TCR_Public/080228.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, February 28, 2008, Vol. 12, No. 50

                             Headlines

AGAPE CHRISTIAN: Court Approves Chapter 11 Plan of Reorganization
ALASKA COMMS: Expects Restatement of 2006 and 2007 Fin'l Results
ALASKA COMMS: Errors on Expense Reports Won't Affect S&P's Ratings
ALLIANCE BANCORP: Five Cert. Classes Get Moody's Rating Reviews
AMERICAN AXLE: UAW's Work Stoppage Won't Affect S&P's 'BB' Rating

AMERICAN HOME: Moody's Junks Ratings on Four Classes of Certs.
AMERICAN LAFRANCE: Gets Approval to Use Lenders' Cash Collateral
AMERIRESOURCE TECH: 3-Day Sales at BizAuctions Exceed $50,000
AQUILA INC: C.W. Mining Blasts Chapter 11 Involuntary Petition
AQUILA INC: Sale of Assets to Black Hills Awaits Final Order

ARTISTDIRECT INC: Hires Salem to Look for Strategic Options
ASARCO LLC: Environmental Regulator OKs Reopening of El Paso Mine
ATLAS PIPELINE: Incurs $102.1MM Net Loss For 2007 Fourth Quarter
AVENTINE RENEWABLE: S&P's B+ Rating Unaffected by Failed Auctions
BANC OF AMERICA: S&P Puts Low-B Preliminary Ratings on Six Classes

BIOENERGY OF AMERICA: Lack of Funds Cues Court to Dismiss Case
BLAST ENERGY: Court Confirms Second Amended Plan of Reorganization
BLUE WATER: To Give Access & Security Rights to Big 3 Automakers
BLUE WATER: Can Use Cash Collateral Through March 3
BLUE WATER: PolyOne Objects to $25,000,000 DIP Financing

BROTMAN MEDICAL: Wants Until May 22 to File Chapter 11 Plan
BROTMAN MEDICAL: Ombudsman Taps Greenberg Traurig as Counsel
BRYAN ROAD: Judge Says Agreement to Foreclose in Bankruptcy Valid
CENTRAL ILLINOIS: WW Constructor Mulls Sale Bidding Procedure
CHOCTAW GENERATION: S&P Downgrades Rating to 'BB+' From 'BBB-'

CITIZENS COMMS: Board Approves $200 Mil. Stock Repurchase Program
CITIZENS COMMS: S&P Ratings Unmoved by $200 Mil. Stock Repurchase
CONSOLIDATED COMM: To Redeem $130 Mil. 9-3/4% Sr. Notes on April 1
CONSTELLATION BRANDS: Appoints Peter Perez as Board Director
COTT CORP: S&P Puts 'CCC+' Sub Debt Rating on CreditWatch Negative

CSFB HOME: Low Credit Enhancement Levels Cues Moody's Rating Cuts
CWHEQ REVOLVING: Moody's Downgrades Ratings on Seven Certificates
CW MINING: Moves for Rejection of Involuntary Chapter 11 Petition
D&E COMMS: Crown Castle Releases Company from its Guarantee
DUNMORE HOMES: To File Plan by March 21; Wants Control of Case

DUNMORE HOMES: Lets Creditors Panel Pursue Avoidance Actions
DUNMORE HOMES: Bankruptcy Court Sets March 20 Claims Bar Date
DUNMORE HOMES: Wants to Engage Newmeyer as Special Counsel
DURA AUTOMOTIVE: Creditor Opposes Confirmation of Chapter 11 Plan
EASTMAN KODAK: Dennis Strigl Elected to Board of Directors

ELAN CORP: Moody's Changes Outlook to Positive; Holds B3 Ratings
ERIE MUNICIPAL: S&P Lifts Rating From BB+ on Liquidity Improvement
EXCO RESOURCES: Reports $36.99 Mil. Net Loss for 2007 Fourth Qtr.
FAIRPOINT COMMUNICATIONS: To Complete Spinco-Merger on March 31
FINANCIAL GUARANTY: 'A' Rating Prompts S&P to Cut 341 RMBS Classes

FORD MOTOR: European Commission Directs Return of EUR27 Mil. Aid
FORTUNOFF: Seven Creditors Want Their Goods Returned
FRANK YOUNG: Case Summary & 25 Largest Unsecured Creditors
GENERAL MOTORS: In Discussions with BMW AG on Possible Tie-Up
GENERAL MOTORS: Fitch Holds IDR at 'B' with Negative Outlook

GPC BIOTECH: Plans to Reduce 38% of Workforce to Conserve Cash
GRAND PACIFIC: Moody's Puts Provisional Low-B Ratings on Two Notes
HEALTH INSURANCE: S&P Alters Outlook to Negative; Holds BB+ Rating
HEALTHSOUTH CORP: Dec. 31 Balance Sheet Upside Down by $1.55 Bil.
HERCULES INC: Appoints Allan H. Cohen to Board of Directors

HIDE HOUSE: Files NOI under Bankruptcy and Insolvency Act
HUMAN TOUCH: Moody's Puts Junk Ratings on Review For Likely Cuts
INTERSTATE BAKERIES: To Reject CBAs with Eight Local Unions
INTERSTATE BAKERIES: Committee, et al., Balk at 2008 Bonus Plan
INT'L RECTIFIER: Elects Oleg Khaykin and Richard J. Dahl to Board

KANSAS SOUTHERN: Fitch Upgrades Foreign and Local Issuer Ratings
KELLWOOD CO: Sun Capital Completes $767MM Acquisition of Company
KEVIN MICHELS: Case Summary & 9 Largest Unsecured Creditors
KNOLOGY INC: December 31 Balance Sheet Upside-Down by $35 Million
LATTICE INC: Engages Demetrius & Co. as New Independent Auditors

MAGELLAN HEALTH: Board Appoints Rene Lerer as CEO and President
MBIA INC: Retains S&P's and Moody's Top-Notch Triple A Ratings
MBIA INC: S&P Holds Ratings on 264 RMBS Guaranteed Classes
MERRILL LYNCH: 13 Classes of Certs. Acquires Moody's Junk Ratings
MGM MIRAGE: Infinity Joint Offer Gets 99 Million of Share Tenders

MORTGAGE LENDERS: Wants Plan-Filing Period Moved to April 22
MORTGAGE LENDERS: Court Extends Removal Periods to June 11
MORTGAGE LENDERS: Can Expand Scope of Hilco's Services
MSGI SECURITY: Posts $9.6 Mil. Net Loss in Qtr. Ended December 31
NASDAQ STOCK: Closes OMX Deal to Become The Nasdaq OMX Group, Inc.

NASDAQ OMX: Moody's Lifts Corp. Rating to 'Ba1' on OMX AB Merger
NASH FINCH: Board Declares Quarterly Dividend Payable on March 21
NEW CENTURY: Exclusivity Periods Extended to April 21
NEW CENTURY: Inks Settlement Pact with Positive Software
NOMURA ALTERNATIVE: 10 Certificates Acquires Moody's Rating Cuts

NOVELL INC: To Acquire PlateSpin Ltd. for $205 Million
ODYSSEY RE: Elects Brian Young as CEO of London Market Operations
OFFICEMAX INC: Earns $71.5 Million in Quarter ended December 29
OWENS CORNING: Moody's Lowers Rating on $1 Bil. Facility to 'Ba1'
PACIFIC LUMBER: Plan Parties File Joint Disclosure Statement

PACIFIC LUMBER: Plan Parties Propose Solicitation Procedures
PACIFIC LUMBER: Taps ADI for Litigation-Support Services
PACIFIC LUMBER: BoNY Wants SAR Account Withdrawal Cap Increased
PACIFIC LUMBER: Committee Can Continue Probe on Lender's Liens
PATRICK CANNON: Case Summary & 7 Largest Unsecured Creditors

PCS EDVENTURES!.COM: Earns $163,268 in Fiscal 2008 Third Quarter
PHOTRONICS INC: Moody's Retains B1 Rating; Gives Negative Outlook
PIKE NURSERY: CEO Schnell Sees Expansion Beyond Plants
PLAINS EXPLORATION: Inks Amendment to Credit Facility with Lenders
PRINCETON SKI: Judge Stern Approved Sale of All Assets

PROTECTED VEHICLES: Court Defers "Chapter 18" Hearing to March 19
PSEG ENERGY: S&P Confirms 'BB-' Corp. Rating With Stable Outlook
PSIVIDA LIMITED: Posts $5.8 Million Net Loss in Qtr. Ended Dec. 31
QUEBECOR WORLD: To Convert 3,975,663 Preferred Shares on March 1
QUEBECOR WORLD: Names Caille as Restructuring Committee Chairman

QWEST COMMUNICATIONS: Board Awards Bonuses to Five Executives
QWEST COMMUNICATIONS: Plans to Get Wireless Service from Verizon
RADIO ONE: S&P Assigns 'B' Corp. Rating on Negative CreditWatch
RADIOSHACK CORP: Earns $101 Million in Quarter ended December 31
RADNET MANAGEMENT: S&P Holds 'CCC+' Rating on $35 Million Add-on

RFMSI TRUST: Rapid Prepayments Prompt S&P's 14 Rating Upgrades
ROYAL CARIBBEAN: Earns $71 Mil. in Quarter ended December 31
SACO I TRUST: Six Classes of Certs. Obtains Moody's Junk Ratings
SEA CONTAINERS: Court Stretches Plan-Filing Period to April 15
SHARPER IMAGE: Trustee Appoints Unsecured Creditors Committee

SIRIUS SATELLITE: December 31 Balance Sheet Upside-Down by $790MM
SOLIDUS NETWORKS: Sale of Biometric Business Slated for March 5
SOLUTIA INC: May Pay $5,000,000 to Waive Backstop Commitment Pact
SOLUTIA INC: Resolution of Adversary Proceeding vs. Exit Lenders
SOLUTIA INC: Court Approves Non-Material Modifications to Plan

SOTHEBY'S: Earnings Rise to $102 Mil. in Quarter Ended December 31
SPANSION INC: Fitch Maintains Issuer Default Rating at 'B-'
SYNTAX-BRILLIAN: Inks Stricter Loan Agreement with Silver Point
TENORITE CDO: Moody's Junks Rating on $90 Million Notes From 'Aaa'
TERWIN MORTGAGE: Weak Performance Spurs Moody's Rating Downgrades

TIMELINE INC: Earns $2,481,170 in Fiscal 2008 Third Quarter
TIMKEN COMPANY: Adds Steel Products; Completes Boring Acquisition
TIMOTHY HICKEY: Case Summary & 20 Largest Unsecured Creditors
TOUSA INC: Terminates Restructuring Support Pact with Noteholders
TOUSA INC: NYSE Affirms Common Stock Delisting

TOUSA INC: Asks Court to Approve Amended Deal with VP Berkowitz
TOUSA INC: Proposes May 19 Deadline for Filing Proofs of Claim
U.S. ENERGY: Court OKs Eckert Seamans as Special Delaware Counsel
U.S. ENERGY: Judge Drain Approves Governance Pact With Nakash
USI HOLDINGS: S&P Gives Negative Outlook; Keeps 'CCC' Debt Rating

VALCOM INC: Summary Judgment in Favor of Chicago Title Reversed
WAYNE KULHANEK: Case Summary & 14 Largest Unsecured Creditors
WELLMAN INC: Wants Court Nod Kirkland & Ellis as Bankr. Counsel
WELLMAN INC: Wants to Employ Edwards Angell as Conflicts Counsel
WESCORP ENERGY: Issues 14% Debentures Valued at CDN$450,000

WICKES FURNITURE: Creditors Panel Opposes $30 Mil. DIP Financing
WORLD GATE: Disputes YA Advisors' Default Claims on Debentures

* Fitch Analyzes Media and Entertainment Cos.' Recovery Ratings
* Climate Change Costs Could Lead to Rating Actions, Moody's Says
* S&P Downgrades Ratings on 240 Tranches From 164 Synthetic CDOs
* S&P Downgrades 59 Tranches' Ratings From 10 Cash Flows and CDOs

* Six Attorneys Leave Saul Ewing for Cole Schotz Practice

* Senator Harry Reid to Defy Bush Veto on Foreclosure Bill

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

AGAPE CHRISTIAN: Court Approves Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas approved Agape Christian Fellowship in
Arlington's chapter 11 plan of reorganization at this week's
hearing, Jeff Mosler writes for The Dallas Morning News.

Under the church's reorganization plan, unsecured creditors will
either get 90% recovery in 10 days or 100%, plus interest, by
March 2009, the report relates.  Unsecured creditors, however,
opted for the 90% recovery, the report adds.

The report says that the Court's approval came after the church
obtained $1 million from the sale of real property.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
the church's plan to raise funds by selling real property, plus
oil and gas leases to Chesapeake Energy was approved by the Court
in October 2007.

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

                 Background of Bankruptcy Filing

The TCR previously reported that the church filed for chapter 11
protection in March 2007, after it was put into turmoil by its
founder and former pastor, Terry Hornbuckle.  Mr. Hornbuckle was
sentenced to serve 15 years in prison, after being convicted of
raping three women, including two church members.

Davor Rukavina, Esq., Agape's bankruptcy counsel, said that seven
civil lawsuits were filed against the church and the bankruptcy
filing was used "to address the suits and creditors in an
organized process."  Mr. Rukavina stated, "The church's finances
are solid."

The judge has sealed details of the sexual misconduct lawsuits
against its former pastor.

                About Agape Christian Fellowship

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

Its former head pastor, Terry Hornbuckle, was convicted of rape
and will be imprisoned for 15 years.  In October 2007, Renee
Hornbuckle, the wife of Pastor Hornbuckle, was appointed as head
pastor in the church.


ALASKA COMMS: Expects Restatement of 2006 and 2007 Fin'l Results
----------------------------------------------------------------
Alaska Communications Systems Group Inc. reported that in the
course of its 2007 annual review of financial results and
application of financial controls, management identified errors in
the company's previously reported depreciation expense for fiscal
years 2006 and 2007.

The company expects no significant changes to previously reported
revenues, EBITDA or cash flows; however, previously reported
depreciation expense and net income will change.  As a result,
management has concluded that the company's internal controls over
financial reporting contained a material weakness and that
investors should not rely on the company's previously issued
financial statements or earnings press releases covering reporting
periods beginning on or after Jan. 1, 2006.  The company expects
no changes to its financial statements covering periods prior to
Jan. 1, 2006.

During the company's review of its financial results and
preparation of financial statements for the fiscal year ended
Dece. 31, 2007, the company detected errors previously made in its
accounting for depreciation.  Specifically, certain groups of
assets employed in its intrastate operations are depreciated over
extended lives as required by state regulations, giving rise to
"regulatory assets."  As the result of a programmatic error, the
company incorrectly ceased to depreciate those regulatory assets
prior to their becoming fully depreciated.  The company's
regulatory asset and the depreciation of the asset are governed by
statement of financial accounting standards 71 accounting for the
effects of certain types of regulation.

Based on the review to date, management currently anticipates that
the restatement will result in an increase of depreciation expense
of approximately $6 million to $8 million for the fiscal year
ended Dec. 31, 2006, and $5 million to $7 million for the nine
months ended Sept. 30, 2007.  As depreciation is a non-cash
charge, the restatement is not expected to impact the company's
dividend policy or the financial covenants of its credit
agreement.

ACS also disclosed that it expects to report total revenues and
EBITDA for the twelve months ended Dec. 31, 2007 of approximately
$380 million and $132 million, respectively.  Expected performance
for 2007 compares favorably to prior guidance of $370 million to
$375 million for revenue, and $128 million to $130 million for
EBITDA.

ACS intends to provide all restated and current financial data
comprehensively in its upcoming annual report on form 10-K.  The
company will file the 10-K as soon as practicable, but preparation
of the restated information could delay the 10-K filing past the
normal filing deadline of March 17, 2008.  The company does not
intend to file amendments to any previously filed form 10-Ks or
10-Qs.

                About Alaska Communications Systems

Headquartered in Anchorage, Alaska, Alaska Communications Systems
Group Inc. (NASDAQ:ALSK) -- http://www.acsalaska.com/-- provides  
customer-focused, facilities-based, integrated telecommunications
services.  The company owns and operates its infrastructure for
local and long-distance telephone, Internet and wireless services.   
It also operates a statewide wireless network using code division
multiple access technology, through which it offers very high-
speed mobile data using third-generation evolution data optimized  
technology.  In addition, ACS Group offers satellite television
through its partnership with DISH Network.  As of Dec. 31, 2006,
it served 446,438 retail relationships.  The company operates in
four segments: local telephone, which provides landline
telecommunications services; wireless, which provides wireless
telecommunications service; internet, which provides Internet
service and advanced internet protocol-based private networks, and
interexchange, which provides switched and dedicated long-distance
services.


ALASKA COMMS: Errors on Expense Reports Won't Affect S&P's Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Anchorage, Alaska-based diversified telecommunications
carrier Alaska Communications Systems Holdings Inc. (B+/Stable/--)
are not immediately affected by the company's recent announcement
that it identified errors in its previously reported depreciation
expense for 2006 and 2007.

Management expects the restatement to result in an increase in
depreciation expense of about $6 million to $8 million for 2006,
and $5 million to $7 million for the nine months of 2007.  ACS
indicated that it is still completing its review but does not
expect any significant changes to revenue or EBITDA. Additionally,
management does not anticipate any impact on financial covenants
or filing requirements under its bank loan credit agreement.
Despite the fact the company will report a material weakness
related to internal controls over financial reporting, and given
the limited scope of these issues, S&P does not expect ACS to miss
its April 30, 2008 filing requirement under the bank loan credit
agreement.


ALLIANCE BANCORP: Five Cert. Classes Get Moody's Rating Reviews
---------------------------------------------------------------
Moody's Investors Service downgraded 2 certificates and placed on
review for possible downgrade 5 classes of certificates issued by
Alliance Bancorp Trust 2007-S1.  The transaction is backed by
closed-end second lien loans.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: Alliance Bancorp Trust 2007-S1

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M-2, Downgraded to B1 from Baa3

  -- Cl. M-3, Downgraded to Caa2 from B3


AMERICAN AXLE: UAW's Work Stoppage Won't Affect S&P's 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
American Axle and Manufacturing Holdings Inc. (BB/Negative/--) are
not immediately affected by yesterday's reports that the United
Auto Workers, the company's main labor union, elected to conduct a
work stoppage at the expiration of its four-year master labor
agreement with American Axle.  The agreement covered roughly 3,650
associates at five facilities in Michigan and New York.  S&P
expects American Axle and the UAW to reach an agreement soon that
will reflect more competitive labor costs.

In fact, S&P believes that despite this work stoppage, the two
sides will continue to negotiate, and S&P remains mindful of the
positives that could result.  Still, if the work stoppage were to
persist beyond a brief and largely symbolic period, S&P could
place the ratings on American Axle on CreditWatch with negative
implications.  S&P estimates that American Axle has about
$344 million in cash and marketable securities.  The company also
has access to $572 million under a revolving credit facility and
$60 million of uncommitted lines of credit.  And even if the
strike were to persist, the company has substantial cushion in
regard to existing financial covenants.


AMERICAN HOME: Moody's Junks Ratings on Four Classes of Certs.
--------------------------------------------------------------
Moody's Investors Service downgraded 8 certificates and placed on
review for possible downgrade one class of certificates from two
transactions issued by American Home Mortgage Assets Trust and
American Home Mortgage Investment Trust.  The transactions are
backed by closed-end second lien loans.

Growing delinquencies including foreclosure and REO balances in
these transactions are expected to cause continued erosion of
credit enhancement available to the certificates as well as cause
losses to some certificates.

Complete rating actions are:

Issuer: American Home Mortgage Assets Trust 2007-3

  -- Cl. III-M-1, Downgraded to B2 from A2
  -- Cl. III-M-2, Downgraded to Caa2 from Ba3
  -- Cl. III-PO, Downgraded to Ca from Caa2

Issuer: American Home Mortgage Investment Trust 2006-2

  -- Cl. IV-A, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. IV-M-1, Downgraded to Baa3 from A1

  -- Cl. IV-M-2, Downgraded to B1 from Baa3

  -- Cl. IV-M-3, Downgraded to B3 from Ba2

  -- Cl. IV-M-4, Downgraded to Caa2 from B1

  -- Cl. IV-M-5, Downgraded to Ca from B3


AMERICAN LAFRANCE: Gets Approval to Use Lenders' Cash Collateral
----------------------------------------------------------------
Judge Brendan Linehan Shannon permits American LaFrance LLC to
use, on a final basis, the cash collateral of its prepetition
lenders pursuant to a budget.

A full-text copy of the cash flow forecast for the 13-week period
commencing on the week of February 22, 2008, through the week
ending May 2, 2008, is available for free at:

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

The U.S. Bankruptcy Court for the District of Delaware directs the
Debtor to provide Patriarch Partners Agency Services LLC, as agent
for the DIP Lenders, and the Official Committee of Unsecured
Creditors with all of the documentation and reports necessary to
determine compliance with the Budget.

The Budget may be amended, modified, or supplemented only in
writing with the prior written consent of the DIP Lenders' agent,
in its sole discretion, and without further Court order.

No transfer of the Cash Collateral will be made to any of the
Debtor's insiders, the Court clarifies.

The Prepetition Lenders are granted, effective as of the Petition
Date, valid, automatically, perfected and unavoidable first
priority replacement liens and security interests in and on all
of the Debtor's assets.

                     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 LLC will pursue a sale of its business
operations in the event that the company's plan of reorganization
is not confirmed.  The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


AMERIRESOURCE TECH: 3-Day Sales at BizAuctions Exceed $50,000
-------------------------------------------------------------
AmeriResource Technologies Inc. said that its subsidiary,
BizAuctions Inc. recorded sales for the three-day weekend,
Feb. 23, 24, and 25, 2008, exceeding $50,000.

"Sales for the three-day weekend reached $52,981 with 330 items
being sold on BizAuctions eBay auction site under its store name:
BusinessAuctions Inc.  Shipping and handling accounted for $4,733
of the $52,981 in sales for the three-day period.  The
BizAuctions-eBay business model continues to show strong growth in
revenues and should provide a very positive year for 2008," noted
Delmar Janovec, CEO.

"BizAuctions employs two primary business models, whereby it
liquidates inventory through eBay on consignment for a lucrative
commission; and it purchases inventory at a fraction of retail
price for the purpose of liquidating it for a profit.  BizAuctions
consigns, buys inventory, and liquidates through eBay providing a
valuable service to its clients.  It is evident that American
companies are in need of commercial liquidation services and the
Company continues to vigorously target this market," Mr. Janovec
concluded.

The company continues to make substantial progress in reducing
costs and increasing gross profits, and is close to attaining net
profits on a consistent basis.  BizAuctions revenues have
increased substantially over the last several quarters, as:

                 Quarter Ended    Revenue
                 -------------    --------
                   9/30/06        $192,097
                  12/31/06        $223,123
                   3/31/07        $326,906
                   6/30/07        $438,764
                   9/30/07        $971,965
                  12/31/07      $1,010,183 (unaudited)

More information is available at http://www.BizAuctions.com  
Investors and media can receive a free investor kit for
BizAuctions Inc. by contacting Investor Relations at
investors@BizAuctions.com or (800) 961-3275.  A virtual tour of
BizAuctions' facilities and flash video presentation can be viewed
at http://www.bizauctions.com/tour.shtml

                        About BizAuctions

BizAuctions Inc. (PINKSHEETS: BZCN) provides commercial eBay
liquidation services for excess inventory, overstock items, and
returns.  The company's clients have included some of the United
States' leading retail names at the forefront of their industries.  
BizAuctions' operations are designed for maximum capacity to
handle most any eBay liquidation project.
       
               About AmeriResource Technologies

Headquartered in Las Vegas, AmeriResource Technologies Inc.
(OTC BB: AMREE.OB) -- http://www.ameriresourcetechnologies.com/--  
operates online auction drop-off locations that provide the
general public to sell items on eBay.  It provides software design
and product development for businesses that sells items on eBay.  
AmeriResource also offers software and hardware system, and self-
serve system called Point of Sales, which offers integrated
system, including restaurant management tools/menus that offer
various reports for inventory and labor control.  The company was
incorporated in 1989 as KLH Engineering Group Inc. and changed its
name to AmeriResource Technologies Inc. in 1996.

At June 30, 2007, AmeriResource Technologies Inc.'s consolidated
balance sheet showed $1.2 million in total assets and $2.4 million
in total liabilities, resulting in a $1.2 million total
stockholders' deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2007,
De Joya Griffith & Company LLP, in Las Vegas, expressed
substantial doubt about AmeriResource Technologies Inc.'s ability
to continue as a going concern after auditing the company's
financial statement as of the years ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's recurring losses from
operations, negative working capital, and negative cash flows from
operations.


AQUILA INC: C.W. Mining Blasts Chapter 11 Involuntary Petition
--------------------------------------------------------------
C.W. Mining Co., dba Co-Op Mining Company, asked the U.S.
Bankruptcy Court for the District of Utah to trash the involuntary
chapter 11 petition filed by three of its creditors, Steven
Oberbeck writes for The Salt Lake Tribune.

The three petitioning creditors are Aquila Inc., House of Pumps
Inc., and Owell Precast LLC.

C.W. Mining contested that before the creditors' petition was
filed, it "generally" repaid its debts on time, Tribune relates.

The Debtor added that the $3,440 trade debt allegedly owed to
Owell Precast LLC, has already been satisfied, Tribune reveals.

On Aquila's demand for a $24.8 million judgment, the Debtor said
that the claim is still on dispute since the verdict issued by the
Hon. Tena Campbell of the U.S. District Court has been appealed,
the report says.  At a trial, Judge Campbell found that the Debtor
missed the delivery of several thousands of tons of coal and
subsequently awarded Aquila the $24.8 million judgment, based on
the report.

According to Tribune's report, the Debtor claims that two out of
the three creditors weren't fit to file the involuntary petition.

The Debtor's special counsel, Russell S. Walker, Esq., at Woodbury
& Kesler, argued that since there are more than a dozen creditors,
at least three of them must file the involuntary petition, Tribune
notes.

                        About C.W. Mining

Salt Lake City, Utah-based C.W. Mining Co., dba Co-Op Mining
Company, mines coal near the base of Huntington Canyon in Emery
County.

In 2003, about 75 workers were on strike alleging low pay and
unsafe working condition in the company's mine.  The workers also
demanded re-employment of those who were fired because of union
membership.  The workers had planned to form the United Mine
Workers.  However, C.W. Mining continues to employ non-union
workers.

Creditors, Aquila Inc., House of Pumps Inc., and Owell Precast
LLC filed involuntary chapter 11 petition against C.W. Mining on
Jan. 8, 2008 (Bankr. D. Utah Case No. 08-20105).  Keith A. Kelly,
Esq., represents the petitioning creditors.  Aquila seeks judgment
of $24,841,988, House of Pumps demands repayment of trade debt
worth $19,256 and Owell Precast demands payment of $3,440 in trade
debt.

                         About Aquila Inc.

Headquartered in Kansas City, Missouri, Aquila Inc. (NYSE: ILA) --
http://www.aquila.com/-- owns electric power generation and
operates electric and natural gas transmission and distribution
networks serving over 900,000 customers in Colorado, Iowa, Kansas,
Missouri and Nebraska.

                          *     *     *

Aquila Inc. still carries Moody's Investors Service's Ba2
corporate family, Ba3 Senior Unsecured Debt, and Ba3 probability-
of-default ratings.


AQUILA INC: Sale of Assets to Black Hills Awaits Final Order
------------------------------------------------------------
Black Hills Corporation and Aquila Inc. said that the Colorado
Public Utilities Commission approved their proposed acquisition
natural gas and electric utility assets and related operations in
the State of Colorado.  The final order is expected before the end
of February 2008.

David R. Emery, Chairman, President and CEO of Black Hills
Corporation, said, "We are excited to have Colorado's approval of
our transaction.  We appreciate the considerable efforts of the
administrative law judge and the commissioners in reviewing the
record and producing a fair and timely decision regarding the
transfer of Aquila's Colorado electric and natural gas utility
assets to Black Hills.  We are anxious to join with the employees
of Aquila in providing quality service to customers in Colorado."

In Colorado, Aquila's electric utility serves approximately 92,000
customers in 21 communities and the natural gas utility serves
about 64,000 customers in 27 communities located in the southeast
part of the state.

"Our employees are working diligently in preparation for a deal
close as soon as the remaining regulatory approvals are received
in Kansas and Missouri," said Mr. Emery.

Black Hills and Aquila have obtained state regulatory approvals in
Iowa, Nebraska and now Colorado.  To close the transaction, Black
Hills and Aquila need to obtain regulatory approval in Kansas, and
Great Plains and Aquila need to obtain regulatory approvals in
Kansas and Missouri.

The application for Black Hills' purchase of Aquila's Kansas gas
utility properties is pending before the Kansas Corporation
Commission, which held a hearing on Feb. 12, 2008, to consider a
settlement agreement between all parties to the Black Hills and
Aquila application.  At the conclusion of the hearing, the record
was closed, and the parties now await a final decision from the
Kansas Corporation Commission.

                         About Black Hills

Black Hills Corporation (NYSE: BKH) --
http://www.blackhillscorp.com/-- is an integrated energy company.   
Its utility businesses are Black Hills Power, an electric utility
serving western South Dakota, northeastern Wyoming and
southeastern Montana; and Cheyenne Light, Fuel & Power, an
electric and gas distribution utility serving the Cheyenne, Wyo.,
vicinity.  Black Hills Energy, its wholesale energy business unit,
generates electricity, produces natural gas, oil and coal, and
markets energy.

                         About Aquila Inc.

Headquartered in Kansas City, Missouri, Aquila Inc. (NYSE: ILA) --
http://www.aquila.com/-- owns electric power generation and
operates electric and natural gas transmission and distribution
networks serving over 900,000 customers in Colorado, Iowa, Kansas,
Missouri and Nebraska.

                          *     *     *

Aquila Inc. still carries Moody's Investors Service's Ba2
corporate family, Ba3 Senior Unsecured Debt, and Ba3 probability-
of-default ratings.


ARTISTDIRECT INC: Hires Salem to Look for Strategic Options
-----------------------------------------------------------
ARTISTdirect Inc. entered into an engagement letter with Salem
Partners LLC on Feb. 7, 2008, under which the firm will act as the
company's financial advisor.  Salem will assist the company in the
exploration of strategic alternatives -- including restructuring
initiatives, a merger or a possible sale.

Specifically, Salem Partners will:

   (a) review selected documents and other information provided
       by the Company;

   (b) assist in structuring, planning and negotiating a
       transaction.

   (c) advise the company with respect to a potential
       transaction;

   (d) complete and deliver a fairness opinion regarding the
       M&A transaction or restructuring transaction to the
       Board of Directors of the company, if requested.

As consideration for its services under the engagement letter,
Salem Partners will receive $50,000 per month for the first four
months, plus an M&A Transaction Fee once an M&A Transaction is
consummated.  Salem Partners will also receive fees in connection
with a restructuring transaction.

"ARTISTdirect operates one of the largest and most highly
respected music brands on the Internet, with strong potential to
further leverage its position to generate increased advertising
sales and related marketing initiatives,"  Stephen Prough,
managing director of Salem Partners LLC, said.  "In addition, the
company's proprietary MediaDefender technology offers unique
opportunities, not only for digital content protection on file
sharing networks, but related  marketing and advertising programs
to reach new audiences."

"We look forward to working with management to maximize the
inherent value of the company," Mr. Prough stated.

                Forbearance and Consent Agreement

On Feb. 10, 2008, ARTISTdirect Inc. entered into a forbearance and
consent agreement with U.S. Bank National Association, as
collateral agent, and JMB Capital Partners LP, JMG Capital
Partners LP, JMG Triton Offshore Fund Ltd., and CCM Master
Qualified Fund Ltd.

Under the terms of the agreement, the initial purchasers will
forbear from exercising their rights and remedies under the senior
financing documents for a period through Feb. 20, 2008, in
exchange for the payment by the company of the aggregate amount of
$494,446 to the initial purchasers.

The payment amount will be credited against the company's delay
cash penalties and interest on the penalties resulting from its
defaults under its various agreements with the initial purchasers.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 7, 2007,
Gumbiner Savett Inc. in Santa Monica, Calif., expressed
substantial doubt about Artistdirect Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditing firm pointed to the company's default under its
senior and subordinated debt agreements and suggested that the
default could cause a request for accelerated payment or
redemption of the debt.

The company has not filed its annual report for 2007.

                    About Salem Partners LLC

Headquartered in Los Angeles, California, Salem Partners --
http://www.salempartners.com/-- is a financial services firm  
provides investment banking and wealth management services to its
clients.  The firm's investment banking division provides mergers
and acquisitions and capital raising services to clients in the
media, entertainment, technology and life sciences industries.    
Salem Partners' clients include Sony Pictures Entertainment,
Hearst Entertainment, RHI Entertainment and JP Morgan Chase Bank.    
Salem Partners was founded in 1997 and has completed more than 30
transactions in the entertainment and technology industries.

                      About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) is a digital media entertainment company that is
home to an online music network and, through its MediaDefender
subsidiary, is the leading provider of anti-piracy solutions in
the Internet-piracy-protection industry.  The ARTISTdirect Network
is a network of web-sites offering multi-media content, music,
news and information organized around shared music interests,
music-related specialty commerce and digital music services.


ASARCO LLC: Environmental Regulator OKs Reopening of El Paso Mine
-----------------------------------------------------------------
The Texas Commission on Environmental Quality approved ASARCO LLC
and its debtor-affiliates' request to renew their air permit for
them to reopen the El Paso Smelter.

In May 2005, the U.S. Environmental Protection Agency issued a
Unilateral Administrative Order to ASARCO LLC requiring the
company to conduct remediation actions regarding hundreds of
residential properties located within a three-mile radius of its
copper smelter in the city of El Paso, Texas.  ASARCO ceased
smelting copper at the El Paso Smelter in 1999.  

ASARCO has expressed its intent to re-open the El Paso Smelter
and has filed a proceeding before the Texas Commission on
Environmental Quality for renewal of its Air Quality Permit.  
The Air Permit is a prerequisite for the reopening of the
Smelter, H. Christopher Mott, Esq., at Gordon Mott & Davis, P.C.,
in El Paso, Texas, said.

Mr. Mott related that renewal of ASARCO's permit has been hotly
contested and opposed to by numerous government agencies and
concerned citizens and environmental groups, including the city
of El Paso.  He said multiple hearings have already been held
before the TCEQ in the Air Permit Proceeding, including a
two-week hearing before administrative law judges through the
Texas State Office of Administrative Hearings.  

Mr. Mott told the Court that El Paso intended to file a Petition
for Revocation of ASARCO's Air Permit to block the Smelter's
reopening.

             Smelter Should not Re-Open, Study Says

A study conducted by El Paso showed that 43.8% of respondents
polled from the city and Sunland Park are against re-opening the
copper smelter, Daniel Novick at the KFOX News, reported.

Of the respondents, 26.4% were for the re-opening and 29.8% were
unsure, Mr. Novick said.  The polls were conducted from July 11
to 23, 2007.

Mayor John Cook, mayor of El Paso, related to Mr. Novick that the
number of jobs ASARCO would create as a result of the re-opening
does not outweigh the number of jobs lost from businesses that
would either leave or not come to El Paso because of the Smelter.

                    ASARCO Responds to Study

Bob Litle, the Smelter's manager, said in a public statement that
the Study confirms that the majority of people who are informed
on the ASARCO issue are likely to be in favor of smelter's
re-opening.  He pointed out that the majority of the businesses
contacted are in favor of ASARCO opening.

Mr. Litle added that a residential poll published by the El Paso
Times on October 29, 2007, in showed that 50.1% of El Paso
residents are in favor of ASARCO reopening.  The El Paso Time
poll was more recent compared to the Study, which was done in
July 2007, he pointed out.

Mr. Litle maintained that re-opening the smelter will create about
1,800 jobs.

               Asarco Inc. Will not Re-Open Smelter

Asarco Incorporated, an indirect subsidiary of Grupo Mexico, S.A.
de C.V., and sole owner of ASARCO LLC, said in a public statement
that it will not seek to restart the El Paso smelter, or seek to
renew the air permit for the facility if it regains control of
ASARCO LLC.

Asarco Inc. also said in the press release that should it regain
control, it would have ASARCO LLC work with the community and the
appropriate regulatory agencies to remediate environmental
contamination at the site.

                       Previous Objections

The Debtors, their Official Committee of Unsecured Creditors, and
the Official Committee of Unsecured Creditors of the Asbestos
Subsidiary Debtors and Robert C. Pate, the Court-appointed Future
Claims Representative, previously opposed the request of the city
of El Paso, Texas, to lift the automatic stay to allow it to file
a Petition for Revocation of ASARCO's air permit for the company's
copper smelter in the city.

The Objectors asserted that the filing of a Petition for
Revocation is an administrative proceeding and is redundant of the
pending administrative proceeding ASARCO filed before the Texas
Commission on Environmental Quality.

The Objectors further asserted that the TCEQ is the right forum to
decide whether ASARCO's application for air permit renewal is
proper.

The Objectors pointed out that denying El Paso's request will not
cause hardship to the city.  On the contrary, lifting the
automatic stay will cause substantial hardship to ASARCO's
estate, Tony M. Davis, Esq., at Baker Botts, L.L.P., in Houston,
Texas, ASARCO's counsel, asserted.

Mr. Davis told the Court that El Paso's rights are fully
protected by its participation in ASARCO's Air Permit Renewal
Proceeding before the TCEQ and its statutory right to appeal any
decision to be made by TCEQ.  Mr. Davis said El Paso is actively
participating in the Air Permit Renewal Proceeding.

Mr. Davis related that in accordance with ASARCO's proposal to
sell substantially all of its assets pursuant to a plan of
reorganization, it is in the process of obtaining considerable
value for the El Paso Smelter.

            TCEQ Approves El Paso Smelter Re-Opening

In separate news, Reuters reported on Feb. 13, 2008, that the
TCEQ approved ASARCO's request to renew air permit for its copper
smelter in El Paso, Texas.  Approval of the Air Permit will allow
ASARCO to re-open the El Paso smelter.  

Officials and residents are worried that renewed operations of the
smelter will increase emissions of lead, sulfur dioxide and other
pollutants.  Reuters said the El Paso smelter has had a history of
complaints over its compliance with pollution regulations.

Larry Soward, a TCEQ Commissioner, told Reuters that under Texas  
law, the Commission must approve the air permit if ASARCO
addresses deficiencies raised in a 2007 report from the TCEQ
executive director in a given period.

The TCEQ wants ASARCO to address all additional permit
conditions, including additional air monitoring for lead
emissions before the El Paso Smelter is allowed to restart,
according to Reuters.  The TCEQ has also limited the validity of
the air permit for five years.

The TCEQ has also stipulated that it will certify that ASARCO is
not in violation of the Texas Clean Air Act at least 90 days
before the smelter becomes operational again, Reuters said.  The
TCEQ has directed ASARCO to submit a maintenance plan no later
than July 1, 2008.

                         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.


ATLAS PIPELINE: Incurs $102.1MM Net Loss For 2007 Fourth Quarter
----------------------------------------------------------------
Atlas Pipeline Partners L.P. reported a $102.1 million net loss
attributable to partners for the three months ended Dec. 31, 2007
compared to $6.8 million net income for the fourth quarter of
2006.  For the full fiscal year of 2007 ended Dec. 31, the company
incurred a net loss of $150.5 million compared to the net income
of 2006 at $31.8 million.

The company generated revenues of $213.5 million for the 2007
fourth quarter from $116.8 million for the 2006 fourth quarter.  
For the fiscal year 2007, the company's total revenues were
$668.8 million from $464.7 million of the prior year.

Distributable cash flow excluding maintenance capital expenditures
was $52.6 million for the fourth quarter 2007 compared with
$16.3 million for the prior year fourth quarter, an increase of
$36.3 million or 223%.  Distributable cash flow including
maintenance capital expenditures totaled $47.3 million for the
fourth quarter 2007 compared to $14.6 million for the comparable
prior year quarter, an increase of $32.7 million or approximately
224%.  The partnership's distribution coverage ratio for the
fourth quarter 2007 was approximately 1.2x.  The quarter-over-
quarter results were favorably impacted by contributions from the
Chaney Dell and Midkiff/Benedum systems, which the partnership
acquired in July 2007, and higher volumes on all of its other
systems, partially offset by higher maintenance capital
expenditures than expected on a normalized basis.

Distributable cash flow totaled $122.5 million for the full year
2007 compared with $60.3 million for the prior year, an increase
of $62.2 million or approximately 103%.

On Feb. 14, 2008, the partnership paid a record quarterly cash
distribution for the fourth quarter 2007 of $0.93 per common
limited partner unit, an increase of $0.07 per unit or 8.1% from
the comparable prior year period.  Total distributions declared
for the fourth quarter 2007 of $41.1 million represent a 166%
increase from the prior year comparable quarter.
    
General and administrative expense, including amounts reimbursed
to affiliates, increased $38.4 million to $61.0 million for the
full year 2007 compared with $22.6 million for the prior year.    
This increase was primarily related to a $30.0 million increase in
non-cash compensation expense and higher costs of managing our
operations, including the Chaney Dell and Midkiff/Benedum systems
acquired in July 2007, and related incentive compensation.  
General and administrative expense also increased $2.3 million to
$9.4 million for the fourth quarter 2007 from $7.1 million for the
fourth quarter 2006.  This increase was primarily related to
higher costs of managing the partnership's operations.

Interest expense increased $36.9 million to $61.5 million for the
full year 2007 compared with the prior year and increased
$17.0 million to $23.4 million for the fourth quarter 2007
compared with the prior year comparable quarter.  These increases
were primarily related to interest associated with the
partnership's $830.0 million term loan, which was funded in July
2007 and partially financed its acquisition of the Chaney Dell and
Midkiff/Benedum systems, additional borrowings under the
partnership's credit facility to finance its expansion capital
expenditures, and $5.0 million of accelerated amortization of
deferred finance costs associated with the partnership's
replacement of its credit facility in July 2007 with a new
$300.0 million revolving credit facility.  Excluding non-cash
amortization of deferred financing costs, cash interest expense
for the fourth quarter 2007 was $22.7 million compared with
$5.8 million for the prior year fourth quarter, and $54.1 million
for the full year 2007 compared with $23.6 million for the full
year 2006.  At Dec. 31, 2007, the partnership's $1,229.4 million
of total debt includes its $830.0 million term loan that matures
in 2014, $294.4 million of senior unsecured notes that mature in
2015 and $105.0 million of outstanding borrowings under its
$300.0 million credit facility.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $2.9 billion, total liabilities of $1.2 billion
resulting to a total partner's capital of $1.3 billion.

                    About Atlas Pipeline Partners

Headuquartered in Moon Township, Pennsylvania, Atlas Pipeline
Partners L.P. (NYSE:APL) is a limited partnership and a midstream
energy services provider engaged in the transmission, gathering
and processing of natural gas.  The company provides natural gas
gathering services in the anadarko basin and golden trend area of
the mid-continent United States, and the appalachian basin in the
eastern United States.  It provides natural gas processing
services in Oklahoma.  The company also provides interstate gas
transmission services in south eastern Oklahoma, Arkansas and
south eastern Missouri.  The company conducts its business through
two operating segments: mid-continent operations and appalachian
operations.  The company's operations are conducted through
subsidiaries whose equity interests are owned by Atlas Pipeline
Operating partnership L.P., a wholly owned subsidiary of the
company.  On May 2, 2006, the company acquired the remaining 25%
interest in NOARK Pipeline System Limited partnership, from
Southwestern Energy company.

                         *     *     *

Moody's Investors Service, on September, 2007, assigned a 'Ba3'
rating on Atlas Pipeline Partners' bank loan debt, 'B3' rating to
the company's senior unsecured debt, and 'B1' to its long term
corporate family and probability of default rating, with a
negative outlook.  These rating actions still holds to date.


AVENTINE RENEWABLE: S&P's B+ Rating Unaffected by Failed Auctions
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that the recently
failed auctions of the auction rate securities held by Aventine
Renewable Energy Holdings Inc. (B+/Stable/--) will not immediately
affect the company's credit quality.  While Aventine's liquidity
may be jeopardized if the company's investment in student loan
asset-backed securities (SLABs) experiences a sustained period of
illiquidity, Aventine has sufficient access to capital to continue
work on two new facilities already under construction in the short
term.

The company invested in SLABs, which are supported by guarantees
from the Federal Family Education Loan Program of the U.S.
Department of Education.  These auction rate securities have long-
term maturities with interest rates that reset in auctions that
occur every 28 days.  Standard & Poor's rates each of the
securities held by Aventine as 'AAA' and believes the fundamental
default probability of the issues has not changed.  However,
global liquidity concerns have contributed to auction difficulties
for these instruments, preventing Aventine from selling its
position in the securities without realizing a large discount.   
Aventine has about $100 million in cash on hand, consisting of
$17.2 million of cash reported as of Dec. 31, 2007 and
$84.3 million in proceeds from the sales of auction rate
securities between year-end 2007 and Feb. 21, 2008.  While the
company was able to liquidate this amount of its ARS investment at
a loss of $1.5 million, it has $127.1 million still invested in
the securities.  As long as the auctions fail to clear and
Aventine holds the securities, short-term liquidity is reduced by
this amount.

The current schedule for the plants under construction at Aurora,
Nebraska and Mt. Vernon, Ind. calls for capital expenditures of
about $70 million to $75 million per quarter over the next four
quarters.  This budget would require Aventine to draw at least a
portion of its asset-backed revolver in about four months if the
FFELP-backed securities continue to experience failed auctions.   
With its current availability of $122 million, the fully drawn
revolver plus existing cash would not provide sufficient funding
to complete the two facilities.  S&P will continue to monitor the
auctions for Aventine's SLABs.  If these auctions continue to fail
and construction expenditures deplete existing capital, either the
need for additional capital to complete construction or the
consequences of postponement may put downward pressure on the
corporate credit rating.


BANC OF AMERICA: S&P Puts Low-B Preliminary Ratings on Six Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Loan Trust 2008-
LS1's $1.977 billion commercial mortgage pass-through certificates
series 2008-LS1.
     
The preliminary ratings are based on information as of Feb. 26,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-4A, A-4B, A-1A, A-SM, A-M, and A-J are currently being offered
publicly.  Standard & Poor's analysis of the portfolio determined
that, on a weighted average basis, the pool has a debt service
coverage of 1.14x, a beginning loan-to-value ratio of 121.4%, and
an ending LTV of 114.4%.  The rated final maturity date for these
certificates is December 2049.
    
                  Preliminary Ratings Assigned

     Banc of America Commercial Mortgage Loan Trust 2008-LS1
   
                                                Recommended
  Class        Rating         Amount            credit support
  -----        ------         ------            --------------
  A-1          AAA            $28,873,000              33.000%
  A-2          AAA            $76,103,000              33.000%
  A-3          AAA            $75,846,000              33.000%
  A-4A         AAA           $134,000,000              33.000%
  A-4B         AAA           $827,781,000              33.000%
  A-1A         AAA           $429,931,000              33.000%
  A-SM         AAA            $70,411,000              30.000%
  A-M          AAA           $234,706,000              20.000%
  A-J          AAA            $99,750,000              15.750%
  XW*          AAA         $2,347,065,783                 N/A
  B            AA+            $32,272,000              14.375%
  C            AA             $29,338,000              13.125%
  D            AA-            $23,470,000              12.125%
  E            A+             $23,470,000              11.125%
  F            A              $26,404,000              10.000%
  G            A-             $23,470,000               9.000%
  H            BBB+           $29,338,000               7.750%
  J            BBB            $29,338,000               6.500%
  K            BBB-           $29,338,000               5.250%
  L            BB+             $8,801,000               4.875%
  M            BB              $8,801,000               4.500%
  N            BB-             $8,801,000               4.125%
  O            B+              $5,867,000               3.875%
  P            B               $8,801,000               3.500%
  Q            B-             $11,735,000               3.000%
  S            NR             $70,420,783               0.000%
   
           * Interest-only class with a notional amount.
                       N/A - Not applicable.
                          NR - Not rated.


BIOENERGY OF AMERICA: Lack of Funds Cues Court to Dismiss Case
--------------------------------------------------------------
Early this week, the Hon. Raymond T. Lyons Jr. of the U.S.
Bankruptcy Court for the District of New Jersey dismissed the
chapter 11 bankruptcy case of Bioenergy of America Inc., The
Associated Press relates.

The Troubled Company Reporter said on Feb. 19, 2008, that
BioEnergy asked the Court dismiss its Chapter 11 case because it
lacks financing and is unable to pay employees' wages.

Judge Lyons agreed with the Debtor that it didn't have enough
money to pay administrative claims depriving it the chance of
reorganization under bankruptcy, AP reveals.

Paragon Biofuels LLC abandoned its commitment to lend $400,000 for
the Debtor's operations, including rental of its facility in
Edison, New Jersey and payment of salaries, AP says, citing
documents submitted to the Court.

Workers at Bioenergy, who have not received pay since the
company's bankruptcy filing in Jan. 3, 2008, have decided to stop
reporting, AP says.

In addition, AP relates that the Debtor's lessor at Edison wanted
to seize its unfinished plant, limiting Bioenergy's ability to
make an asset sale.

Based on the report, Bioenergy has spent $6 million on the Edison
plant, an 80-million gallon biofuel production facility expected
to become operational in less than a year.

The plant, AP reports, is valued at less than $1 million.

                  Affiliate to Closes Two Plants

The TCR reported on Jan. 24, 2008, that Bioenergy of Colorado
halted operations at its two facilities in Denver over the
bankruptcy of Bioenergy of America Inc., an affiliate.

Tom Davanzo, principal owner of Bioenergy plants said he expected
a partially finished facility in Edison, New Jersey to be shelved
and described the unfinished plant as "an awful big project."

                         About Bioenergy

Edison, New Jersey-based Bioenergy of America Inc. --
http://www.bioenergyofamerica.com/-- specializes in producing
biofuel alternatives.  The Debtor filed for chapter 11 petition on
Jan. 3, 2008 (Bankr. D.N.J. Case No. 08-10087).  Richard E.
Weltman, Esq., at Weltman & Moskowitz LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets between $1 million and $10 million and debts
between $10 million and $50 million.  The Debtor owes $7,600,000
and $2,301,581, respectively to unsecured creditors, Paragon
Biofuels LLC and M.P.A.


BLAST ENERGY: Court Confirms Second Amended Plan of Reorganization
------------------------------------------------------------------
Blast Energy Services Inc. reported that the U.S. Bankruptcy Court
for the Southern District of Texas has entered an order confirming
its Second Amended Plan of Reorganization.  This ruling allows the
Company to emerge from Chapter 11 bankruptcy in the next few days.

The overall impact of the confirmed Plan is for Blast to emerge
with unsecured creditors fully paid, have no debt service
scheduled for at least two years, and keep equity shareholders'
interests intact.  The major components of the Plan, which was
overwhelmingly approved by creditors and shareholders, are
detailed in the following paragraphs.

Under the terms of this confirmed Plan, the company has raised
$4.0 million in cash proceeds from selling convertible preferred
securities to Clyde Berg and McAfee Capital, two parties related
to the company's largest shareholder, Berg McAfee Companies. Upon
receipt by the escrow agent of the written confirmation order,
these funds will be released to the company and will be used to
pay 100% of the unsecured creditor claims, all administrative
claims, and all statutory priority claims for a total amount of
approximately $2.4 million.  The remaining $1.6 million will be
used to execute an operational plan, including but not limited to,
reinvesting in the Satellite Services and Down-hole Solutions
businesses and pursuing an emerging Digital Oilfield business.

This Plan also preserves the equity interests of our existing
shareholders.  Further, the company will continue to prosecute
the litigation against Quicksilver Resources and Hallwood
Petroleum/Hallwood Energy.  Blast has previously estimated these
legal recoveries to be in the range of $15 million to $45 million
(gross).  Trial dates have been set for April 14, 2008 and
Sept. 15, 2008 for Hallwood and Quicksilver respectively.

Under the terms of the Plan, the company will carry these three
secured notes -- none of which are due and payable for at least
two years:

   -- A $2.1 million interest-free senior note with Laurus Master
      Fund is secured by the assets of the company and payable
      from a 65% portion of the proceeds that may be received for
      the customer litigation lawsuits or asset sales;

   -- A $125,000 note to McClain County, Oklahoma for property   
      taxes will also be paid from the receipt of litigation
      proceeds, or otherwise, it converts to a six-percent
      interest bearing note in February 2010;

   -- A pre-existing secured $1.1 million eight-percent note with
      Berg McAfee Companies has been extended for an additional
      three years and contains an option to be convertible into
      company stock at $0.20 per share.  No other claims exist on
      the future operating cash flows of the company.

The convertible preferred security issued under the terms of the
Plan carries a cumulative dividend rate of eight percent and is
convertible into common stock at $0.50 per share.  The offering
includes 25% warrant coverage with an exercise price of $0.10 over
a three-year term and is subject to certain mandatory conversion
provisions.

Certain other liabilities, including $800,000 in financing
obtained during the bankruptcy period, will be converted into
common stock at $0.20 per share now that the Plan has been
confirmed.  As a result, the Company expects to have approximately
64 million shares issued and outstanding on a going forward basis
including the preferred shares issued under the Plan.  The
equivalent fully diluted number of shares is expected to be
approximately 88 million, which includes the impact from all
unexercised stock option and warrants and the conversion option of
the Berg McAfee secured note.

Also, as a part of its Plan, the company will be implementing
certain other corporate matters, including:

   -- Changing its corporate domicile from the State of California
      to the State of Texas;

   -- Increasing its authorized shares from 100 million to
      200 million, including 20 million shares of preferred stock;

   -- Reducing membership of its Board of Directors - O. James
      Woodward III, Fred Ruiz, and Scott Johnson will be retiring
      and current Vice Chairman, H. Roger "Pat" Herbert, has
      agreed to serve as Chairman of the new Board.

                       About Blast Energy

Headquartered in Houston, Blast Energy Services Inc. and its
debtor-affiliate Eagle Domestic Drilling Operations LLC --
http://www.blastenergyservices.com/-- owns and contracts land
drilling rigs to third parties.  The Debtor also provides services
relating to drilling rig operations.

Blast Energy owns and develops abrasive jetting intellectual
property, technology and equipment providing downhole production
enhancement and drilling solutions, and satellite broadband access
for Internet, data, email, applications, VoIP and video streaming
as energy industry management tools providing real-time
supervisory control and data acquisition.

The company filed for Chapter 11 protection on Jan. 19, 2007
(Bankr. S.D. Tex. Case No. 07-30424 and 07-30426).  H. Rey
Stroube, III, Esq., represent the Debtors.  The Official Committee
of Unsecured Creditors is represented by Alan D. Halperin, Esq.,
at Halperin Battaglia Raicht LLP.  When the Debtor filed for
protection from its creditors, it listed total assets of
$63,500,851 and total debts of $51,019,486.


BLUE WATER: To Give Access & Security Rights to Big 3 Automakers
----------------------------------------------------------------
The $25,000,000 postpetition financing to be funded by Citizens
Bank to Blue Water Automotive Systems Inc. is contingent on the
provision of financial accommodations by certain of Blue Water's
major customers.

Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, informs the U.S. Bankruptcy Court for the Eastern
District of Michigan that Ford Motor Company, General Motors
Corporation, and Chrysler LLC have agreed "in concept" to provide
certain financial accommodations to the Debtors.  As of February
15, 2008, only Ford had agreed to provide financial accommodation
to the Debtors.

Blue Water didn't specify the final value of the accommodations,
comprised of credit agreements and surcharge payments, to be
provided by the Participating Customers.

Ms. O'Neill relates that the Debtors, the Participating Customers
and Citizens Bank continue to negotiate the final terms of the
financial accommodations, and the access and security rights to
be granted by the Debtors in exchange for the accommodations.

The financial accommodations expected to be granted by the
Participating Customers to the Debtors include:

    -- An agreement not to resource production from the Debtors
       prior to a specified date.

    -- Expedited payment terms (not to exceed 14 days of sales
       outstanding on average).

    -- Execution of a credit enhancement agreement.

    -- A guaranty by Ford of overformula advances.

    -- Payment by each of GM and Chrysler of a weekly surcharge.

    -- Separate funding by each of the Participating Customers of
       all capital expenditures relating to new programs that the
       Debtors are launching for the Participating Customer.

    -- Direct payment by the respective Participating Customers
       of the unpaid purchase price for certain tooling.

The accommodations would be in exchange for certain obligations
of the Debtors, including:

     * The Debtors' agreement to build inventory banks on certain
       terms.

     * The Debtors' engagement in a process for the sale of all
       or substantially all of their assets to a qualified buyer
       on an agreed timeline.

     * The Debtors' agreement to use their commercial best
       efforts to obtain agreements of each of their other
       customers who represent two% or more of their sales to
       provide accommodations to the Debtors with equivalent
       economic benefit as those of the Participating Customers.

     * An acknowledgment by the Debtors as to the ownership of
       tooling used to manufacture parts for the Participating
       Customers.

In addition, the Debtors have agreed to grant the Participating
Customers access and other security rights, including liens:

   (1) The Debtors' grant to the Participating Customers of the
       right to use and occupy the Debtors' operating assets and
       real estate to manufacture parts for those customers on a
       default.

   (2) The Debtors' grant of liens and security interests in the
       operating assets and real estate to secure the Debtors'
       obligations to grant the Participating Customers the
       Right of Access.

   (3) The Debtors' indemnification of the Participating
       Customers from losses or liabilities arising from claims
       or liabilities arising or accruing before the exercise of
       the Right of Access.

   (4) The Debtors' acknowledgment that the Participating  
       Customers would not have an adequate remedy at law and
       would be entitled to specific performance of the
       Right of Access, including through the appointment of a
       receiver.

   (5) The Debtors' acknowledgment that the Participating
       Customers would suffer irreparable harm if they exercise
       the Right of Access and the Debtors fail to cooperate with
       them and the Debtors' waiver of more than 48 hours' notice
       of any judicial proceeding instituted by the Participating
       Customers to enforce the Right of Access.

   (6) The Debtors' grant of a non-exclusive worldwide,
       irrevocable, fully paid right and license to use any
       intellectual property to develop and manufacture the parts
       in connection with an exercised Right of Access.

The Debtors seek the Court's authority to enter into
accommodation agreements with the Participating Customers.

Ms. O'Neill tells the Court that the Debtors are in dire need of
financing to continue their efforts to maintain the value of
their estates, and the Debtors are unable to obtain financing on
terms that do not include the provision of access and security
rights to the Participating Customers.

                About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 5,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BLUE WATER: Can Use Cash Collateral Through March 3
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Blue Water Automotive Systems, Inc., and its affiliates
to utilize not more than $16,000,000 of the company's operating
cash through March 3, 2008, for purposes provided under a proposed
13-week budget commencing February 11, 2008.

A copy of the 13-Week Proposed Budget is available for free at:

     http://bankrupt.com/misc/bluewater_13WeekBudget.pdf

The Operating Cash includes (i) collections from participating
customers, Ford Motor Company, General Motors Corporation, and
Chrysler LLC, including a $7,700,000 payment from Ford; (ii)
collections on prepetition and postpetition receivables from other
customers; and (iii) the $2,640,000 in financial accommodations
provided by the Participating Customers.

The Participating Customers will provide a total of $2,640,000 of
financial accommodations to the Debtors during the period between
February 25 to March 3:

   Customer                       Cash Payment
   --------                       ------------
   Ford                             $1,800,000
   GM                                  490,000
   Chrysler                            350,000

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

The Prepetition Lenders will be granted a replacement lien in the
assets of the Debtors in the amount equal to the Operating Cash
used by the Debtors until March 3, 2008.  

The Debtors will also pay the Prepetition Lenders 55% of the sale
price of finished goods sold during the Interim Period, which
will be applied to the prepetition revolving loan so that all
Prepetition Amounts must be paid in full by March 5.

The Budget includes $800,000 for professional fees and expenses
incurred during the Interim Period, which amount includes $35,000
for the fees and expenses incurred by the Debtors' counsel.

The Court will convene a hearing on March 3 for further extension
of the use of cash collateral, if necessary.  The Court will also
convene a hearing on March 10 to consider final approval of the
cash collateral request.  Objections to the 3rd Interim Order
must be received by March 10.

               Packaging Materials Supplier Objects

St. Clair Packaging, Inc., opposes the Debtors' use of cash
generated by the Debtors arising out of the use of unpaid
packaging materials it delivered to them.

Michael W. Bartnik, Esq., at Bartnik Law Office, in Troy,
Michigan relates that St. Clair is owed in excess of $86,218 for
prepetition delivery of packaging goods and materials, of which:

   -- $43,126 worth of goods were delivered during the 45 days
      immediately preceding the Petition Date, entitling
      St. Clair to a reclamation claim; and

   -- About $14,581 of the reclamation goods were delivered 20
      days prior to the Petition Date, entitling the claimant to
      an administrative claim under Section 503(b)(9) of the
      Bankruptcy Code.

Section 363(c)(2) of the Bankruptcy Code provides that a debtor
may not use cash collateral without the consent of each creditor
with an interest in the cash collateral, which includes the
proceeds, offspring, rents or profits of property.  Pursuant to
Section 363(c)(4), a debtor is required to segregate and account
for any cash collateral in their possession, custody or control.

St. Clair asks the Court to deny the Debtors access to
postpetition financing and to cash collateral unless they
promptly pay its $14,581 administrative expense claim.

                About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 5,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BLUE WATER: PolyOne Objects to $25,000,000 DIP Financing
--------------------------------------------------------
PolyOne Corporation, which asserts a $952,097 reclamation claim
against Blue Water Automotive Systems, Inc. conveyed apprehensions
over the proposed $25,000,000 DIP borrowings on grounds that the
additional debt would lessen recovery to administrative creditors
should Blue Water's reorganization fail.

PolyOne tells the U.S. Bankruptcy Court for the Eastern District
of Michigan it needs information regarding the strength of the
Debtors' operations and cash flow, including the value of the
Debtors' assets, both on a going concern and liquidation
basis, to determine whether the proposed loan is in the creditors'
best interests.

Robert C. Folland, Esq., at Thompson  Hine LLP, in Cleveland,
Ohio, notes that:

    -- the proposed $25,000,000 financing, of which $15,000,000
       will be immediately made available to the Debtors, is
       being provided on a superpriority basis pursuant to
       Section 364(c)(1) of the Bankruptcy Code, and stands to
       be paid ahead of PolyOne and all other administrative
       claimants in the event of a liquidation;

    -- Court-appointed professionals are receiving carve-outs for
       their services rendered postpetition, including a
       $1,000,000 carve-out should an event of default occur.  
       Without the carve-outs, the professionals' fees would be
       pari passu with those of PolyOne and other administrative
       creditors; and

    -- in addition to the debt, Blue Water will incur multitude
       of fees for Citizens Bank, including a $250,000 closing
       fee, collateral monitoring fees, and unused line fees.

"It does not appear that any of this new cash is being used to
pay down prepetition secured debt, thus significantly increasing
the burden these estates," Mr. Folland points out.

PolyOne seeks to preserve its rights to object to the final
approval of the DIP Loan, asserting that it is not yet convinced
that such Postpetition Financing is in the best interests of the
creditors of the Debtors' estates.

                About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 5,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BROTMAN MEDICAL: Wants Until May 22 to File Chapter 11 Plan
-----------------------------------------------------------
Brotman Medical Center Inc. asks the United States Bankruptcy
Court for the Central District of California to further extend its  
exclusive periods to:

   a) file a Chapter 11 plan until May 22, 2008; and

   b) solicit acceptances of that plan until July 21, 2008.

The Debtor say that it is currently evaluating some restructuring
alternatives that would provide the greatest recovery for all
creditors.

The Debtor said that it is seeking additional replacement sources
of financing to fund a plan and is in negotiation with several
lenders regarding that new financing.

Accordingly, the Debtor seeks additional time to consider and
explore the available opportunities and continue its operational
improvements.

A hearing has been set on March 12, 2008, to consider approval of
the Debtor's request.  The hearing will be held at Courtroom 1475
at 255 East Temple Street in Los Angeles, California.

                      About Brotman Medical

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of    
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  Courtney E. Pozmantier, Esq., and  Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P., The
Debtor selected Kurztman Carson Consultants LLC as its claims
agent.  The U.S. Trustee for Region 16 appointed nine creditors
to serve on a Official Committee of Unsecured Creditors in this
case.  Buchalter Nemer represents the Creditors Committee.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $1 million and $100 million.


BROTMAN MEDICAL: Ombudsman Taps Greenberg Traurig as Counsel
------------------------------------------------------------
Suzanne Koenig, the appointed patient care ombudsman in Brotman
Medical Center Inc., asks the United States Bankruptcy Court for
the Central District of California for permission to employ
Greenberg Traurig LLP as her counsel, effective as of Jan. 8,
2008.

As ordered by the Court on Dec. 18, 2007, the U.S. Trustee for
Region 16 appointed SAK Management Services LLC president Suzanne
Koenig as patient care ombudsman in the Debtor's case.

Greenberg Traurig will:

   a) represent the Ombudsman in any proceedings or hearing in the
      Court, and in any action in other courts where the rights of
      the patients may be litigated or affected as a result of the
      Bankruptcy case;

   b) advise the Ombudsman concerning the requirements of the
      Bankruptcy Code and Bankruptcy Rules and the requirements of
      the Office of United States Trustee relating to the
      discharge of her duties under Section 333 of the Bankruptcy
      Code;

   c) advise and represent the Ombudsman concerning any potential
      health law related issues; and

   d) perform other legal services as may be required under the
      circumstances of this case in accordance with the
      Ombudsman's powers and duties as set forth in the Bankruptcy
      Code.

The firm's professionals and their compensation rates are:

      Professional                    Hourly Rate
      ------------                    -----------
      Nancy A. Peterman, Esq.             $615
      Adam Starr, Esq.                    $415
      Kerry Carlson, Esq.                 $215

      Designation                     Hourly Rate
      -----------                     -----------
      Shareholders                     $335-$950
      Counsels                         $320-$800
      Associates                       $200-$585
      Legal Assistants                  $75-$300
      Paralegals                        $75-$300

Nancy A. Peterman, Esq., a shareholder of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Ms. Peterman can be reached at:

      Nancy A. Peterman, Esq.
       (petermann@gtlaw.com)
      Greenberg Traurig LLP
      77 West Wacker Drive, Suite 2500
      Chicago, Illinois 60601
      Tel: (312) 456-8400
      Fax: (312) 456-8435
      http://www.gtlaw.com/

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of    
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  Courtney E. Pozmantier, Esq., and  Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P., The
Debtor selected Kurztman Carson Consultants LLC as its claims
agent.  The U.S. Trustee for Region 16 appointed nine creditors
to serve on a Official Committee of Unsecured Creditors in this
case.  Buchalter Nemer represents the Creditors Committee.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $1 million and $100 million.


BRYAN ROAD: Judge Says Agreement to Foreclose in Bankruptcy Valid
-----------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida acknowledged the validity of an
agreement between Bryan Road LLC and secured lender Florida
Community Bank that allows the bank to begin foreclosure
proceedings if Bryan Road later files for bankruptcy, Bill
Rochelle of Bloomberg News reports.

Mr. Rochelle relates that on the eve of foreclosure in July, Bryan
Road, which owns a 210 unit dry-storage boat condominium in Dania
Beach, Florida, entered into a workout contract with the bank,
which was owed $8.7 million, providing Bryan Road a grace period
to cure defaults.

However, the Debtor failed to make payments and filed for Chapter
11 bankruptcy to reorganize on the eve of foreclosure in
September, Mr. Rochelle discloses.

Judge Olson held that a reorganization plan is not possible since
it may take years before all of the 210 condominium units would be
sold, Mr. Rochelle recounts.  So, the judge allowed the bank to
foreclose.

Headquartered in Dania, Florida, Bryan Road LLC --
http://www.daniabeachboatclub.com/-- owns and operates a dry  
dock condominium.  The company filed for Chapter 11 protection on
Sept. 25, 2007 (Bankr. S.D. Fla. Case No. 07-17922).  Andrew J.
Nierenberg, Esq., in Coral Gables, Florida, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
assets and liabilities between $1 million and $100 million.


CENTRAL ILLINOIS: WW Constructor Mulls Sale Bidding Procedure
-------------------------------------------------------------
WW Constructors Inc. asks the United States Bankruptcy Court for
the Central District of Illinois to deny approval of the bidding
procedure for the sale of substantially all of Central Illinois
Energy LLC's assets.

WW Constructors asserts a mechanic's lien against property owned
by the Debtor.  WW Constructors asserts that the procedures
relating to the resolution of mechanic's lien claims are
inadequate in detail as stated in the Debtor's sale request.

WW Constructors says that the proposed procedure calls for binding
arbitration between the subcontractor mechanic's lien claimants
and creditor only.  However, Lurgi PSI Inc., a creditor and
general contractor of the Debtor, is a necessary party to any
arbitration involving subcontractors, it adds.

Charles M. Rock, Esq., at Hasselberg Rock Bell & Kuppler LLP
in Peoria, Illinois, says that these lien claimants hold claims
against Lurgi PSI that exceeds Lurgi's claims against the Debtor.

If Lurgi PSI does not participate in binding arbitration, several
procedural issues are unresolved, according to WW Constructors.

WW Constructors asks the Court to direct the Debtor to modify the
sale request.

                           Asset Sale

The Debtor asked the Court to approve the bidding procedure for
the sale of all its assets for $80 million to Newco LLC, a limited
liability company to be formed by the lenders under a certain
$87,500,000 secured credit facility dated April 24, 2006.

According to the Debtor's motion, Newco will buy the assets
subject to any valid, perfected Mechanic's lien claims; provided
that Newco will have the benefit of any defenses, counterclaims
and all other rights of the Debtor to be asserted against the
holders of Mechanic's lien claims.

The Debtor proposed March 17, 2008 as bid deadline for qualified
bidders to submit their offers.

The Debtor will conduct a sale auction on March 20, 2008, at 10:00
a.m., to take place at:

     Barash & Everett, LLC
     256 S. Soangetaha Road, Suite 108
     Galesburg, Illinois 61402-1408

The sale is expected to close by March 31, 2008.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
the Debtor intends to sell it unfinished ethanol plant in Canton,
Illinois.  The estimated cost of the plant was $40 million during
2001.  When the Debtor went bankrupt late last year, at least
$130 million was already applied to the still unfinished plant.

                  About Central Illinois Energy

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  The U.S. Trustee for Region
10 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors in this case.  When the Debtor filed for
protection from its creditors, it listed assets between $1 million
to $100 million, and more than $100 million in liabilities.


CHOCTAW GENERATION: S&P Downgrades Rating to 'BB+' From 'BBB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
electricity provider Choctaw Generation L.P.'s pass-through trust
certificates due 2023 and 2030 to 'BB+' from 'BBB-'.  The outlook
remains negative.
      
"The downgrade is based on our expectation that operating margins
at the plant will remain pressured in the near term until there is
a permanent solution to the nagging heat-rate efficiency issue at
the plant," said Standard & Poor's credit analyst Chinelo
Chidozie.
     
Availability problems in recent years have further pressured
fixed-charge coverage at the project.
     
Choctaw, an indirect, wholly owned subsidiary of Suez Energy North
America (formerly Tractebel Power), is a 440 MW lignite-fired
generating facility that sells power to the Tennessee Valley
Authority (TVA; AAA/Stable/--) under a 30-year purchased-power and
operating agreement (PPOA).  A 30-year lignite sales agreement
with Mississippi Lignite Co. protects margins, and the project
passes through fuel costs associated with generation to TVA at an
assumed heat rate of 10,150 BTU per kilowatt-hour.
     
The negative outlook reflects the likelihood that the planned
major maintenance outage in fall 2008 will only partially address
the ongoing heat-rate issues at the project, and ultimate
resolution may be a few years away.  S&P could lower the rating
further if the planned outage does not result in improved
availability at the plant.  A stable outlook would follow improved
plant availability, and an upgrade is possible if the heat rate
issues are ultimately resolved.


CITIZENS COMMS: Board Approves $200 Mil. Stock Repurchase Program
-----------------------------------------------------------------
Citizens Communications disclosed that it repurchased 2,175,000
shares of its common stock for $30.9 million during the fourth
quarter, and completed its $250.0 million authorized stock
repurchase program.

The company's board of directors has authorized a new common stock
share repurchase program.  Under the new program, up to
$200 million of common stock may be repurchased over the next 12
months.  The company expects that its capital expenditures for the
full year 2008 will be roughly $300 million to $310 million, and
its free cash flow for the full year 2008 will be roughly $450
million to $475 million.

The company's next regular quarterly cash dividend of $0.25 per
share will be paid on March 31, 2008 to shareholders of record on
March 10, 2008.  The company expects that dividends paid to
stockholders in 2008 will be treated as dividends for federal
income tax purposes.  Shareholders are encouraged to consult with
their tax advisors.

Headquartered in Stamford, Connecticut, Citizens Communications
Company (NYSE:CZN) -- http://www.czn.net-- is a communications  
company providing services to rural areas and small and medium-
sized towns and cities.  The company operates in one segment:
frontier, which provides both regulated and unregulated
communications services to residential, business and wholesale
customers.  During the year ended Dec. 31, 2006, the company added
approximately 75,100 new high-speed Internet customers and almost
88,200 customers began buying a bundle or package of its services.
At Dec. 31, 2006, it had approximately 393,200 high-speed data
customers and almost 517,700 customers buying a bundle or package
of services.  In 2006, the company sold its CLEC business,
Electric Lightwave LLC.  In March 2007, the company completed the
acquisition of Commonwealth Telephone Enterprises Inc.  In
November 2007, the company completed the acquisition of Global
Valley Networks Inc. and GVN Services.


CITIZENS COMMS: S&P Ratings Unmoved by $200 Mil. Stock Repurchase
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Stamford, Connecticut-based incumbent local exchange
carrier Citizens Communications Co. (BB+/Negative/--) are not
affected by the company's recently announced $200 million stock
repurchase program.

S&P is comfortable that leverage will remain within the parameters
of the current rating, even after share repurchases over the next
year, although the company will have less financial flexibility in
the event that operations deteriorate materially.


CONSOLIDATED COMM: To Redeem $130 Mil. 9-3/4% Sr. Notes on April 1
------------------------------------------------------------------
Consolidated Communications Holdings Inc. will redeem its 9-3/4%
Senior Notes due in 2012, of which $130 million in aggregate
principle amount are outstanding, on April 1, 2008.  The
redemption price will be 104.875% of the principal amount plus
accrued and unpaid interest to the date of redemption.

The company will fund the redemption by borrowing pursuant to the
credit agreement dated as of Dec. 31, 2007.  The agreement
includes a delayed draw term loan facility of up to $140 million
for the purpose of funding the senior note redemption and to pay
related fees and expenses.

The delayed draw term loan facility shall bear an interest rate
consistent with other term loans under the credit facility and
will mature on Dec. 31, 2014.  As a result of this transaction,
the company estimates it will save approximately $3 million in
annualized cash interest expense.

               About Consolidated Communications

Based in Mattoon, Illinois, Consolidated Communications Holdings,
Inc. -- http://www.consolidated.com/-- is a rural local exchange
company providing voice, data and video services to residential
and business customers in Illinois and Texas.  Each of the
operating companies has been operating in their local markets for
over 100 years.  With approximately 241,000 local access lines and
over 43,000 digital subscriber lines, the Company offers a wide
range of telecommunications services, including local and long
distance service, custom calling features, private line services,
dial-up and high-speed Internet access, digital TV, carrier access
services, and directory publishing. Consolidated Communications is
the 17th largest local telephone company in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2008,
Standard & Poor's Ratings Services raised its rating on
Consolidated Communications Holdings Inc.'s $130 million of 9.75%
senior notes due 2012 to 'BB-' from 'B' and assigned a '3'
recovery rating, indicating that lenders can expect meaningful
(50%-70%) recovery in the even of a payment default.  The notes
were removed from CreditWatch where they were placed on Oct. 16,
2007.


CONSTELLATION BRANDS: Appoints Peter Perez as Board Director
------------------------------------------------------------
Constellation Brands Inc.'s board of directors authorized an
increase in board positions from nine to 10, and approved Peter
Perez, 54, to fill the new board seat effective Feb 19, 2008.  

Mr. Perez is executive vice president of human resources for
ConAgra Foods Inc., a $12 billion, international packaged foods
company based in Omaha, Nebraska.

"Peter has a wealth of human resources experience with large,
international, food, beverage and service companies, and his
unique point of view and strategic thinking will complement our
board," Richard Sands, Constellation Brands chairman, said.  "In
particular, his efforts to build a diverse and inclusive corporate
culture align well with Constellation's long-held values."

A native of Aurora, Illinois, Mr. Perez joined ConAgra in 2003 as
senior vice president of human resources.  He held a similar
position with W. W. Grainger Inc., after holding senior human
resource positions at Pepsi-Cola General Bottlers and the Kraft
General Food division of Philip Morris Companies Inc.  He began
his career with Emerson Electric as a production supervisor in
1979.

Mr. Perez has a Bachelor of Science degree in Production and
Personnel Management from Eastern Illinois University, and a
Master of Management in Human Resources Management and
Organizational Behavior from Northwestern University's Kellogg
Graduate School of Management.

                  About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in
the U.K., Australia, Canada, New Zealand; Mexico.

Barton Brands Ltd. is the spirits division of Constellation Brands
Inc. is a producer, importer and exporter of a wide range of
spirits products, including brands such as Black Velvet Canadian
Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Fitch Ratings assigned a 'BB-' rating to a note registered by
Constellation Brands Inc. to fund the purchase price of Beam Wine
Estates Inc., a subsidiary of Fortune Brands Inc: $500 million
8.375% senior unsecured note due Dec. 15, 2014.  The rating
outlook is negative.


COTT CORP: S&P Puts 'CCC+' Sub Debt Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit and 'CCC+' subordinated debt ratings on Toronto-
based beverage manufacturer Cott Corp. on CreditWatch with
negative implications.
     
"The CreditWatch listing follows Cott's announcement that ongoing
negotiations with Wal-Mart Stores Inc. could result in a reduction
of shelf space and merchandising support for its private label
carbonated soft drinks in the U.S.," said Standard & Poor's credit
analyst Lori Harris.
     
Wal-Mart (AA/Stable/A-1+) is Cott's most important customer,
representing about 40% of Cott's total revenues.  The company
provides private label carbonated soft drinks (CSD) and water to
Wal-Mart; however, CSD is its most important product line.
     
Standard & Poor's is concerned about a potential significant
volume reduction and its impact on Cott's profitability, which is
already pressured by elevated raw material costs.  S&P will keep
the ratings on Cott on CreditWatch until the 2008 merchandising
and shelf space for Sam's Choice CSD is finalized and S&P obtains
better visibility regarding forecast volumes and profitability.


CSFB HOME: Low Credit Enhancement Levels Cues Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded 19 certificates and placed on
review for possible downgrade 3 classes of certificates from three
transactions issued by CSFB Home Equity Mortgage Trust.  Both
transactions are backed by second lien loans.  The certificates
were downgraded or placed on review for possible downgrade because
the bonds' credit enhancement levels, including excess spread and
subordination, were too low compared to the current projected loss
numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: CSFB Home Equity Mortgage Trust 2005-3

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M-4, Downgraded to Baa1 from A2

  -- Cl. M-5, Downgraded to Ba2 from A3

  -- Cl. M-6, Downgraded to B3 from Baa1

  -- Cl. M-7, Downgraded to Caa2 from Baa2

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to C from Ca

Issuer: CSFB Home Equity Mortgage Trust 2005-4

  -- Cl. M-2, Placed on Review for Possible Downgrade,           
     currently Aa2

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. M-7, Downgraded to B3 from Baa3

  -- Cl. M-8, Downgraded to Ca from Ba3

  -- Cl. M-9A, Downgraded to C from Caa2

  -- Cl. M-9F, Downgraded to C from Caa2

Issuer: CSFB Home Equity Mortgage Trust 2005-HF1

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to Ba3 from Baa2
  -- Cl. M-9, Downgraded to B3 from Ba1
  -- Cl. B-1, Downgraded to Ca from Ba3
  -- Cl. B-2, Downgraded to C from Caa1


CWHEQ REVOLVING: Moody's Downgrades Ratings on Seven Certificates
-----------------------------------------------------------------
Moody's Investors Service downgraded 7 certificates and placed on
review for possible downgrade 1 class of certificates issued by
CWHEQ Revolving Home Equity Loan Trust, Series 2006-A.  The
transaction is backed by home-equity line of credit second lien
loans.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Additionally, there is a mortgage insurance policy
from United Guaranty Residential Insurance Company that covers
59.7% of the pool at the deal closing.  Despite the protection
provided by the pool policy, the certificates were downgraded and
placed on review for possible downgrade as the bonds' current
credit enhancement levels, including excess spread, compared to
the current projected losses on the non covered portion of the
pool is not consistent with the existing ratings on the bonds.

Complete rating actions are:

Issuer: CWHEQ Revolving Home Equity Loan Trust, Series 2006-A

  -- Cl. A, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Baa3 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from Baa2
  -- Cl. M-5, Downgraded to B2 from Ba2
  -- Cl. M-6, Downgraded to Caa3 from B3
  -- Cl. B, Downgraded to C from Ca


CW MINING: Moves for Rejection of Involuntary Chapter 11 Petition
-----------------------------------------------------------------
C.W. Mining Co., dba Co-Op Mining Company, asked the U.S.
Bankruptcy Court for the District of Utah to trash the involuntary
chapter 11 petition filed by three of its creditors, Steven
Oberbeck writes for The Salt Lake Tribune.

The three petitioning creditors are Aquila Inc., House of Pumps
Inc., and Owell Precast LLC.

C.W. Mining contested that before the creditors' petition was
filed, it "generally" repaid its debts on time, Tribune relates.

The Debtor added that the $3,440 trade debt allegedly owed to
Owell Precast LLC, has already been satisfied, Tribune reveals.

On Aquila's demand for a $24.8 million judgment, the Debtor said
that the claim is still on dispute since the verdict issued by the
Hon. Tena Campbell of the U.S. District Court has been appealed,
the report says.  At a trial, Judge Campbell found that the Debtor
missed the delivery of several thousands of tons of coal and
subsequently awarded Aquila the $24.8 million judgment, based on
the report.

According to Tribune's report, the Debtor claims that two out of
the three creditors weren't fit to file the involuntary petition.

The Debtor's special counsel, Russell S. Walker, Esq., at Woodbury
& Kesler, argued that since there are more than a dozen creditors,
at least three of them must file the involuntary petition, Tribune
notes.

                         About Aquila Inc.

Headquartered in Kansas City, Missouri, Aquila Inc. (NYSE: ILA) --
http://www.aquila.com/-- owns electric power generation and
operates electric and natural gas transmission and distribution
networks serving over 900,000 customers in Colorado, Iowa, Kansas,
Missouri and Nebraska.

                        About C.W. Mining

Salt Lake City, Utah-based C.W. Mining Co., dba Co-Op Mining
Company, mines coal near the base of Huntington Canyon in Emery
County.

In 2003, about 75 workers were on strike alleging low pay and
unsafe working condition in the company's mine.  The workers also
demanded re-employment of those who were fired because of union
membership.  The workers had planned to form the United Mine
Workers.  However, C.W. Mining continues to employ non-union
workers.

Creditors, Aquila Inc., House of Pumps Inc., and Owell Precast
LLC filed involuntary chapter 11 petition against C.W. Mining on
Jan. 8, 2008 (Bankr. D. Utah Case No. 08-20105).  Keith A. Kelly,
Esq., represents the petitioning creditors.  Aquila seeks judgment
of $24,841,988, House of Pumps demands repayment of trade debt
worth $19,256 and Owell Precast demands payment of $3,440 in trade
debt.


D&E COMMS: Crown Castle Releases Company from its Guarantee
-----------------------------------------------------------
D&E Communications, Inc. and certain of its wholly owned
subsidiaries entered into an agreement with Crown Castle USA Inc.  
and Crown Castle MU LLC, which was formerly known as Mountain
Union Telecom LLC.

The agreement releases the company from its obligations under a
guarantee agreement with Crown and Mountain Union for lease
obligations of wireless tower sites of Keystone Wireless LLC.

In January 2003, the company sold the assets of its wireless
subsidiary, Conestoga Wireless Company, to Keystone Wireless.  
When the company entered into the Asset Purchase Agreement with
Keystone Wireless, under which Keystone Wireless was assigned the
responsibility for the leases, Crown declined to release the
company from its guarantee.  The guarantee was a continuing
guarantee provided on an individual tower site basis.   

                     About D&E Communications

Based in Lancaster County, Pennsylvania, D&E Communications Inc.
(NASDAQ: DECC) -- http://www.decommunications.com/-- is an  
integrated communications provider offering high-speed data,
Internet access, local and long distance telephone, data,
professional IT services, network monitoring, security solutions
and video services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services revised the outlook on D&E
Communications Inc. to stable from negative, and affirmed its
ratings, including the 'BB-' corporate credit rating.


DUNMORE HOMES: To File Plan by March 21; Wants Control of Case
--------------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, a chapter 11
debtor has the exclusive right to file a plan of reorganization
during the first 120 days following the filing of its chapter 11
petition, and thereafter to solicit acceptances to any plan so
filed for a period of an additional 60 days.

Section 1121(d) empowers the court to extend the Exclusivity
Periods for "cause."  Upon the request of a party in interest
made and after notice and a hearing, a court may for cause reduce
or increase the Exclusive Plan Filing Period and the Exclusive
Solicitation Period.

Dunmore Homes, Inc.'s exclusive period to file a plan of
reorganization under Section 1121(b) is set to expire on March 7,
2008, and its exclusive period to solicit acceptances of that
plan will expire on May 6, 2008.

According to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl
& Jones LLP, in San Francisco, California, the Debtor's current
intention is to file a plan by March 21, 2008 so that a
disclosure statement hearing can be held on April 29, 2008.  She
asserts that an extension of the Debtor's Exclusive Periods will
be necessary to finalize negotiations with the Official Committee
of Unsecured Creditors regarding a consensual plan of liquidation
for the benefit of all creditors.

Ms. Grassgreen informs the U.S. Bankruptcy Court for the Eastern
District of California that the Committee and the
Debtor have determined that a simple liquidating plan that will
distribute funds to creditors in accordance with to their
statutory priority is more efficient and economical than a Chapter
7 liquidation.

The Debtor is currently working with the Committee on a plan and
disclosure statement and hopes to file present it to the Court in
March, according to Ms. Grassgreen.  The Debtor, however, may not
be in the position to file a plan on or before current Exclusive
Plan Filing deadline, she avers.

Thus, by this motion, the Debtor asks the Court to extend:

   (a) its exclusive period to file a Chapter 11 plan through and
       including May 6, 2008; and

   (b) its exclusive period to solicit acceptances of that plan
       through and including July 7, 2008.

Ms. Grassgreen asserts the requested extension is warranted in
light of the progress the Debtor has made in:

   (i) its negotiations and cooperation with the Committee;
  (ii) the pursuit of third party claims;
(iii) the sale of other assets; and
  (iv) claim analysis and reconciliation.

As previously reported, the Debtor has entered into a prosecution
stipulation with the Committee, subject to the Court's approval,
which provides the Committee with the necessary authority to
investigate and pursue certain claims on behalf of the estate.  
Ms. Grassgreen contends that extending the Exclusive Periods will
allow the Debtor and the Committee an opportunity to take into
account claims in connection with a plan.

In addition, Ms. Grassgreen reveals that the Debtor and the
Committee have been negotiating a plan of liquidation pursuant to
which a liquidation trust will be established and the Committee's
financial advisor will act as the liquidation trustee.  She adds
that the Committee has already drafted a proposed liquidation
trust agreement, and the Debtor and the Committee continue to
negotiate the terms of the agreement.

Moreover, Ms. Grassgreen tells the Court that the Debtor has been
moving forward to reconcile the nature and amount of claims
against its estate in order to enable it to formulate a plan of
liquidation.  The Claims Bar Date has been established as
March 20.  After the expiration of the Bar Date, it will be
possible to fully and accurately analyze the claims against the
Debtor's estate.  She adds that by extending the Exclusive
Periods, the Debtor and the Committee will develop and propose a
plan based on accurate claims information.

The Debtor also avers that it has made substantial progress in
winding up its financial affairs for the benefit of creditors in
the short time its Chapter 11 case has been pending.  The Debtor
has acted diligently in determining its assets, evaluating their
worth and developing strategies designed to obtain the best
possible return on their liquidation, Ms. Grassgreen avers.

The Debtor adds that it has been paying its postpetition expenses
as they come due, and has been properly administering its case by
complying with all of the obligations imposed upon it, including
schedules and monthly operating reports.

Ms. Grassgreen assures the Court that the Debtor is asking for an
extension of the Exclusive Periods in good faith, and does not
intend to cause delay or exert pressure on its creditors.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

(Dunmore Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUNMORE HOMES: Lets Creditors Panel Pursue Avoidance Actions
------------------------------------------------------------
Dunmore Homes, Inc., and the Official Committee of Unsecured
Creditors ask the U.S. Bankruptcy Court for the Eastern District
of California to authorize the Committee to identify, pursue, and
prosecute, on behalf of the Debtor's estate, certain actions for
recovery.

The Debtor and the Committee stipulate that the Committee will be
authorized to identify and prosecute certain actions for recovery
under Sections 541(a), 544, 545, 547, 548, 549, 550, and 553(b)
of the Bankruptcy Code, and certain other actions arising out of
prepetition conduct and agreements under applicable non-
bankruptcy law, including the right of the Committee to pursue
on behalf of the Debtor's estate any claims against any current
or former insiders, as the term is defined in Section 101(31)
of the Bankruptcy Code, or any of its affiliates or successors.

According to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York, the Debtor acknowledge that it would be
in its best interest and its creditors that the Committee
generally prosecute the Actions in order to maximize recoveries
to creditors.

Ms. Grassgreen says that the Committee wants to pursue the
Actions and Claims immediately because the Debtor and the
Committee expect a confirmation hearing to occur in early May or
June 2008.  She contends that time is of the essence because of
the wind-down nature of the Debtor's case.  

If the Debtor and the Committee waits, Ms. Grassgreen maintains,
employees who may be able to provide meaningful information might
leave their employment, thereby increasing the cost of pursuing
information.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor's exclusive period to
file a plan expires on March 7, 2008.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

(Dunmore Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUNMORE HOMES: Bankruptcy Court Sets March 20 Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
established March 20, 2008, as the deadline for creditors and
other parties-in-interest to file written proofs of claim against
Dunmore Homes, Inc.

The General Bar Date applies to all types of claims against the
Debtor that arose before the Petition Date, including secured
claims, unsecured priority claims, unsecured non priority claims
and claims filed by governmental units.

These entities must file proofs of claim on or before the General
Bar Date:

   -- Any entity (a) whose prepetition claim against the Debtor
      is not listed in the Debtor's Schedules or is listed as
      "disputed," "contingent" or "unliquidated" and (b) that
      desires to participate in the Chapter 11 case or share in
      any distribution in the Case; and

   -- Any entity that believes its prepetition claim is
      improperly classified in the Schedules or is listed in an
      incorrect amount and that desires to have its claim allowed
      in a classification or amount other than that identified in
      the Schedules.

The Court further ruled that proofs of claim must:

   -- conform substantially to Form No. 10 of the Official
      Bankruptcy Forms;

   -- be filed by standard mail, overnight delivery or hand
      delivery so as to be received on or before March 20 at:

           U.S. Bankruptcy Court
           Robert T. Matsui United States Courthouse
           501 I Street, Suite 3-200
           Sacramento, CA 95814-2322

   -- be filed so as to be received by the Court on or before
      the Bar Date; and

   -- be signed, include supporting documentation or an
      explanation as to why documentation is not available, be in
      the English language, and be dominated in United States
      currency.

Creditors who fail to file a proof of claim in the appropriate
form by the Bar Date will be barred from asserting any claim
against the Debtor, from voting on any plan of reorganization,
and from participating in any distribution in the Debtor's case
on account of their claims.

The Debtor intends to provide parties-in-interest with at least
30 days' notice of the General Bar Date.  

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor's exclusive period to
file a plan expires on March 7, 2008.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

(Dunmore Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUNMORE HOMES: Wants to Engage Newmeyer as Special Counsel
----------------------------------------------------------
Dunmore Homes, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of California for authority to employ Newmeyer
Dillion LLP as its special litigation counsel, on a contingency
fee basis.

According to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, Newmeyer is a full service
business law firm with over 60 attorneys and two offices.  She
notes that Newmeyer has broad experience in resolving all types
of insurance disputes for both individuals and business policy
holders.  The firm has successfully represented policy holders in
hundreds of third party liability insurance disputes involving an
insurer's duty to investigate, defend, indemnify and settle
claims against the policy holder.  Newmeyer also represents
policy holders in first party claims to obtain benefits and
damages, including punitive damages, against their insurers.

Given the firm's substantial experience and expertise, the Debtor
believes that Newmeyer is well-qualified to provide assistance in
its Chapter 11 proceeding.

Ms. Grassgreen relates that the Debtor has executed a contingency
fee agreement with Newmeyer dated January 25, 2008, pursuant to
which Newmeyer will provide legal services in connection with the
recovery of roughly $700,000 from the Debtor's primary carriers,
additional insurers and subcontractors in connection with three
lawsuits:

   1. Cooper vs. Dunmore, Sacramento County Superior Court,
      Action No. 05-AS-01766

   2. Swan vs. Dunmore, Sacramento County Superior Court, Action
      No. 05-AS-01766

   3. Barksdale vs. Dunmore Homes, Sacramento County Superior
      Court, Action No. 04-AS-03485

                          The Lawsuits

In the Cooper, Swan and Barksdale Actions, the Debtor tendered
its defense to its primary and additional insuring carriers.  
Some of those carriers accepted the defense, but the Debtor
incurred a substantial amount of costs in connection with those
Actions for several reasons, according to Ms. Grassgreen:

   -- Roughly $400,000 in attorney fees and costs in the Cooper
      and Swan Actions, and

   -- Roughly $300,000 in repair costs, consultant expenses,
      temporary worker fees and photocopying expenses in the Swan
      and Barksdale Actions.

Specifically, the Debtor needs Newmeyer to:

   -- negotiate with primary carriers on a settlement, or if no
      settlement can be reached, commence litigation against the
      primary carriers;

   -- negotiate with additional insuring carriers, including
      potential instituting litigation against one or more of a
      group of additionally insuring carriers;

   -- seek to recover additional funds from the subcontractors as
      a part of the overall negotiations in connection with
      pending negotiations within certain cases; and

   -- coordinate with Wood Smith Henning & Berman, the counsel
      retained by the Debtor's insurance carriers.

Ms. Grassgreen contends that the legal services Newmeyer is
contemplated to provide to the Debtor are necessary to enable the
Debtor to maximize the value of its estate and to successfully
pursue its Chapter 11 case.  She assures the Court that the legal
services of Newmeyer will not duplicate the services that other
professionals may provide to the Debtor.

Newmeyer's compensation will be based on a percentage of net
recovery obtained:

   (a) If no amount is recovered, Newmeyer will receive no fee.

   (b) For any recovery obtained before a substantial trial
       preparation, Newmeyer will receive 33% of any net
       recovery.  

   (c) For any recovery obtained after substantial trial
       preparation has begun, Newmeyer will receive 40% of any
       net recovery.

Payment will be made by the Debtor directly out of the proceeds
of the litigation, without need for further Court approval.  

In addition to the contingency fee, Newmeyer will be entitled to
reimbursement of necessary expenses the firm incurs.

The Debtor tells the Court that Newmeyer does not, and will not,
hold any interest or represent any party adverse to the Debtor or
its estate with regard to the specified matters for which the
Debtor seeks to employ Newmeyer.

Ms. Grassgreen says that Newmeyer has previously represented the
Debtor in certain matters, but did not act as counsel of record
to the Debtor in any of those matters except to a limited extent.  
In addition, she informs the Court that Newmeyer is an unsecured
creditor of the Debtor for prepetition legal services for
$45,000.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor's exclusive period to
file a plan expires on March 7, 2008.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

(Dunmore Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Creditor Opposes Confirmation of Chapter 11 Plan
-----------------------------------------------------------------
Johnson Electric North America, Inc., asked the U.S. Bankruptcy
Court for the District of Delaware to deny confirmation of Dura
Automotive Systems Inc. and its debtor-affiliates' Joint Plan of
Reorganization.

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, says the Plan is unconfirmable because it provides for
the assumption of a contract between with Debtors and Johnson
Electric without proposing to cure the existing default of
$2,078,859, under the contract.

Failure to cure existing default violates Sections 365(b),
1123(b) and 1123(d) of the Bankruptcy Code, thus rendering the
Plan unconfirmable, Ms. Davis asserts.

Johnson Electric asked that, if the Court confirms the Plan, the
Court should compel the Debtors to pay the $2,078,859 Cure
Amount.

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

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

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

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

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

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


EASTMAN KODAK: Dennis Strigl Elected to Board of Directors
----------------------------------------------------------
Eastman Kodak Company has elected Dennis F. Strigl, President
and Chief Operating Officer of Verizon Communications, to its
board of directors, effective Feb. 21, 2008.

Mr. Strigl, 61, became President and COO of Verizon in January
2007.  In 2000, he was responsible for bringing together the
domestic wireless operations of Bell Atlantic, Vodafone AirTouch
and GTE to form Verizon Wireless, for which he served as
President and CEO until being named to his current position with
the company.

"I am pleased to welcome Denny Strigl to our board," said
Antonio M. Perez, Kodak's Chairman and Chief Executive Officer.  
"Denny is widely recognized as one of the most prominent
architects of the wireless communications industry.  He launched
the first cellular communications network in the U.S. while
leading Ameritech's Mobile Communications business, and during
his leadership at Verizon Wireless, increased the company's
revenue by nearly 121 percent.  Denny will bring a depth of
experience to the board in an industry that is increasingly
relevant to Kodak."

Mr. Strigl received his bachelor's degree in business
administration from Canisius College, and his MBA from Fairleigh
Dickinson University.  He began his career with New York
Telephone and held positions at AT&T and Wisconsin Telephone
before becoming Vice President of American Bell, Inc.  His
career took him to senior leadership positions at Ameritech
Mobile Communications, Bell Atlantic, and Bell Atlantic Global
Wireless, where he was named president and CEO in 1991.

Mr. Strigl is past chairman of the Board of Directors of the
Cellular Telecommunications and Internet Association, and serves
on the boards of directors of Verizon Wireless, Anadigics Inc.,
PNC Financial Services Group and PNC Bank.  He also serves as
chairman of the Board of Trustees of Canisius College.

Mr. Strigl's election brings the Kodak board to 12 members, 11
of whom are independent directors, with Antonio Perez serving as
the only non-independent director.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Eastman Kodak Co. and removed the ratings from
CreditWatch, where it has been placed with negative implications
on Aug. 2, 2006.  The outlook is negative.


ELAN CORP: Moody's Changes Outlook to Positive; Holds B3 Ratings
----------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Elan
Corporation, plc and Elan Finance plc to positive from stable.  At
the same time, Moody's affirmed Elan's existing ratings including
the B3 Corporate Family Rating.

Moody's last rating action on Elan was an affirmation of the
ratings with a stable rating outlook on Nov. 9, 2006 in
conjunction with a B3 rating assignment to a senior note offering.

"The change in Elan's rating outlook to positive reflects steady
market acceptance of Tysabri approximately 18 months after the re-
launch," stated Moody's Senior Vice President Michael Levesque.   
Other positive developments include the recent FDA approval of
Tysabri in moderate to severe Crohn's disease, and the initiation
of Phase III clinical trials of bapineuzumab in Alzheimer's
disease in a collaboration with Wyeth.

"However, thee B3 rating remains constrained by uncertainty that
Elan will attain positive free cash flow, especially if any
additional PML cases arise," continued Levesque.

Elan's B3 Corporate Family Rating reflects the criteria outlined
in Moody's Global Pharmaceutical Rating Outlook including size and
scale (where Elan maps to the "B" category), cash flow relative to
debt ("Caa"), and cash coverage of debt ("Ba").  Elan's rate of
cash use is still significant, reflecting higher spending on R&D,
and generic pressures affecting the Maxipime franchise.

A rating upgrade could result from additional market acceptance of
Tysabri, leading Moody's to conclude that Elan is on a clear path
to generating positive free cash flow.  Negative rating pressure
could develop if Moody's believes that Elan is unlikely to ever
achieve positive earnings and cash flow.

Ratings affirmed:

Elan Corporation plc:

  -- B3 Corporate Family Rating
  -- B2 Probability of Default Rating

Elan Finance plc:

  -- B3 (LGD4, 65%) fixed rate senior notes of $850 million due
     2011 (guaranteed by Elan Corporation, plc and subsidiaries)

  -- B3 (LGD4, 65%) floating rate senior notes of $300 million due
     2011 (guaranteed by Elan Corporation, plc and subsidiaries)

  -- B3 (LGD4, 65%) fixed rate senior notes due 2013 (guaranteed  
     by Elan Corporation, plc and subsidiaries)

Elan Corporation, plc is a specialty biopharmaceutical company
headquartered in Dublin Ireland, with areas of expertise in
neurological and autoimmune disease, and drug delivery technology.
The company reported $759 million of total revenue in 2007.


ERIE MUNICIPAL: S&P Lifts Rating From BB+ on Liquidity Improvement
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB-'
from 'BB+' on Erie Municipal Airport Authority, Pennsylvania's
series 1999 bonds, issued for Erie International Airport.  The
outlook is stable.  The upgrade reflects the authority's
consistent improvement in debt service coverage levels and
liquidity position since 2003.
     
Overall, the 'BBB-' rating reflects a non-hub airport with good
DSC and liquidity, balanced against weak enplanement trends.  More
specifically, the rating reflects weaknesses including declining
enplanement trends--an 11% decline to 143,000 in fiscal 2007 and a
14% decline in fiscal 2006--due to reductions in service by two
airport carriers and one carrier ceasing operations completely,
leaving the airport with three airline carriers; a weak
competitive position, as the airport faces competition from
airports in Buffalo, Cleveland, and Pittsburgh, which all have
low-fare carriers; and a service area with weak demographic trends
and below-average wealth levels.
     
Offsetting these weaknesses are steadily improving DSC over the
past five years, to 2.4x, based on preliminary fiscal 2007 results
(year-end Dec. 31) after a rate covenant violation in 2003; good
liquidity position, evidenced by an unrestricted cash balance of
$2.5 million as of Dec. 31, 2007, which equates to about 266 days'
cash on hand, or 117% of airport revenue debt outstanding; and a
low debt burden, at approximately $15 per enplanement, and no
additional debt needs through 2013.
      
"We expect that the airport will maintain its DSC and liquidity
position close to current levels," said Standard & Poor's credit
analyst Adam Torres.  "Should airline carrier service level
decisions lead to continued enplanement declines, we expect that
the airport will proactively raise rates and charges to ensure
that financial metrics remain sound.  A rating or outlook change
could occur if the airport does not adequately maintain DSC and
liquidity levels.  Increases to the airport's debt burden could
also be a rating concern."
     
In 2002, Standard & Poor's downgraded the airport to 'BB+' due to
rate covenant violations, a weak cash position, and uncertainty
regarding the effects that air carrier service level changes would
have on the airport's financial performance.
     
DSC based on preliminary 2007 results was strong, at 2.4x, up
steadily since rate covenant violations in 2002 and 2003 left the
airport with DSC ratios of negative 1.05x and negative 0.9x,
respectively.  However, all debt service obligations were met
using the airport's cash and no draws were made on the airport's
debt service reserve fund.  Since 2003, DSC has steadily improved.   
DSC in 2004 improved to 1.4x as a result of the airport
implementing rate increases and increased enplanement trends.  In
2004, enplanements rebounded and rose 26% over the previous year.
     
The rating action affects roughly $2.2 million of debt.


EXCO RESOURCES: Reports $36.99 Mil. Net Loss for 2007 Fourth Qtr.
-----------------------------------------------------------------
EXCO Resources Inc. reported net loss available to common
stockholders at $36.99 million for the three months ended Dec. 31,
2007, compared to the net loss for the same period in 2006 of
$0.96 million.  For the full fiscal year ended Dec. 31, 2007, the
company incurred a net loss of $83.31 million compared to the net
income of $138.95 million for the prior year.

Over the three months period ended Dec. 31 for 2007, the company
generated revenues of $211.4 million compared to $145.5 million
total revenues for the fourth quarter of 2006.  For the fiscal
2007, the company generated revenues totaling to $906.5 million
compared to $559.4 million revenues for 2006.

"2007 was an outstanding year for EXCO operationally and
financially, and also a significant transition year," Douglas H.
Miller, EXCO's chief executive officer commented.  "For most of
2005, 2006 and early 2007, we were primarily focused on
accumulating a substantial, long-life resource base in four key
areas -- East Texas/North Louisiana, Appalachia, Permian and Mid-
Continent."

"Through some $4.7 billion of acquisitions, coupled with
approximately $980 million of divestitures in non-core areas and
the sale of our Canadian operations, we more than accomplished our
original goal," Mr. Miller added.  "Since early 2007, we have
concentrated on consolidation, staffing and identification of
upside potential in our resource base."

"We have hired over 450 people since early 2006, including
approximately 300 during 2007 alone," Mr. Miller continued.  "We
concentrated on hiring the best technical staff available and have
added 49 geologists, engineers and other technical personnel."

"Through a concentrated technical review of our resource base, we
have identified 2.3 Tcfe of probable and possible reserves, 4.4
Tcfe of unbooked potential and a substantial inventory of
production and reserve enhancements to our base assets," Mr.
Miller relayed.  "Included in the unbooked potential is our
significant position in the rapidly developing Marcellus shale
play in Appalachia."

"In 2008, we will continue to concentrate our efforts on enhancing
our base, developing our proved, probable and possible reserves
and exploiting our significant potential reserves in Appalachia in
the Marcellus and other shale assets, in East Texas and North
Louisiana through our horizontal drilling plans in tight gas
formations, and in other areas," Mr. Miller imparted.  "As
evidenced by our recent acquisition of shallow natural gas assets
in our central Pennsylvania operating area, we will continue to
acquire assets which complement our core holdings."

"We are very pleased with our current position in terms of
production, people and asset base and are extremely optimistic
about 2008 and beyond," Mr. Miller stated.

Cash flow from operations before working capital changes for 2007
was $614 million, or a 198% increase from 2006.  The company
utilized this cash flow in combination with its revolving credit
facilities and proceeds from the issuance of $2.0 billion of
preferred stock to fund acquisitions and its capital programs of
approximately $2.8 billion.  In addition, it sold properties
outside its core operating areas during 2007, resulting in
proceeds of approximately $500 million.

The company's total shareholders' equity is at $1.1 billion as of
Dec. 31, 2007.

                        About EXCO Resources

Headquartered in Dallas, Texas, EXCO Resources Inc. (NYSE: XCO)
-- http://www.excoresources.com/-- is an oil and natural gas    
acquisition, exploitation, development and production company,
with principal operations in Texas, Louisiana, Ohio, Oklahoma,
Pennsylvania and West Virginia.

                           *     *     *

In August 2007, Moody's placed the company's long-term corporate
family rating and probability of default rating at B2, and senior
unsecured debt rating at Caa1.  These ratings still hold to date.  
The outlook is negative.

Standard & Poor's, on Nov. 17, 2008, placed the company's long-
term foreign and local issuer credits at B in December 2006, which
still holds to date.


FAIRPOINT COMMUNICATIONS: To Complete Spinco-Merger on March 31
---------------------------------------------------------------
FairPoint Communications Inc. expects to consummate its merger
with Northern New England Spinco Inc., a subsidiary of Verizon
Communications Inc., on March 31, 2008, subject to the
satisfaction of certain conditions.  

Spinco will hold specified assets and liabilities that are used in
Verizon's local exchange business and related activities in Maine,
New Hampshire and Vermont.

Verizon's board of directors has established a record date of
March 7, 2008, for the proposed spin-off of shares of Spinco
common stock to Verizon stockholders, which Verizon expects,
subject to the satisfaction of certain conditions, to occur on
March 31, 2008.  The spin-off is anticipated to be followed
immediately by the consummation of the Merger.

FairPoint has been advised by the New York Stock Exchange that
beginning on or about March 5, 2008, and continuing through the
anticipated closing date of the Merger, there will be two markets
in FairPoint common stock on the NYSE:

   -- a "regular way" market (trading under the symbol "FRP"); and

   -- a "when issued" market (trading under the symbol "FRP wi").

If a Verizon stockholder sells shares of FairPoint common stock in
the when issued market during this time, the stockholder will be
selling his or her right to receive shares of Spinco common stock
that will be converted into FairPoint common stock in the Merger.
Trades in the FairPoint when issued market will settle after the
closing date of the Merger.  If the Merger is not completed, these
trades will be cancelled.

Contingent on the closing of the Merger, FairPoint expects to pay
a dividend on its common stock to stockholders of record on the
business day immediately preceding the closing date of the Merger.
Verizon stockholders who receive shares of FairPoint common stock
in the Merger and purchasers of FairPoint common stock in the
FairPoint when issued market will not be entitled to receive this
dividend.

                  About FairPoint Communications

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- provides
communications services to rural and small urban communities
across the country.  FairPoint owns and operates 30 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                          *     *     *

FairPoint Communications Inc. continues to carry Moody's Investor
Services' "B1" probability of default and long-term corporate
family ratings, which were placed in January 2005.


FINANCIAL GUARANTY: 'A' Rating Prompts S&P to Cut 341 RMBS Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 374
classes from 141 U.S. residential mortgage-backed securities
transactions guaranteed by Financial Guaranty Insurance Co. and XL
Capital Assurance Inc. due to the recent rating actions on these
insurers.  In addition, S&P affirmed its ratings on 264 classes
guaranteed by MBIA Insurance Corp. and removed them from
CreditWatch with negative implications.

On Feb. 25, 2008, Standard & Poor's took these actions on the
financial enhancement ratings of these insurers:

  -- S&P lowered the rating on FGIC to 'A' from 'AA' and kept it
     on CreditWatch with developing implications;    

  -- S&P affirmed the 'AAA' rating on MBIA and removed it from
     CreditWatch with negative implications; and

  -- S&P lowered the rating on XLCA to 'A-' from 'AAA' and kept it
     on CreditWatch with negative implications.

The FGIC rating actions affected 341 U.S. RMBS classes, all of
which were rated 'AAA' before the downgrades.  Eleven of these
classes were not on CreditWatch before the downgrades, and S&P
removed the remaining 330 ratings from CreditWatch with negative
implications, where they had been placed during recent months.  
S&P lowered 333 of these ratings to 'A', two to 'A+', one to
'AA-', and five to 'AA'.  Standard & Poor's determined that
despite the recent negative rating actions on FGIC, certain
transactions have sufficient credit enhancement to support ratings
that are higher than the 'A' rating assigned to the FGIC monoline.   
S&P has therefore maintained higher ratings on the related
classes.

Additionally, S&P affirmed its 'AAA' ratings on 264 U.S. RMBS
classes and removed them from CreditWatch negative to reflect the
affirmation of the rating on MBIA and its removal from
CreditWatch.  Standard & Poor's Bond Insurance group resolved the
negative CreditWatch placement on MBIA after the insurer
successfully accessed $2.6 billion of additional claims-paying
resources.  This, in turn, ensures that credit enhancement to the
RMBS classes MBIA insures is sufficient and stable, as reflected
in the long-term ratings on these classes.  

The downgrades of 33 classes from 15 U.S. RMBS deals resulted from
the XLCA rating actions.  Twenty-five of these ratings were
lowered to 'A-' and remain on CreditWatch negative; five were
lowered to 'A'; two were lowered to 'A+'; and one was lowered to
'AA+' and removed from CreditWatch negative.  Standard & Poor's
determined that despite the recent negative rating actions on
XLCA, certain transactions have sufficient credit enhancement to
support ratings that are higher than the 'A-' rating assigned to
the XLCA monoline.  S&P has therefore maintained higher ratings on
the related classes.

Standard & Poor's will continue to monitor its ratings on all
classes linked to the referenced bond insurers and take
appropriate rating actions, as necessary.


FORD MOTOR: European Commission Directs Return of EUR27 Mil. Aid
----------------------------------------------------------------
The European Commission has ordered the government of Romania to
recover EUR27 million in state aid from Ford Motor Co., Reuters
reports.

The European Union executive ruled that Romania handed illegal
state aid to Daewoo Craiova, formerly Daewoo Automobile Romania
S.A., during the car's sale to Ford in September 2007, Reuters
relates.  

Following a five-month probe, EC said that conditions binded to
the sale of a 72% stake in Craiova -- including minimum production
level and employment guarantees -- resulted to lower price than if
the sale was unconditional, which amounted to illegal aid.

"Regional development, which the Commission supports, must not
allow distortions of competition," Commissioner Neelie Kroes was
quoted by Reuters as saying.

Meanwhile, Romania's Prime Minister Calin Tariceanu said he was
"unpleasantly surprised" by the decision, but ruled out an appeal,
noting that the government was rushing to close the deal, Reuters
relates.

Ford of Europe welcomes the announcement by the EC that it has
closed its investigation into the privatization process of
Automobile Craiova in Romania, thus clearing the way for Ford's
purchase of the vehicle manufacturing facility.

The purchase of the plant will be finalized following the
ratification of the special law for the privatisation of
Automobile Craiova which is before the Romanian Parliament.  The
special law is expected to be ratified on March 4, 2008.

"I am pleased that the European Commission has concluded its
investigation in such a short period of time," Ford of Europe
President and CEO, John Fleming said.  "We worked with the
Romanian authorities around the clock to provide all the necessary
information to help the Commission come to its decision.

"Nothing has changed in our exciting plans for the Craiova plant",
Mr. Fleming said.  "Our goal is now to assume full ownership of
the plant as quickly as possible and turn it into a world-class
manufacturing complex."

Ford said in October 2007 that it acquired Daewoo Romania
believing the privatization was in line with all EU laws, Reuters
relates.

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

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

                          *     *     *

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

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


FORTUNOFF: Seven Creditors Want Their Goods Returned
----------------------------------------------------
Seven creditors of Fortunoff Fine Jewelry and Silverware LLC and
its debtor-affiliates demand the return of their goods from the
Debtors:

                                   Amount of
   Creditors                         Goods
   ---------                       ---------
   BB&T Commercial Finance          $492,250
   Martin Flyer, Inc.                136,492
   Borax Paper Products, Inc.         25,655
   Bulbtronics, Inc.                  20,419
   Olde Towne Window Works, Inc.      17,983
   Elrene Home Fashions                6,261
   Elk Lighting, Inc.                  5,835

The parties assert that they are entitled to reclamation of their
products delivered to the Debtors pursuant to Uniform Commercial
Code Section 2-702 and Section 546(c) 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)


FRANK YOUNG: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: The Frank E. Young Family Partnership, Ltd.
             121 South Anchorage Drive
             North Palm Beach, FL 3340

Bankruptcy Case No.: 08-12241

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Frank Emerson Young                        08-12240

Chapter 11 Petition Date: February 27, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Craig I. Kelley, Esq.
                     (ecf@kelleylawoffice.com)
                  1665 Palm Beach Lakes Boulevard, Suite 1000
                  West Palm Beach, FL 33401
                  Tel: (561) 491-1200
                  http://www.kelleylawoffice.com/

                                Total Assets       Total Debts
                                ------------       -----------
The Frank E. Young Family       $10 million to     $10 million to
Partnership, Ltd.               $50 million        $50 million

Frank Emerson Young             $10 million to     $100 million to
                                $50 million        $500 million

A. The Frank E. Young Family Partnership, Ltd's Five Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City National Bank             real estate; value of $14,600,000
25 West Flagler Drive          security: $10,872,630
Miami, FL 33130

Sterling Bank                  real estate; value of $2,052,286
P.O. Box 20509                 security: $1,410,329
West Palm Beach, FL 33416

Sterling Bank                  real estate           $859,000
P.O. Box 20509
West Palm Beach, FL 33416

Ronald Hyman on behalf of      derivative action of  $288,000
Sunland Development, Inc.      shareholder
Attention: Scott Newman, Esq.
222 Lakeview Avenue,
Suite 1000
West Palm Beach, FL 33401

Gary, Dytrych & Ryan, P.A.     legal fees            $13,260

B. Frank Emerson Young's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City National Bank             real estate           $14,600,000
25 West Flagler Drive
Miami, FL 33130
10,872,630.00 secured

National City Bank             real estate; value of $13,351,452
Attention: Shayne Thomas       security: $9,000,000
C.N.L. II, 7th Floor
420 South Orange Avenue
Orlando, FL 32801

Ben and Kathyrn Schachter      real estate; value of $10,580,165
Schachter Family, L.P.         security: $16,980,165
5320 South Shore Boulevard     value of senior lien:
Lake Worth, FL 33467           $19,776,452

Sterling Bank                  real estate; value of $2,911,286
P.O. Box 20509                 security: $1,410,329
West Palm Beach, FL 33416

BankAtlantic                   real estate           $2,739,550
P.O. Box 8608
Fort Lauderdale, FL 33310

Seacoast National Bank         real estate; value of $2,147,300
815 Colorado Avenue            security: $1,600,000
Stuart, FL 34994

Sunland Homes, Inc.            personal loan         $1,800,000
4510 Royal Palm Beach
Boulevard
West Palm Beach, FL 33411

Commerce Bank                  real estate; value of $963,600
Attention:                     security: $301,834
Allen R. Tomlinson, Esq.
505 South Flagler Drive
P.O. Box 3475
West Palm Beach, FL 33402

Internal Revenue Service       taxes pending audit   $486,952
The Honorable
Michael B. Mukasey,
Attorney General of the
United States
950 Pennsylvania Avenue
Northwest, Room 4400
Washington, D.C. 20530-0001

Ronald Hyman on behalf of      derivative action     $288,000
Sunland Development, Inc.      shareholder
Attention: Scott Newman, Esq.
222 Lakeview Avenue,
Suite 1000
West Palm Beach, FL 33401

New Okeechobee, L.L.C.         damages               $250,000
Attention:
Donald Dufresne, Esq.
One Clearlake Center,
Suite 1010
250 South Australian Avenue
West Palm Beach, FL 33401

Enterprise National Bank       real estate; value of $211,000
                               security: $200,000

Gary, Dytrych & Ryan P.A.      legal fees            $13,260

Nason, Yeager, Gerson, White   legal fees            $10,000
& Lioce, P.A.

F.P.L.                         electric charges      $719


GENERAL MOTORS: In Discussions with BMW AG on Possible Tie-Up
-------------------------------------------------------------
Bayerische Motoren Werke AG is in talks with General Motors Corp.
and Fiat SpA on a possible tie-up on engines and gear boxes, the
Thomson Financial reports citing a Financial Times Deutschland
pre-release.

According to the report, BMW is also in talks with Daimler AG's
Mercedes-Benz on a possible tie-up for the joint development of
new gear systems and automotive components.  The talks however are
tuning out to be difficult than expected, the report adds.

                             About BMW

Bayerische Motoren Werke AG, better known as BMW --
http://www.bmw.com/-- is one of Europe's top automakers.  BMW's  
car offerings include sedans, coupes, convertibles, and sport
wagons in the 3 Series, 5 Series, 6 Series, and 7 Series model
groups. Other models include the M3 coupe and convertible; the X5
sport utilities; and the Z4 roadster.  In addition to its BMW
automobiles, the company's operations include motorcycles (K 1200
GT, R 1200 RT, and F 800 S models, among others), the MINI
automotive brand, Rolls-Royce Motor Cars, and software (softlab
GmbH).  BMW's motorcycle division also offers a line of
motorcycling apparel such as leather suits, gloves, and boots.

                        About Fiat S.p.A.

Headquartered in Turin, Italy, Fiat S.p.A. --
http://www.fiatgroup.com/-- is one of the largest industrial
groups in Italy and the fourth largest European-based automobile
manufacturer, with revenues of EUR33.4 billion in the first nine
months of 2005.  Fiat's creditors include Banca Intesa, Banca
Monte dei Paschi di Siena, Banca Nazionale del Lavoro,
Capitalia, Sanpaolo IMI, and UniCredito Italiano.

                     About General Motors

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


GENERAL MOTORS: Fitch Holds IDR at 'B' with Negative Outlook
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

Fitch projects that despite significant cost reduction programs
that have occurred at GM's North American operations, negative
cash flows at GM are expected to increase in 2008, leading to more
pronounced liquidity drains.  Weak economic conditions in the
U.S., continuing restructuring costs, high commodity costs and
supplier issues (including Delphi) will more than offset
healthy results from international operations.  In the absence of
improvement in North American economic conditions or access to
additional capital, Fitch projects that GM's liquidity could drop
below $20 billion within the next year.  As a result, Fitch
expects that further restructuring will be required in addition to
the current employee buyout program.  The persistent lack of
profitability, even with a lower fixed cost base, indicates that
GM will have to further prune low-margin vehicles and production
capacity.  Fitch expects that this will lead to the closure of at
least three more assembly plants over the intermediate term than
has been announced to date.

GM has made very substantial improvement in its North American
cost structure and over the past five years has significantly
mitigated risks and liabilities associated with its pension and
OPEB obligations.  The terms of the recent UAW agreement,
including the transfer of healthcare cost inflation from GM to the
UAW trust, will realize meaningful cash savings beginning in 2010.  
However, this has come at a cost.  GM's debt is expected to total
approximately $45 billion (including $8.4 billion issued as part
of the UAW VEBA trust agreement that will not appear on GM's
balance sheet until 2010), up more than $32 billion since yearend
2002, despite a healthy level of asset sales.  This figure may
increase as GM seeks additional financing opportunities to
sustain liquidity.  Interest expense will represent an increasing
claim on cash flows in 2008 and 2009, while declining income from
GM's shrinking cash and securities portfolio will provide less of
an offset.  GM's loss of market share and sale of assets (GMAC,
Allison Transmission) also provide a reduced earnings base with
which to meet future debt obligations.  As a result, Fitch
does not expect GM to be in a position to reduce debt obligations
over the next three years.  GM retains access to approximately
$7 billion in committed credit lines in the U.S.

Although GM has a manageable maturity schedule over the next
several years, repayment of maturities from cash holdings would
accelerate the expected decline in liquidity.  Given the existing
state of the capital markets, GM may have limited access to
external capital for refinancing purposes.  The recent change to
the VEBA funding plan, replacing $4 billion in cash with
$4 billion in a two-year note, will provide a helpful, but
temporary boost to liquidity.  In the absence of a rebound in
second-half economic conditions or access to additional capital,
Fitch projects that liquidity could drop below $20 billion within
the next year.  Upon a rebound in the U.S. housing market,
contribution margins will benefit from improved volume and margins
in the key pickup truck market.

Fitch forecasts that GM's projected cost savings from the 2007 UAW
agreement will be insufficient to reverse consolidated negative
cash flows through 2009 without revenue stabilization.  Given weak
economic conditions, this is not projected to occur in 2008.  
Despite a string of recent successful product offerings, the
decline in the remainder of GM's product portfolio has prevented
consolidated improvement.  Over the near term, GM's North American
strategy currently relies on replacing uncompetitive products with
newly competitive products, which will be a severe challenge as GM
struggles to find niches for a number of overlapping products and
brands.

Fitch expects that GM will have to make meaningful reductions in
brand/product/segment offerings over the intermediate term.  
Accordingly, Fitch expects that GM could close an additional 3-4
assembly plants.

Shareholder considerations may also encourage a reduction in
exposure to the U.S. market, potentially allowing the company's
stronger, higher growth international operations to represent a
more material component of GM's consolidated valuation.

Commodity prices will continue to hurt GM's margins, although the
rate of increase is likely to slow in comparison to 2007, allowing
more of the company's manufacturing efficiencies to benefit margin
performance.  However, GM is likely to face escalating costs and
required financial support for second and third-tier suppliers
that will continue to face bankruptcy (and potential liquidation)
from lower Detroit Three production and lack of access to capital.

GM's international operations have transitioned into a material
positive factor for the ratings.  The company's growth in China,
Latin America and a number of developing markets provide an
increasing offset to the company's North American operations, but
also are now producing free cash flow that can be applied to
consolidated debt or restructuring obligations.  However, the
4th quarter loss in GM's European operations and the extraordinary
profitability that the industry has enjoyed in Latin America
question the sustainability of 2007 results into 2008.

These events could result in a downgrade of GM:

   -- Consolidated cash drains in excess of $8 billion, which
      results in liquidity dropping below $20 billion;

   -- Lack of progress in reducing fixed costs, combined with
      a reduction in international profitability;

   -- Double-digit production cuts in North America throughout   
      2008 resulting from a more severe decline in economic
      conditions or a deterioration in GM's product  
      competitiveness.

Attempts to resolve the Delphi situation have become increasingly
extended and expensive to GM.  GM took an additional $1.5 billion
in reserves in 2007, and will continue to incur expenses over the
medium term.  With Delphi currently unable to raise the financing
required to exit bankruptcy, the situation remains highly
uncertain.  An extended stay in bankruptcy and increasing costs
accruing to GM could result in the event that the agreement
with Apaloosa is unable to be closed.  Although resolution of GM's
price penalty to Delphi represents an opportunity for further cost
reductions over the intermediate term, Delphi will remain a
meaningful competitive disadvantage.

Deteriorating performance at GMAC has materially reduced estimated
recovery valuations from this asset.  Fitch does not expect that
GM will provide additional capital to support GMAC's ResCap
operations, given GM's liquidity position and its primary focus on
GMAC's auto finance operations.  Any additional capital
contributed to GMAC by GM would be viewed as a negative.  Fitch
remains concerned about asset quality deterioration, funding costs
and ABS market conditions at GMAC and the industry in 2008.

Recovery ratings remain in the same category, although projected
recovery valuations have moved modestly lower.  Negative movements
include a significant deterioration in the asset value of GM's 49%
stake in GMAC, and higher debt levels, which are offset by
increased valuations for the company's international holdings in
Latin America and Asia (primarily China).

Fitch has affirmed these ratings:

   * General Motors

     -- IDR at 'B';
     -- Senior unsecured debt at 'B-/RR5'
     -- Senior Secured at 'BB/RR1'.

   * General Motors of Canada

     -- IDR at 'B';
     -- Senior unsecured at 'B-/RR5'.


GPC BIOTECH: Plans to Reduce 38% of Workforce to Conserve Cash
--------------------------------------------------------------
GPC Biotech AG disclosed a corporate restructuring to sharpen its
focus on oncology clinical development efforts and to further
reduce costs to extend its cash reserves to cover approximately
three years of operating expenses.  The restructuring is mainly
focused on the company's early-stage research activities in Munich
and will result in a reduction in the total workforce of
approximately 38%, or 38 employees.  The remaining work force will
be 14 in Munich and 49 in Princeton, New Jersey.

                    Retirement of Executives

In addition, the company said that, by mutual consent, Elmar
Maier, Ph.D., Chief Operating Officer/Martinsried and Senior Vice
President, Business Development, and Sebastian Meier-Ewert, Ph.D.,
Senior Vice President and Chief Scientific Officer, two co-
founders of GPC Biotech, are retiring from their positions on the
Management Board of the company, effective immediately.  The
retirement will allow an appropriate resizing of the Board, given
the reduced size of the company.  However, both Dr. Maier and Dr.
Meier-Ewert will remain dedicated to the company as advisors.  
This includes their continued support of the company's internal
pre-clinical and development programs, as well as licensing and
mergers and acquisitions activities.

Bernd R. Seizinger, M.D., Ph.D., Chief Executive Officer, said:
"We have implemented a comprehensive strategic plan which includes
a sharper focus on what we believe are our most promising oncology
development programs and a further reduction of the company's cost
structure, so that we have approximately three years of operating
cash on hand.  This will give us additional flexibility, even
under challenging market conditions.  These goals for the long-
term viability of GPC Biotech have sadly necessitated a staff
reduction. I would like to express my sincere appreciation to our
affected employees for their many contributions to the company."

Dr. Seizinger continued: "I would also like to express my
heartfelt gratitude to Dr. Maier and Dr. Meier-Ewert, who co-
founded our Company over ten years ago, for their vision and
tireless efforts in building GPC Biotech.  I am very pleased they
will continue to serve the Company in an advisory capacity that
will include assisting us with our internal programs as well as
potential licensing and M&A opportunities."

                  Oncology Development Pipeline

The company also provided an update on its oncology development
pipeline, with its efforts being focused on satraplatin and the
cell-cycle inhibitors program. Internal development of the 1D09C3
monoclonal antibody is being discontinued.

                   Moving Satraplatin Forward

GPC Biotech revised its development plan for satraplatin and
decided to continue certain clinical trials, stop other studies
and selectively initiate new trials.  The company continues to
analyze overall survival data from the Phase 3 SPARC trial in
second-line hormone-refractory prostate cancer.  Pre-specified
analyses show that subgroups of satraplatin-treated patients who
received Taxotere(R) (docetaxel) as first-line chemotherapy or who
had pain at baseline (Present Pain Intensity 2-5) had a trend
toward better survival.  The company is also evaluating potential
registrational paths for satraplatin, including beyond second-line
hormone-refractory prostate cancer.  A Marketing Authorization
Application for satraplatin in Europe was submitted by partner
Pharmion in 2007, and a decision on this application is expected
in the second half of 2008.

                 Antibody Development Discontinued

The company has decided to discontinue internal development of
1D09C3, a monoclonal antibody in Phase 1 clinical testing for
relapsed/refractory B-cell lymphomas.  Initial clinical testing
with 1D09C3 has not raised any unexpected or unacceptable safety
concerns and the maximum tolerated dose has not yet been reached.  
However, newly published data have raised general concerns about
the family of IgG4 antibodies, to which 1D09C3 belongs.  These
data indicate that an IgG4 antibody may swap one half of its Y-
shaped structure with the half of a different antibody, resulting
in a new molecule whose properties are unknown.

GPC Biotech has recently conducted testing and determined that
1D09C3 has this "swapping" characteristic.  While these results
are not definitive, GPC Biotech has decided to not put further
internal resources into developing 1D09C3.  However, the company
will seek a partner for the intellectual property relating to this
program.

              RGB-286638 to Enter Clinic in Six Months

The company reported that RGB-286638, a broad-spectrum cell cycle
kinase inhibitor, is expected to enter Phase 1 clinical testing
within the next six months.  In a range of pre-clinical models in
both solid and liquid tumors, RGB-286638 resulted in tumor
regression and increased survival.  A starting dose and
intravenous schedule for the compound for Phase 1 clinical testing
has been determined, and clinical trials are being designed in
both solid and hematological tumors.

A second drug candidate, RGB-344064, has been shown to selectively
inhibit all key cyclin-dependent kinase inhibitors -- proteins
that control major parts of the cell cycle -- but it exhibits
comparatively little interference with other kinases. The pre-
clinical testing required to move this compound into the clinic is
currently underway.

                    Financial Guidance Updated

The company also provided an update on its year-end 2007 cash
position.  At the end of 2007, the company had approximately EUR65
million, or $95 million, in cash, cash equivalents and available-
for-sale securities.  This figure is higher than the previous
guidance of approximately EUR60 million.  With the anticipated
savings from the restructuring, GPC Biotech now expects the cash
position at Dec. 31, 2007, will be sufficient to fund operations
for approximately three years.

                        About GPC Biotech

GPC Biotech AG GPC Biotech AG (Frankfurt Stock Exchange: GPC;
NASDAQ: GPCB) -- http://www.gpc-biotech.com/-- is a  
biopharmaceutical company with a mission to discover, develop and
commercialize new anticancer drugs.  GPC Biotech's lead product
candidate is satraplatin, an oral platinum compound.  The company
has various anti-cancer programs in research and development that
leverage its expertise in kinase inhibitors. GPC Biotech AG is
headquartered in Martinsried/Munich (Germany) and has a wholly
owned U.S. subsidiary headquartered in Princeton, New Jersey.


GRAND PACIFIC: Moody's Puts Provisional Low-B Ratings on Two Notes
------------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
notes to be issued by Grand Pacific Business Loan Trust 2008-1.   

The complete rating action is:

Issuer: Grand Pacific Business Loan Trust 2008-1

  -- $77,825,000 Class A Floating Rate Notes due 2039,
     rated (P) Aaa

  -- $5,870,000 Class B Floating Rate Deferrable Interest Notes  
     due 2039, rated (P) Aa2

  -- $5,870,000 Class C Floating Rate Deferrable Interest Notes
     due 2039, rated (P) A2

  -- $5,870,000 Class D Floating Rate Deferrable Interest Notes
     due 2039, rated (P) Baa2

  -- $5,870,000 Class E Floating Rate Deferrable Interest Notes
     due 2039, rated (P) Baa3

  -- $2,643,000 Class F Floating Rate Deferrable Interest Notes
     due 2039, rated (P) Ba3

  -- $5,377,000 Class G Floating Rate Deferrable Interest Notes
     due 2039, rated (P) B3

The ratings are based on the quality of the collateral, credit
enhancement incuding subordination, a spread account and excess
spread, structural features including the complete lock-out of the
Class F, Class G and Class H principal and the servicing
arrangement with Wachovia Bank, N.A. as the master servicer.

The levels of subordination are: approximately 35.4% for Class A,
30.1% for Class B, 25.6% for Class C, 20.8% for Class D, 15.9% for
Class E, 13.7% for Class F and 9.2% for Class G as of closing.

A spread account will be established at closing and will be funded
with excess cash flows if certain triggers are tripped.

The securitized pool is composed of 72 small business loans
secured by commercial real estate, with a balance of approximately   
-- $120 million as of Jan. 31, 2008.  As of Jan. 31, 2008,
approximately 94.5% of the initial pool is secured by first
mortgage liens while approximately 61.6% of the initial pool is
collateralized by owner-occupied properties.  The initial pool has
a weighted average loan to value ratio of approximately 61.7%.  
The top three states by geographic concentration are California
38.9%, New York 10.7%, and Texas 10.6%.

This is the fourth securitization by Grand Pacific Holdings Corp.
of small business loans secured by commercial real estate.

Grand Pacific is a finance company providing business loans backed
by commercial real estate or rental property to small businesses
in targeted U.S. cities.  Grand Pacific has offices in New York
City, Los Angeles and San Francisco.


HEALTH INSURANCE: S&P Alters Outlook to Negative; Holds BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Health
Insurance Plan of Greater New York to negative from stable.  At
the same time, Standard & Poor's affirmed its 'BBB-' counterparty
credit and financial strength ratings on HIP and affirmed its
'BB+' counterparty credit and financial strength ratings on
ConnectiCare Inc., HIP's strategically important subsidiary.  The
outlook on ConnectiCare remains stable.
      
"The negative outlook on HIP reflects our concerns that the
significant negative volatility in the company's 2007 underwriting
results could continue," said Standard & Poor's credit analyst
Shellie Stoddard.  "It further reflects our view that HIP's risk
management culture is weak in light of its tolerance of inadequate
pricing and funding of certain programs, and our uncertainties
about how regulatory, legal, and political pressure could affect
2008 underwriting results."
     
The ratings reflect HIP's good capitalization, niche market
presence, and strengthened competitive position resulting from its
affiliation with GHI.  Offsetting these positive factors are
management's distraction by integration and conversion issues;
GHI's relatively weak financial profile; geographic concentration
in New York City, Long Island, and Connecticut; and its customer
concentration among government employees and members in government
health care programs.
     
The ratings on ConnectiCare are based on its financial
characteristics and competitive profile, which are somewhat weaker
than those of the consolidated parent, and the minimal market
overlap between the two plans.
     
Concerns remain about management's integration and conversion
distractions and its tolerances of weaker earnings as an implicit
cost of its for-profit conversion and legal issues that could
delay the conversion process.  The rating is not contingent in any
way on the for-profit conversion.  However, sustained lower
earnings could pressure the rating.  Rating pressure would
intensify if either competitive position or capital position were
impaired.  During the next 12-24 months, if HIP's rolling 12-month
underwriting falls to zero or below, or if its competitive
position or capitalization deteriorates, the rating would likely
be lowered by one notch.


HEALTHSOUTH CORP: Dec. 31 Balance Sheet Upside Down by $1.55 Bil.
-----------------------------------------------------------------
HealthSouth Corporation reported a total shareholders' deficit of
$1.55 billion as of Dec. 31, 2007.

Net loss available to common shareholders was $52.4 million for
the fourth quarter of 2007 compared to a net loss available to
common shareholders of  $77.9 million for the fourth quarter of
2006.  Net loss available to common shareholders included a gain
of approximately  $11.1 million related to additional outpatient
facilities that received regulatory approval during the fourth
quarter of 2007 for the transfer to Select Medical Corporation,
who purchased our outpatient division in May 2007.

Consolidated net operating revenues for the fourth quarter of 2007
were $439.0 million, a $16.2 million or 3.8%, increase from
$422.8 million the same quarter of 2006.  Net operating revenues
from inpatient hospitals were $392.5 million, representing a 4.6%
increase over the same quarter of 2006.  This increase was
primarily attributable to an increase in Medicare reimbursement
that was effective Oc. 1, 2007 and a 0.9% increase in discharges
quarter over quarter.

Operating earnings were $21.9 million for the fourth quarter of
2007 compared to $3.3 million for the fourth quarter of 2006.

The company reported a pre-tax loss from continuing operations of
$61.1 million for the fourth quarter of 2007 compared to its pre-
tax loss from continuing operations of $47.5 million for the
fourth quarter of 2006.  Pre- tax loss from continuing operations
for the fourth quarter of 2007 included a $23.6 million loss on  
interest rate swap and an $8.3 million loss on early
extinguishment of debt related to the bond redemptions.
    
"We are pleased with the results of the fourth quarter: volumes
were up quarter over quarter and sequentially, despite headwinds
resulting from the 75% Rule; we were successful in an industry-
wide effort to permanently modify this Rule, thereby improving the
predictability of our business; unit pricing increased as we
continued to treat higher acuity patients; and we were able to
manage our costs in a strategic manner," Jay Grinney, president
and chief executive officer of HealthSouth, said.  "2007 marked
the end of the turn-around at HealthSouth. We have sold all non-
core business units, completed all settlement payments with
government entities, significantly reduced our long- term debt,
and repositioned ourselves as a leader in the post-acute sector."

"We now look forward to a new era where we will focus on enhancing
our position as the nation's preeminent provider of inpatient
rehabilitative care," Mr. Grinney continued.
    
"2007 was a transformational year for HealthSouth," John Workman,
executive vice president and chief financial officer of
HealthSouth, said.  "With the net proceeds from our divestitures
and our income tax recovery, we reduced our debt by $1.4 billion."

"We also satisfied our liabilities under our Medicare Program
Settlement and the Securities and Exchange Commission Settlement,
Mr. Workman added.  "We are now able to focus on the operations of
the Company in a more stable environment to generate strong cash
flow."

"With reduced interest expense as a result of the debt pay-down
and the elimination of the above settlement payments, we will have
additional cash available for further deleveraging as well as
opportunistic acquisitions, as they present themselves," Mr.
Workman concluded.

Cash and cash equivalents were $19.8 million as of Dec. 31, 2007.   
Capital expenditures were $14.2 million for the quarter and
$39.4 million for the year-to-date period.
    
The company made the final payment of $21.9 million for its
Medicare Program Settlement in December 2007, and made the final
$25.0 million payment related to its SEC Settlement in October
2007.

During the fourth quarter of 2007, the company used $405 million
of its $440 million income tax recovery to pay down amounts
outstanding under its credit agreement.  This debt reduction was
in addition to the use of the net cash proceeds from its
divestiture transactions to pay down amounts outstanding under its
credit agreement in the second and third quarters of 2007.
    
The company also used available cash to redeem approximately
$27 million of its 10.75% senior notes due 2016 during the fourth
quarter of 2007.  This $27 million redemption was in addition to
the $32 million redemption it made in the third quarter of 2007
for these higher interest rate notes.

                     About HealthSouth Corp.

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(NYSE: HLS) -- http://www.healthsouth.com/-- provides inpatient  
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.


HERCULES INC: Appoints Allan H. Cohen to Board of Directors
-----------------------------------------------------------
The board of directors of Hercules Incorporated elected Allan H.
Cohen, Ph.D. to the Hercules board of directors effective
immediately.  With his election, the Hercules board has expanded
from nine to ten members.

Until August 2007, Dr. Cohen was a managing director with First
Analysis Corporation, a research driven investment organization,
where he was employed for fifteen years.  During his career, he
has held executive and senior management positions at The Valspar
Corporation and The Enterprise Companies, a unit of Insilco, and
planning and chemical research management positions with The
Sherwin-Williams Company and Champion International Corp.  
Dr. Cohen also serves on the boards of directors of Intertape
Polymer Group Inc., Doe and Ingalls Management LLC, and IGI
Holding Corporation.

The board of directors also declared a quarterly cash dividend of
five cents per common share, payable on April 18, 2008, to
shareholders of record at the close of business on March 28, 2008.

Hercules will hold its Annual Meeting of Shareholders on Thursday,
April 17, 2008, at its corporate headquarters in Wilmington,
Delaware.  Shareholders of record on March 3, 2008, will be
entitled to vote at the Annual Meeting.

                        About Hercules Inc

Headquartered in Wilmington, Delaware, Hercules Inc. (NYSE:HPC)
-- http://www.herc.com/-- manufactures and markets chemical
specialties globally for making a variety of products for home,
office and industrial markets.  The company has its regional
headquarters in China and Switzerland, and a production facility
in Brazil.

                     *     *     *

Moody's Investor Service placed the company's long-term
corporate family rating, senior unsecured debt rating and
probability of default rating at Ba2, senior subordinate rating at
Ba3, and junior subordinate debt rating at B1 in September 2006.  
The ratings still hold to date with a positive outlook.


HIDE HOUSE: Files NOI under Bankruptcy and Insolvency Act
---------------------------------------------------------
Hide House filed a notice of intention to make a proposal to its
creditors under the Canadian Bankruptcy and Insolvency Act.  The
company is hopeful that it can restructure its operations and
continue to service the Southern Ontario marketplace from its
store in Acton.

In the interim, the company intends to clear inventory
immediately.

"It is with a great deal of regret that, due to extremely
difficult business conditions this past fall and early winter, we
have resorted to provisions of the BIA in order to allow the
company the necessary time to reorganize its finances, reduce its
existing cost structure and, in turn, restore future profitability
and viability to the business," John Brison, president of the Hide
House, commented.  "The firm of Ira Smith Trustee & Receiver Inc.
has consented to act as monitor under the proceedings.  

"Warm weather early in the season, cross border shopping and
increased overheads from expansion created a perfect storm of
negative business variables during the fourth quarter of 2007,"
Mr. Brison added.

The company's complete inventory is being liquidated under the
direction of Danbury Sales, a liquidation firm, from all three
Hide House locations; Acton, Ontario; downtown Toronto on King
West; and north of Toronto, in their showroom in Vaughan.

Their 2007/2008 leather collection of short and full-length coats;
leather and suede sportswear; shearlings; bombers; motorcycle
apparel; wool coats; accessories plus their entire line of quality
hand-crafted leather sofas, chairs, recliners, ottomans, accent
pieces and dining room suites is being sold at great discounts.

The Hide House story began in 1829 when three brothers from New
York (Rufus, Zenas and Ezra Adams) moved north and acquired
parcels of land north-east of Guelph, Ontario from the Canada
Company.  By 1842, they had amassed 500 acres in 'Adamsville'.

                         About Hide House  

Located in Acton, Toronto and Vaughan, Hide House --
http://www.hidehouse.com/-- is a a retailer of quality leather  
fashions and leather furniture.  


HUMAN TOUCH: Moody's Puts Junk Ratings on Review For Likely Cuts
----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Human Touch
LLC on review for possible downgrade, and lowered its Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The company's LGD
assessment is also subject to change.

Ratings lowered:

Human Touch LLC

  -- Speculative grade liquidity rating to SGL-4 from SGL-3

Ratings placed on review for possible downgrade:

Human Touch LLC

  -- Corporate Family Rating at Caa1  
  -- Probability of Default Rating at Caa1
  -- Senior unsecured notes at Caa2

The downgrade of Human Touch's Speculative Grade Liquidity rating
reflects Moody's expectation that Human Touch will experience
continued weak earnings and cash flow as a result of soft consumer
discretionary spending.  Moody's noted that one of Human Touch's
largest customers, The Sharper Image, filed for Chapter 11
bankruptcy protection on Feb. 20, 2008.  Moody's has become
increasingly concerned that weaker earnings and cash flow could
lead to potential covenant violations over the very near term.   
Given the current difficult credit environment, it may be
challenging for Human Touch to obtain covenant amendments or
waivers or re-negotiate its revolving credit facility -- which
expires on Dec. 31, 2008.

The review for possible downgrade will consider the recent
declines in operating performance and liquidity, as well as the
company's longer-term challenge to offset declining revenue
through growth in alternative channels and markets in light of
weak consumer spending.  Despite its currently solid cash
position, the potential loss of access to its revolver in this
volatile environment could strain liquidity further, resulting in
an increased probability of default and lower recovery values, and
may warrant a downward revision to Human Touch's ratings.   
Conversely, the ratings could be confirmed if the company were
solidify its liquidity position by obtaining adequate headroom
under its covenants, extending the expiration of its revolver, as
well as demonstrate that it can stabilize its revenues and cash
flows.

Human Touch LLC, located in Long Beach, California, is a producer
and marketer of robotic massage chairs, zero-gravity chairs and
massage products.  Sales for the LTM ended Sept. 30, 2007
approached $100 million.


INTERSTATE BAKERIES: To Reject CBAs with Eight Local Unions
-----------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates seek permission from the U.S. Bankruptcy Court for the  
Western District of Missouri to eliminate their obligation to
participate in the American Bakers Association Retirement Plan,
which covers about 259 IBC employees.

The ABA Pension Plan, formed in 1961, aims to provide pension
benefits to non-unionized workers.  Under the ABA Plan, IBC
employees with more than five years of eligible service are
entitled to certain monthly benefit on retirement based on years
of eligible service.

The Debtors are required to contribute to the ABA Pension Plan
under their collective bargaining agreements with eight local
affiliates of various labor unions:

   * the Bakery, Confectionery, Tobacco Workers and Grain Millers
     International Union Local No. 25;

   * the International Brotherhood of Teamsters Local Nos. 135,
     463, 992, 696, and 104;

   * the United Automobile, Aerospace & Agricultural Implement
     Workers of America International Union Local No. 2828; and

   * the Glass, Molders, Pottery, Plastics and Allied Workers
     International Union AFL-CIO-CLC Local No. 98.

Tom A. Jerman, Esq., at O'Melveny & Myers LLP, in Washington,
D.C., tells the Court that if the ABA Pension Plan prevails, the
Pension Benefit Guaranty Corporation will assert a claim that
ranges between $65,000,000 and $80,000,000.

The rejection, according to Mr. Jerman, will allow the Debtors to
liquidate the sizeable post-emergence potential liability that
could substantially jeopardize their efforts to restructure as a
viable company.

Mr. Jerman tells the Court that the Debtors have proposed that, in
exchange, employees covered by the ABA Plan Unions' CBAs enter
into IBC's single-employer Defined Benefit Plan, which is computed
in a benefit formula based on the ABA Plan.

The Defined Benefit Plan, Mr. Jerman says, recognizes all eligible
service under the ABA Plan for purposes of employees' (i)
eligibility to participate in the DBP; (ii) eligibility for
certain enhanced early retirement benefits under the DBP that are
substantially similar with the ABA Pension Plan; and (iii) vesting
of benefits under the DBP.

However, the Local Unions have failed to allow IBC to withdraw
from the ABA Plan nor have they offered any counterproposal, Mr.
Jerman says.

                           About IBC

Based 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.  (Interstate Bakeries
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


INTERSTATE BAKERIES: Committee, et al., Balk at 2008 Bonus Plan
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Interstate Bakeries Corp.; the International
Brotherhood of Teamsters; and the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union ask the U.S.
Bankruptcy Court for the Western District of Texas to deny
approval of the Debtors' proposed management incentive
compensation plan for the fiscal year 2008.

As reported in the Troubled Company Reporter on Feb. 11, the 2008
Incentive Plan proposes to award an aggregate of $6,000,000 in
bonuses to about 514 employees.  Approximately 31% or $1,800,000
of the total awards is allocated to a group of 17 individuals, of
which four are designated to receive $892,000.

(1) Creditors Committee

The Creditors Committee asserts that the proposed 2008 Incentive
Plan should be primarily tied to, among other things, providing a
meaningful benefit to unsecured creditors and not to achieving
certain "very modest earnings targets."

The Creditors Committee further asserts that, given the Debtors'
20,000 rank-and-file employees, it is "unfair and unreasonable"
to seek implementation of the Incentive Plan for a limited pool
of management employees.

The Creditors Committee argues that, while the Debtors'
management should be incentivized to achieve material goals, it
should not be rewarded with bonuses at a time when the Debtors
are seeking major financial sacrifices from rank-and-file
employees, and distributions to unsecured creditors remain
speculative.

The Creditors Committee's counsel, Scott Cargill, Esq., at
Lowenstein Sandler PC, in Roseland, New Jersey, notes that
certain top executives -- who would receive payments under the
Court-approved Key Employee Retention Plan and the proposed Long
Term Incentive Plan -- should not be paid with additional
substantial bonuses under the 2008 Incentive Plan.

The Creditors Committee also points out that the proposed
Incentive Plan was communicated at a late stage in their fiscal
year and thus failed to provide employees with a true incentive
to meet and exceed performance targets.

(2) Teamsters

The Teamsters contends that, under the proposed 2008 Incentive
Plan, the Debtors fail to demonstrate that their use of corporate
assets outside the ordinary course of business will aid in a
reorganization.

According to Frederick Perillo, Esq., at Previant, Goldberg,
Uelmen, Gratz, Miller and Brueggeman, S.C., in Milwaukee,
Wisconsin, the Debtors attempt to lend credibility to their Plan
of Reorganization by incorporating goals for business units to
meet in exchange for the designated amounts.  

However, Mr. Perillo says, the standard that the Debtors have set
for payment of the bonus is relatively low because the Debtors
were well ahead of projected EBITDA at the end of calendar year
2007.

Mr. Perillo adds that a significant number of the intended
recipients of the Incentive Plan already have monetary incentives
to remain with the Debtors through their emergence from Chapter
11.  He argues that to suggest that an additional amount is
necessary to incentivize employees to advance the interests of
the Debtors is alarming.

Moreover, Mr. Perillo asserts that there is no legitimate
business justification to advance or implement the management
bonuses, because "[the Debtors'] Plan of Reorganization --
dependent on a deal with IBT, which will not occur -- cannot be
confirmed."

"The [Debtors'] bonus program is . . . an attempt by [IBC]
management to line its pockets with creditors' and constituents'
money before the bottom falls out on [the Plan confirmation
hearing on] March 12 and they lose their jobs," the Teamsters
asserts.

(3) BCTGM International Union

The BCTGM International Union finds that the proposed 2008
Incentive Plan presents stark contrasts with respect to the
Profit Sharing Plan the Debtors entered with BCTGM in 2007
pursuant to certain modification agreements.

The Modification Agreements, according to BCTGM, target to
substantially reduce the Debtors' employment costs and flatten
the prospective rate of wage and benefit inflation in the out
years by reducing pay and benefits for rank-and-file workers
represented by the BCTGM.

Specifically, BCTGM relates that the Profit Sharing Plan provides
that, between fiscal year 2008 and 2014, a cap of $25,000,000
representing 10% of the Debtors' net income in each year will be
distributed to their 20,000 union-represented, hourly or non-
exempt employees based on a pro rata formula.

The PSP, BCTGM notes, is based on achieving net income or
profitability, while the proposed 2008 Incentive Plan is based
only on meeting certain EBITDA targets without achieving profit
at all.

"The [2008] Incentive Plan will almost certainly pay out bonuses
in fiscal 2008 in the neighborhood of $6,000,000 while the PSP
will pay nothing to workers whose economic sacrifices are
literally the only thing that contributed to the EBITDA results
on which the management bonuses are to be paid," BCTGM's counsel,
Jeffrey Freund, Esq., at Bredhoff & Kaiser, P.L.L.C., in
Washington, D.C., asserts.

Assuming that the PSP generates the full $25,000,000 over its
life, each of the Debtors' 20,000 employees can expect to receive
on average $1,250 over the seven years covered by the PSP.  In
contrast, the pool of eligible employees under the proposed 2008
Incentive Plan is a mere 500 with most of the value going to a
very small number of management level employees who are already
well compensated, Mr. Freund says.

                      Debtors Talk Back

The Debtors maintain that their proposed 2008 Incentive Plan
intends to provide rewards based on the achievement of financial
objectives and certain functional metrics at the corporate and
business unit levels, similar to their prepetition incentive
compensation plans.

For this reason, J. Eric Ivester, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Chicago, Illinois, asserts that the
proposed 2008 Incentive Plan qualifies as an "ordinary course"
transaction within the meaning of Section 363(c) of the
Bankruptcy Code, citing In re Nellson Nutraceutical, Inc., 369
B.R. 787 (Bankr. D. Del. 2007).

Mr. Ivester says that the Debtors' achievement of the threshold
EBITDA pursuant to the Business Plan will enhance the returns for
all stakeholders, thus participating employees, in turn, should
receive additional compensation.  To this end, he maintains that
the proposed 2008 Incentive Plan is permitted under Section
363(b) "to use, sell, or lease property of the estate other than
in the ordinary course of business" because the proposal will
ultimately aid in the reorganization.

Mr. Ivester tells the Court that the prospect of the proposed
2008 Incentive Plan's implementation was communicated to salaried
employees at the outset of fiscal year 2008.  He adds that the
Debtors have disclosed the accrued expenses related to the
proposed Incentive Plan in their financial reporting.

The Debtors point out that the Creditors Committee's arguments
focusing on the employees' eligibility and reward amounts
involved are matters that are reserved for the Debtors' judgment
with respect to the proposed Incentive Plan.

As to the Profit Sharing Plan pointed out by BCTGM, Mr. Ivester
explains that, while the PSP offers incremental rewards to its
participating employees, the Incentive Plan is not incremental to
the Debtors' basic executive compensation structure.  Rather, he
continues, the PSP should be considered an integral and non-
severable element of the Incentive Plan.

Mr. Ivester argues that BCTGM's contention that the salaried
employee group eligible for awards under the Incentive Plan "have
given up nothing" is untrue.  He relates that the Debtors' non-
union workers have conceded to:

   -- suspension of salaried employees' retirement and deferred
      compensation programs;

   -- reduction of health and welfare benefits and incentive
      compensation awards; and

   -- elimination of retiree medical coverage and most annual
      merit salary increases.  

Mr. Ivester tells the Court that the Debtors remain hopeful that
the intransigence of the Teamsters' leadership in refusing to
negotiate will abate, and that liquidation, which leads to the
concomitant loss of thousands of Teamsters and other union jobs,
will be avoided.  However, he asserts that the Debtors are not
required to establish a successful reorganization for an employee
bonus program to be approved.

Against this backdrop, the Debtors ask the Court to overrule
objections to the proposed 2008 Incentive Plan.

                         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.


INT'L RECTIFIER: Elects Oleg Khaykin and Richard J. Dahl to Board
-----------------------------------------------------------------
International Rectifier Corporation elected Oleg Khaykin, the  
company's appointed chief executive officer, and Richard J. Dahl
to its board of directors.

Mr. Dahl, 56, has since 2004 served as a director of the NYSE-
listed IHOP Corporation where he presides as chairman of the audit
committee and was chairman of the special committee of the board
formed to oversee IHOP's successful bid to acquire Applebee's
International.  

>From 2002 to 2007, he was employed by the Dole Food Company.  He
held various executive level positions with Dole including
president, chief operating officer and director from 2004 to 2007,
and senior vice president, chief financial officer and director
positions from 2002 to 2004.  Prior to his work at Dole, Mr. Dahl
was president and chief operating officer of NYSE listed Bank of
Hawaii Corporation.

"As an accomplished leader with extensive managerial and financial
experience and expertise, Richard will be a strong addition to our
board," International Rectifier's lead director Jack Vance, said.  
"His unique and broad perspective on driving operational
excellence and international growth, and his deep understanding of
finance and audit will greatly benefit the Board in addition to
the entire IR organization."

Mr. Dahl was elected to serve with a board term expiring at the
company's 2008 annual meeting.  Mr. Khaykin, 43, appointed chief
executive officer effective March 1, 2008, was elected to serve
with a board term expiring at the company's 2009 annual meeting.

                    About International Rectifier

Based in El Segundo, California, International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/-- is a designer,    
manufacturer and marketer of power management product devices,
which use power semiconductors.  The company's products are used
in a variety of end applications, including computers,
communications networking, consumer electronics, energy-efficient
appliances, lighting, satellites, launch vehicles, aircraft and
automotive diesel injection.  Its products consist of Power
Management Integrated Circuits (Power Management ICs), Power
Components and Power Systems.  It summarizes its segments in two
groups: Focus Products and Non-Focus Products.  The company has
manufacturing facilities in the U.S., Mexico, United Kingdom,
Germany and Italy; and has subsidiaries in Japan and Singapore.

                         *     *     *

International Rectifier Corporation continues to carry Standard &
Poor's 'BB' long term foreign and local issuer credit ratings,
which were placed in April 2007.


KANSAS SOUTHERN: Fitch Upgrades Foreign and Local Issuer Ratings
----------------------------------------------------------------
Fitch Ratings upgraded the foreign and local currency Issuer
Default Ratings of Kansas City Southern de Mexico, S.A. de C.V. to
'BB-'from 'B+'.  The Rating Outlook is Stable.

Fitch has also upgraded to 'BB-' from 'B+' these senior unsecured
obligations of KCSM:

  -- $165 million 7.375% senior notes due 2014:
  -- $460 million 9.375% senior notes due 2012;
  -- $175 million 7.625% senior notes due 2013.

These rating actions reflect KCSM's improving operating profile,
increased financial flexibility and stronger liquidity over the
past two years.  Operating EBITDAR, defined as operating EBITDA
plus KCSM's locomotive and railcar lease payments, increased to
approximately $376 million in 2007 compared with $331 million in
2006 and just $227 million in 2005.  As of Dec. 31, 2007, KCSM had
approximately $1.4 billion in total debt consisting primarily of
$800 million in unsecured senior notes due in 2012-2014 and an
estimated $507 million of off-balance-sheet debt associated with
lease obligations.  The ratio of total adjusted debt to EBITDAR
was 3.6 times, an improvement compared with 4.2x in 2006 and 6.1x
in 2005.  EBITDAR covered fixed expenses, defined as interest
expense plus lease payments, by about 2.4x in 2007, compared with
2.1x in 2006 and 1.4x in 2005.

Fitch expects KCSM's leverage to remain fairly stable in 2008
despite a modest increase in total debt to fund the purchases of
90 new locomotives and 400 new freight cars for approximately $180
million.  Growth in KCSM's operating income is expected to be
driven by increased cross-border traffic from the intermodal,
automotive and agricultural segments and a continued favorable
pricing environment.  KCSM will begin the construction of an
intermodal rail terminal at the Pacific coast port of Lazaro
Cardenas, which has the potential to become increasingly important
to global shippers as an alternative to the congested ports in
California.  The terminal project and the on-going development of
the port infrastructure should strengthen the position of KCSM's
international corridor for traffic between Asia and the United
States via Mexico.  In 2008, intra-Mexico traffic and the expected
growth in the Mexican economy should offset a slowdown in the U.S.
economy.

KCSM's refinancing risk and interest expense were reduced in May
2007 when the company issued $165 million of 7.375% senior notes
due 2014 to pay down $180 million of 12.50% senior notes due in
2012.  KCSM's parent company, Kansas City Southern, will need to
refinance $200 million of 9.5% notes coming due in October 2008
and $200 million of 7.5% notes due in June 2009 at its U.S.
operating subsidiary, The Kansas City Southern Railroad Company.   
While Fitch believes that KCS will be able to refinance these
obligations, KCSM's 'BB-' ratings incorporate the risk that KCS
could rely on dividend payments or inter-company loans from KCSM
to meet its near-term debt service payments.  After paying
$120 million for 55 new locomotives in the second half of 2007,
KCSM's cash balance as of Dec. 31, 2007, was $17 million.  KCSM
also benefits from $61 million available under a $81 million
revolving credit facility due 2011.

The ratings for KCSM are supported by the company's solid business
position as a leading provider of railway transportation in
Mexico.  KCSM is well-positioned to continue benefiting from the
growth in the Mexican economy and cross-border trade with the
United States as nearly 80% of the company's revenues are derived
from international freight.  KCSM operates a strategically
significant route connecting Mexico City with Laredo, Texas, the
largest freight exchange point between Mexico and the United
States.  About two-thirds of Mexico's imports and exports
transported by rail pass through this point in Nuevo Laredo,
Mexico and Laredo, Texas.  By serving customers in various sectors
such as general commodities, automotive and intermodal, KCSM's
revenue based is well diversified.  Although KCSM's operating
earnings have improved in 2007, the ratings continue to reflect a
challenging environment characterized by fierce competition, high
fuel costs, and a general shift in manufacturing to China from
several countries, including Mexico.

KCSM operates one of three main railroad networks in Mexico,
transporting more than 40% of the country's railway freight
volumes. KCSM's main tracks cover 2,645 miles throughout
commercial and industrial areas in the northeastern and central
regions of the country and serve three of Mexico's main seaports.
In 2007, revenue of $813 million was generated from diverse
sectors such as agro-industrial, cement, metals and minerals,
chemical and petrochemical, automotive, manufacturing and
industrial, and intermodal.  Through various subsidiaries, Kansas
City Southern owns 100% of KCSM.  In 2007, KCSM generated 47% of
KCS' consolidated revenue and 60% of its operating income.


KELLWOOD CO: Sun Capital Completes $767MM Acquisition of Company
----------------------------------------------------------------
On Feb. 20, 2008, Sun Capital Securities Group LLC disclosed that
it has successfully completed its acquisition of Kellwood Company
for approximately $767 million, including the assumption of
Kellwood's net debt.  The transaction was consummated through a
cash tender offer by Cardinal Integrated LLC, an indirect jointly
owned subsidiary of certain affiliates of Sun Capital Partners
Inc., followed by a short-form merger of a subsidiary of Cardinal
Integrated with and into Kellwood.  As a result of this
acquisition, Kellwood becomes a wholly-owned subsidiary of
Cardinal Integrated.

As reported in the Troubled Company Reporter on Feb. 15, 2008, as
following the merger, Kellwood's common stock will be delisted and
will cease to trade on the New York Stock Exchange.

                      About Kellwood Company

Headquartered in St. Louis, Missouri, Kellwood Company
-- http://www.kellwood.com/-- is a marketer of apparel and  
consumer soft goods.  Specializing in branded products, the
company markets to all channels of distribution with products and
brands tailored to each specific channel.  

                          *     *     *

Kellwood Co. carries Moody's Investors Service's Ba3 corporate
family rating assigned on Jan. 28, 2008.


KEVIN MICHELS: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kevin C. Michels
        12338 Michaelsford Road
        Cockeysville, Maryland 21030

Bankruptcy Case No.: 08-12596

Chapter 11 Petition Date: February 26, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Gerald Danoff, Esq.
                  Danoff & King P.A.
                  409 Washington Avenue, Suite 810
                  Towson, Maryland 21204
                  Tel: 410-583-1686
                  Fax: 410-583-1514
                  gdanoff@dkhlaw.co

Estimated Assets: less than $50,000

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

Debtor's list of its 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washington Mutual Bank                             $1,390,000
P.O. Box 78148
Pheonix, AZ
85062-8148

Aurora Loan Services                               $689,500
10350 Park Meadows Drive
Littleon, CO 80124

American Express                                   $68,693
P.O. Box 1270
Newark, NJ 07101-1270

Citi Cards
$24,839                                                                                                  

Lexus Financial Service                            $1,844

Bank of America                                    $1,526

Comcast                                            $439

Verizon                                            $410

BGE                                                $231


KNOLOGY INC: December 31 Balance Sheet Upside-Down by $35 Million
-----------------------------------------------------------------
Knology Inc.'s balance sheet at Dec. 31, 2007, showed total assets
of $618.66 million and total liabilities of $653.61 million,
resulting to total stockholders' deficit of $34.95 million.

The company also reported financial and operating results for the
fourth quarter and year ended Dec. 31, 2007.  The fourth quarter
2007 financial results were complemented with the accretive
acquisition of PrairieWave.

Knology reported a net loss attributable to common stockholders
for the fourth quarter 2007 of $6.0 million compared with a net
income of $1.8 million for the previous quarter and a net loss of
$7.7 million for the fourth quarter of 2006.  The net income
attributable to common stockholders for the previous quarter of
2007 included a gain of $8.3 million related to the sale of
discontinued operations.

For the full year 2007, Knology reported a net loss attributable
to common stockholders of $43.9 million compared with a net loss
of $39.5 million in 2006.  The net loss attributable to common
stockholders for 2007 included a loss of $27.4 million on the
early extinguishment of debt and a gain of $8.3 million on the
sale of discontinued operations.  Excluding the $27.4 million loss
and the 8.3 million gain, the net loss attributable to common
stockholders for 2007 was $24.8 million.

Knology ended the year with 642,658 connections, adding 3,261
connections during the fourth quarter and 180,347 for the full
year 2007.  

"The solid operational results delivered in 2007, well as the
accretive PrairieWave transaction, facilitated the creation of a
very efficient capital structure," M. Todd Holt, chief financial
officer of Knology Inc. stated.  "We have now successfully closed
two high quality, accretive acquisitions without diluting our
shareholders while maintaining moderate leverage and very good
interest coverage.  The current capital structure, when combined
with the robust EBITDA and largely success-based capital spending
requirements of the company, positions the business to deliver
healthy free cash flow yields in 2008 and beyond."

                           About Knology

Headquartered in West Point, Georgia, Knology Inc. (NASDAQ-GM:
KNOL) -- http://www.knology.com/--- provides interactive
communications and entertainment services in the Southeast.
Knology serves both residential and business customers with one of
the most technologically advanced broadband networks in the
country.  Innovative offerings include over 200 channels of
digital cable TV, local and long distance digital telephone
service with the latest enhanced voice messaging features, and
high-speed Internet access, which enables consumers to quickly
download video, audio and graphic files using a cable modem.
Knology's fiber-based business products include Passive Optical
Network (PON), which supplies IP architecture with segmented voice
and data bandwidth, and Managed Integrated Network Solutions
(MATRIX), an integrated IP-based technology which converges data
and voice.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Standard & Poor's Rating Services affirmed the company's 'B'
corporate credit rating after Knology's report that it signed a
definitive agreement to acquire Graceba Total Communications Inc.
for $75 million in cash.  The outlook is stable.


LATTICE INC: Engages Demetrius & Co. as New Independent Auditors
----------------------------------------------------------------
On Jan. 22, 2008, the company engaged Demetrius & Company L.L.C.
as the company's new independent accountants.  Demetrius & Company
replaced Peter Cosmas CPAs who resigned on Dec. 30, 2007.

                    About Lattice Incorporated

Headquartered in N. Pennsauken, N.J., Lattice Incorporated (OTC
BB: LTTC) -- http://latticeincorporated.com/-- is a provider of  
advanced information and communications technology solutions to
the government and commercial markets.  The company's technology
services division designs, deploys and manages advanced
technological solutions at key government agencies and for mid- to
large-sized enterprises.  Lattice's technology products division
consists of several core proprietary platforms used to develop
customized software software applications with military grade
security in a number of different markets.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 3, 2007, Peter
C. Cosmas Co. CPAs expressed substantial doubt about Lattice
Incorporated'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 has generated significant losses and requires
additional working capital to continue operations.


MAGELLAN HEALTH: Board Appoints Rene Lerer as CEO and President
---------------------------------------------------------------
The board of directors of Magellan Health Services named Rene
Lerer, M.D., president and chief executive officer, effective
immediately.  Mr. Lerer, 52 years old, served as president and
chief operating officer of the company.  He succeeds Steven J.
Shulman, who will continue to serve as non-executive chairman of
the board.

Mr. Lerer joined Magellan in 2002.  As president and COO, he was
responsible for the company's three lines of business --
behavioral health, diagnostic imaging and specialty
pharmaceuticals -- well as its customer service, care management
and claims operations, and a number of corporate functions.  
Earlier in his career he was a co-founder and president of
Internet HealthCare Group, a health care technology venture fund,
and served as COO for Prudential Health Care nationally.  He
received his undergraduate degree from Oberlin College and his
doctor of medicine degree from the State University of New York at
Buffalo.

"I believe Rene Lerer is one of the strongest executives in the
managed care field today and his leadership has been critical to
the company's success over the last five years," Mr. Shulman said.
"He was integral to the operational turn-around effort that
Magellan undertook in 2003 and 2004 and, since that time, has
successfully led the Company's operational expansion beyond its
behavioral business into other areas of health care.  As I
relinquish the CEO role and transition to my retirement, it is my
privilege to be continuing my association with a great
organization and a remarkable leader."

"The company's directors and Steve have always considered Rene to
be Steve's natural successor and felt it was important to
recognize his talents and strengths by promoting him to the CEO
role at this time, Robert M. Le Blanc, Lead Director, said.  "Over
the last several years, Steve's vision has helped guide the
company and he has played a pivotal role in shepherding Magellan
through its turnaround and the design and development of its
strategic growth initiatives and business diversification.  We
deeply appreciate his contributions and look forward to continuing
to draw on his expertise in his role with the board."

"I am honored to have the opportunity to lead Magellan as its
president and chief executive officer and gratified by the
confidence that Steve and the board have shown in me," Mr. Lerer
said.  "Steve's mentorship over the course of our working
relationship has been invaluable to me personally and
professionally.  As I take the reins as CEO, I thank both Steve
and the board and look forward to their continued support."

"Magellan has a great future ahead of it and I am fortunate to be
taking on my new role backed by a team of particularly strong
leaders who have created a robust foundation for the Company's
growthm," Mr. Lerer added.  "Key among them is Mark Demilio, our
chief financial officer, whom I will ask to take on a greater
leadership role as the company enters a new era.  His strategic
insights, financial acumen and thoughtful counsel have played a
crucial part in our ability to achieve our objectives and I look
forward to partnering with him as we chart the company's course
for the future."

While the company will incur a charge in the first quarter
associated with Shulman's transition agreement, it does not
anticipate revising its 2008 earnings guidance.  The company also
confirmed its 2007 earnings guidance.

                Additional Executive Appointments

The company also announced that Eric S. Reimer, 38, will lead the
company's strategic development and mergers and acquisitions
effort, and that Tina M. Blasi, 50, has joined the company as CEO
of National Imaging Associates, succeeding Mr. Reimer.

Mr. Reimer led the acquisitions of both NIA and the company's
specialty pharmaceutical business, ICORE Healthcare.  He was named
CEO of NIA in 2006 and led the transformation of the organization
into a full-service radiology benefits management firm, with
provider network and claims payment capabilities and the ability
to manage services on a risk basis.

Ms. Blasi co-founded and served as chief operating officer of
Lumenos, a leading consumer-directed health plan located in
Alexandria, Virginia.  While with Lumenos, prior to and after its
acquisition by WellPoint in 2005, she was responsible for all
financial, technological, operational, and client-centered aspects
of the company, including new product development, account
management and management of network and partner relationships.

"Eric played a critical role in diversifying the company beyond
our behavioral health footprint," Mr. Lerer said.  "With Eric
having jump-started NIA's growth efforts, and with another
seasoned health care executive available to succeed him and ensure
a seamless transition, now is a natural time for him once again to
lead our M&A activity.  We are delighted to welcome Tina to
Magellan's executive management team and look forward to drawing
on her entrepreneurial background and expertise in growing world-
class emerging-industry businesses.  She is a strong leader who
will build on NIA's foundation for growth and track record of
success while ensuring a seamless transition for those served by
NIA."

                      About Magellan Health

Headquartered in Avon, Connecticut, Magellan Health Services Inc.
(NASDAQ: MGLN) -- http://www.magellanhealth.com/-- manages
behavioral health care and radiology benefits in the U.S.  Its
customers include health plans, corporations and government
agencies.  The company filed for chapter 11 protection on
March 11, 2003 (Bankr. S.D.N.Y. Case No. 03-40515).  The Court
confirmed the Debtors' Third Amended Plan on Oct. 8, 2003,
allowing the company to emerge from bankruptcy protection on
Jan. 5, 2004.

                          *     *     *

Moody's Investors Service placed Magellan Health Services Inc.'s
long term corporate family and bank loan debt ratings at 'Ba2' in
September 2006.  The ratings still hold to date with a stable
outlook.


MBIA INC: Retains S&P's and Moody's Top-Notch Triple A Ratings
--------------------------------------------------------------
MBIA Inc. released a statement regarding the recent rating actions
by Standard and Poors and Moody's Investors Service.

"We are very pleased that Moody's has now joined Standard & Poors
in affirming our Triple-A rating, adding to the growing confidence
among our shareholders and issuers that MBIA continues to play a
vital role in the bond market," Jay Brown, Chairman and Chief
Executive Officer of MBIA, said.  "This reaffirmation is a major
step in our five-year transformation plan."

"MBIA's claims paying resources are many multiples of our
estimated loss exposure," Mr. Brown stated.  "In fact, the entire
U.S. mortgage market would have to realize ultimate losses many
times greater than any credible prediction before MBIA's ability
to meet its policyholder obligations would be compromised."

As reported in yesterday's Troubled Company Reporter, Moody's said
that these rating actions reflect its assessment of MBIA's ongoing
efforts to strengthen its capital position, as well as changes the
company is implementing to reduce the volatility associated with
its insured portfolio.  The agency also confirmed the Aa2 rating
on surplus notes issued by MBIA Insurance Corporation, and the Aa3
senior unsecured ratings of parent company, MBIA Inc.  It stated
the rating outlook is negative.

On Monday, Standard & Poors' cited MBIA management's success in
raising $2.6 billion of additional debt and equity capital as it
affirmed MBIA's rating of AAA financial strength with a negative
outlook.

In moves to strengthen the company, MBIA's board of directors
yesterday approved additional measures to strengthen the company's
capital position and support its top credit ratings, including the
elimination of the quarterly dividend, suspension of all new
structured finance business for approximately six months and a
cessation of insurance activities on new derivative credit
contracts.

"MBIA is committed to the millions of investors, municipalities
and other stakeholders that rely on our insurance products for
better bond markets and peace of mind," Mr. Brown concluded.

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.

This concludes the Troubled Company Reporter's coverage of MBIA
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


MBIA INC: S&P Holds Ratings on 264 RMBS Guaranteed Classes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 264
classes guaranteed by MBIA Insurance Corp. and removed them from
CreditWatch with negative implications.  In addition, S&P lowered
its ratings on 374 classes from 141 U.S. residential mortgage-
backed securities transactions guaranteed by Financial Guaranty
Insurance Co. and XL Capital Assurance Inc. due to the recent
rating actions on these insurers.

On Feb. 25, 2008, Standard & Poor's took these actions on the
financial enhancement ratings of these insurers:

  -- S&P affirmed the 'AAA' rating on MBIA and removed it from
     CreditWatch with negative implications; and

  -- S&P lowered the rating on XLCA to 'A-' from 'AAA' and kept it
     on CreditWatch with negative implications.

  -- S&P lowered the rating on FGIC to 'A' from 'AA' and kept it
     on CreditWatch with developing implications;   

S&P affirmed its 'AAA' ratings on 264 U.S. RMBS classes and
removed them from CreditWatch negative to reflect the affirmation
of the rating on MBIA and its removal from CreditWatch.  Standard
& Poor's Bond Insurance group resolved the negative CreditWatch
placement on MBIA after the insurer successfully accessed $2.6
billion of additional claims-paying resources.  This, in turn,
ensures that credit enhancement to the RMBS classes MBIA insures
is sufficient and stable, as reflected in the long-term ratings on
these classes.   

The downgrades of 33 classes from 15 U.S. RMBS deals resulted from
the XLCA rating actions.  Twenty-five of these ratings were
lowered to 'A-' and remain on CreditWatch negative; five were
lowered to 'A'; two were lowered to 'A+'; and one was lowered to
'AA+' and removed from CreditWatch negative.  Standard & Poor's
determined that despite the recent negative rating actions on
XLCA, certain transactions have sufficient credit enhancement to
support ratings that are higher than the 'A-' rating assigned to
the XLCA monoline.  S&P has therefore maintained higher ratings on
the related classes.

The FGIC rating actions affected 341 U.S. RMBS classes, all of
which were rated 'AAA' before the downgrades.  Eleven of these
classes were not on CreditWatch before the downgrades, and S&P
removed the remaining 330 ratings from CreditWatch with negative
implications, where they had been placed during recent months.  
S&P lowered 333 of these ratings to 'A', two to 'A+', one to
'AA-', and five to 'AA'.  Standard & Poor's determined that
despite the recent negative rating actions on FGIC, certain
transactions have sufficient credit enhancement to support ratings
that are higher than the 'A' rating assigned to the FGIC monoline.   
S&P has therefore maintained higher ratings on the related
classes.

Standard & Poor's will continue to monitor its ratings on all
classes linked to the referenced bond insurers and take
appropriate rating actions, as necessary.

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.


MERRILL LYNCH: 13 Classes of Certs. Acquires Moody's Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded 22 certificates and placed on
review for possible downgrade 1 class of certificates from four
transactions issued by Merrill Lynch Mortgage Investors Trust.  
The transactions are backed by second lien loans.  The
certificates were downgraded or placed on review for possible
downgrade because the bonds' credit enhancement levels, including
excess spread and subordination, were too low compared to the
current projected loss numbers at the previous rating levels.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on credit support for many of the certificates.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust 2005-SL2

  -- Cl. B-1, Downgraded to Baa3 from Baa1
  -- Cl. B-2, Downgraded to B2 from Baa2
  -- Cl. B-3, Downgraded to Ca from B3
  -- Cl. B-4, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-NCB

  -- Cl. M-2, Downgraded to Ba1 from A2
  -- Cl. B-1, Downgraded to Ba3 from Baa1
  -- Cl. B-2, Downgraded to B3 from Baa2
  -- Cl. B-3, Downgraded to Ca from Baa3
  -- Cl. B-4, Downgraded to C from B3
  -- Cl. B-5, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-SL3

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M-2, Downgraded to Ba1 from A2

  -- Cl. B-1, Downgraded to B2 from Baa1

  -- Cl. B-2, Downgraded to Caa2 from Baa2

  -- Cl. B-3, Downgraded to Ca from Ba3

  -- Cl. B-4, Downgraded to C from B3

  -- Cl. B-5, Downgraded to C from Ca

Issuer: Merrill Lynch Mortgage Investors Trust, Series 2007-SL1

  -- Cl. M-4, Downgraded to B1 from A1
  -- Cl. M-5, Downgraded to B3 from Baa2
  -- Cl. M-6, Downgraded to Caa1 from Ba1
  -- Cl. B-1, Downgraded to Ca from B1
  -- Cl. B-2, Downgraded to C from B3
  -- Cl. B-3, Downgraded to C from Caa2


MGM MIRAGE: Infinity Joint Offer Gets 99 Million of Share Tenders
-----------------------------------------------------------------
MGM MIRAGE and Infinity World (Cayman) L.P., an indirect
subsidiary of Dubai World, disclosed final results of their joint
tender offer, which expired at 12:00 midnight, New York City time,
on Feb. 14, 2008.

Based on the final tabulation by Mellon Investor Services LLC, the
depositary for the joint tender offer, 99,125,707 shares of common
stock of MGM MIRAGE were properly tendered and not withdrawn in
the joint tender offer, resulting in a proration factor of
approximately 15.1%.

Mellon Investor Services LLC will promptly issue payment for the
shares validly tendered and accepted for payment and will return
all other shares tendered.

             About Infinity World and Dubai World
    
Infinity World Investments LLC is a wholly-owned subsidiary of
Dubai World -- http://www.dubaiworld.ae/-- which is a major     
investment holding company with a portfolio of businesses that
includes DP World, Jafza, Nakheel, Dubai Drydocks, Maritime City,
Istithmar, Kerzner, One & Only, Atlantis, Barney's, Island Global
Yachting, Limitless, Inchcape Shipping Services, Tejari,
Technopark and Tamweel.  The Dubai World Group has more than
50,000 employees in over 100 cities around the globe.  The group
also has real estate investments in the US, the UK and South
Africa.  In the last five years, Dubai World has developed 80,000
luxury residential villas and apartments and approximately three
million square feet of retail space.

                      About MGM Mirage

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

                        *     *     *

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


MORTGAGE LENDERS: Wants Plan-Filing Period Moved to April 22
------------------------------------------------------------
Pursuant to Section 1121 of the Bankruptcy Code, Mortgage Lenders
Network USA, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware to extend:

   (a) its exclusive period to file a plan of reorganization
       through and including April 22, 2008; and

   (b) its exclusive period to solicit and obtain acceptances for
       the plan through and including June 6, 2008.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the Debtor, on Dec. 14, 2007,
provided a copy of its proposed plan reorganization to the
Official Committee of Unsecured Creditors for review and comment.  
The Creditors Committee, however, has not yet provided any
comments on the Proposed Plan.

Ms. Jones informs the Court that the Creditors Committee,
Residential Funding Company, LLC, and other key parties-in-
interest, without the participation of the Debtor, have been
attempting to negotiate resolution on certain intercreditor
causes of action.  While the Debtor supports the settlement
efforts, and indeed encouraged them, the Debtor has been forced
to wait on the sidelines while the negotiations continued.

On February 15, 2008, the Creditors Committee provided very
general conceptual comments and expressed an interest in
commencing discussions toward developing a consensual plan,
Ms. Jones relates.  

The plan negotiations between the Creditors Committee and key
parties-in-interest continue, but no settlement has been
proposed, Ms. Jones avers.

The Debtor continues to move forward with all other aspects of
the bankruptcy proceedings, and looks forward to being brought
into the Plan negotiation process, Ms. Jones tells the Court.  In
the interim, the Debtor seeks a further extension of the
Exclusive Periods.

In addition to its ongoing efforts, Ms. Jones tells Judge Peter
Walsh that the Debtor has accomplished these things:

   -- continued in its leased equipment return/rejection effort
      and resolved certain claims of equipment lessors;

   -- resolved numerous motions for relief from the automatic
      stay;

   -- objected to numerous requests for approval and immediate
      payment of administrative expense claims; and

   -- continued its analysis of prepetition transfers and
      transactions.

Ms. Jones contends that cause exists for extending the Exclusive
Periods, citing that the Debtor has acted in good faith to
maximize the value of its estate for the benefit of all
creditors.  She notes that until the Creditors Committee is
available to work toward the formulation of a consensual plan,
the Debtor requires additional time to develop a final version of
a plan.  It would not be prudent for the Debtor to abandon its
exclusivity right at this juncture, she continues.

The brief extensions will not harm or prejudice the Debtor's
creditors or other parties-in-interest, Ms. Jones assures the
Court.  She notes that the intention of Section 1121 is to afford
the Debtor a meaningful and reasonable opportunity to negotiate
with their creditors, and to propose and confirm a consensual
plan.

Judge Walsh will convene a hearing on March 25, 2008, at 11:00
a.m., Eastern Time, to consider the Debtor's request.  Pursuant
to Del.Bankr.LR 9006-2, the Debtor's Exclusive Solicitation
Period is automatically extended until the conclusion of that
hearing.

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.  
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.  (Mortgage Lenders Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


MORTGAGE LENDERS: Court Extends Removal Periods to June 11
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
request of Mortgage Lenders Network USA, Inc., to:

   (a) extend the period, within which it may remove actions
       initiated prior to the Petition Date through and including
       June 11, 2008; and

   (b) extend the period, within which the Debtor may remove
       actions initiated after the Petition Date to the later of:

          -- June 11, 2008; and

          --  the time period specified in Rules 9027(a)(3)(A)
              and (B), which provides for the shorter of:

              * 30 days after receipt of a copy of the initial
                pleading setting forth the claim or cause of
                action to be removed; or

              * 30 days after receipt of the summons, if the
                initial pleading has been filed with the Court
                but not served with the summons.

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

(Mortgage Lenders Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORTGAGE LENDERS: Can Expand Scope of Hilco's Services
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the request of Mortgage Lenders Network USA, Inc., to expand the
scope of services of Hilco Real Estate, LLC, and pay Hilco for the
marketing of a 98-year lease, among other things.

As reported in the Troubled Company Reporter on Feb. 15, Mortgage
Lenders Network sought authority to expand the scope of services
to be provided by Hilco.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that
Hilco was employed to assist with the marketing and sale of an
option to purchase a certain real estate property at the town of
Wallingford, in New Haven County, Connecticut.

Upon investigation, Hilco determined that the Option is inexorably
tied to the 98-year lease on the Property, and that the
Option and Lease will have the greatest value to the bankruptcy
estate if sold together to a single buyer.  Hence, the Debtor
wants Hilco to assist with the sale of the Lease, in addition to
the sale of the Option.

As special real estate consultant, Hilco will:

   -- design and implement a marketing plan for the Option and
      Lease;

   -- identify potential purchases for the Option and Lease;

   -- negotiate purchase or assignment documents; and

   -- manage the sale process and closing of sale.

Hilco will earn a percentage of the gross proceeds upon sale of
the Option and Lease in accordance with this incentive scale:

        Gross Sale Proceeds               Earnings
        -------------------               --------
        From $0 to $5,000,000               3.75%
        From $5,000,000 to $6,000,000       3.50%
        From $6,000,000 to $7,000,000       3.25%
        Above $7,000,000                    2.75%

Ms. Jones says that if a participating broker introduces a buyer
for the Option or Lease, then 1% will be added to the fees, and
Hilco will be responsible for sharing its fees, if appropriate,
with the broker.

Joseph A. Malfitano, vice president and the assistant general
counsel of Hilco, assured the Court that Hi1co has not been
retained to assist any entity or person, other than the Debtor,
on matters relating to, or in connection with the Chapter 11
case.  He says that Hilco is "disinterested" as defined in
Section 101(14) of Bankruptcy Code.

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

(Mortgage Lenders Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MSGI SECURITY: Posts $9.6 Mil. Net Loss in Qtr. Ended December 31
-----------------------------------------------------------------
MSGI Security Solutions Inc. reported net loss applicable to
common stockholders of $9,628,708 for the second fiscal quarter
ended Dec. 31, 2007, which includes the non-cash interest charges
of approximately $8.2 million.  The current quarter net loss
compares to a net loss of $1,268,915 for the second fiscal quarter
2007.

The company's balance sheet at Dec. 31, 2007, showed total assets
of $7,854,332 and total liabilities of 7,858,577, resulting to
total stockholders' deficit of $4,245.

The company received orders for approximately $4,865,000 in the
December quarter and prepaid $2,500,000 to its suppliers for the
required inventory; however components did not begin to arrive
until Jan. 3, 2008, effectively pushing the December business into
January, the third quarter.  As a result of these unanticipated
delays by its supplier, the company was unable to report any
revenue for the December quarter.  The shifting of December
revenues into March is not expected to impact the total revenue
guidance given by MSGI for calendar year 2008.

For the three months ended Dec. 31, 2007, loss from operations was
$1,105,479 as compared to loss from operations of $835,289 for the
same quarter in 2006.  The $270,190 increase in loss of operations
was related to a one-time transaction related increase in certain
professional fees.

The Callable Secured Convertible 8% Notes originally issued July
2005 to September 2005 and the Callable Secured 6% Notes
originally issued on Dec. 13, 2006, were converted into shares of
common stock, which were immediately purchased by certain
institutional investors on Oct.3, 2007, from the original note
holders.  The transaction did not result in any proceeds to MSGI.
The institutional investors fully converted all such Notes into
approximately 7.7 million shares of the company's stock, which
eliminated approximately $3.5 million of debt.

Conversion of the debt resulted in significant non-cash charges to
the company.  The non-cash interest expenses from acceleration of
the accretion of the debt discounts well as certain additional
beneficial conversion adjustments upon conversion of the former
Notes plus additional debt discounts derived from anti-dilution
provisions which were triggered by the conversions resulted in
significant non-cash interest charges to the company of
approximately $8.9 million for the six months ended Dec. 31, 2007
and $8.2 million for the three months ended Dec. 31, 2007.

Cash and equivalents as of Dec. 31, 2007 were $0.3 million.
Accounts receivable totaled $3.9 million.  Subsequent to the
quarter the company received payment of $3.8 million of the
accounts receivable representing full payment from Apro Media
related business.

                About MSGI Security Solutions Inc.

Headquartered in New York City, MSGI Security Solutions Inc.
(Other OTC: MSGI) -- http://www.msgisecurity.com/-- provides of  
proprietary security products and services to commercial and
governmental organizations, including the U.S. Department of
Homeland Security, with a focus on cutting-edge encryption
technologies for surveillance, intelligence monitoring, and data
protection.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Amper, Politziner & Mattia, P.C., in Edison, New Jersey, raised
substantial doubt about MSGI Security Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditor stated that the company has suffered recurring
losses and negative cash flows from operations.


NASDAQ STOCK: Closes OMX Deal to Become The Nasdaq OMX Group, Inc.
------------------------------------------------------------------
The Nasdaq Stock Market, Inc. has completed its combination with
OMX AB, creating a large exchange company, The NASDAQ OMX Group,
Inc.

NASDAQ OMX Group has operations around the world, spanning
developed and emerging markets.  Its global offerings include
trading across multiple asset classes, capital formation
solutions, financial services and exchanges technology, market
data products, and financial indexes.

"NASDAQ OMX Group is a new type of exchange company," Bob
Greifeld, Chief Executive Officer of The NASDAQ OMX Group, said.  
"It is unique in its ability to serve customers at multiple
levels, from trading platforms supporting multiple asset classes
to listings, financial services technology, and data and financial
products."

As part of the transaction, NASDAQ OMX Group also became a 33-1/3%
shareholder in DIFX, Dubai's international financial exchange.  As
previously announced and approved, Borse Dubai is a 19.9%
shareholder of NASDAQ OMX Group.

"We are grateful for the support of OMX shareholders," Mr.
Greifeld added.  "We look forward to executing on our plan that
will benefit all of our constituencies, including investors,
shareholders and customers."

               About The Nasdaq Stock Market Inc.

Headquartered in New York City, The Nasdaq Stock Market Inc.
(Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is the largest U.S.
equities exchange.  With approximately 3,100 companies, NASDAQ is
the primary market for trading NASDAQ-listed stocks as well as a
leading liquidity pool for trading NYSE-listed stocks.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to Nasdaq's proposed $625 million senior unsecured notes.

As reported Troubled Company Reporter on Jan. 9, 2008, Moody's
Investors Service commented on the likely outcome of its
rating review of The NASDAQ Stock Market Inc.  This review
commenced on Sept. 20, 2007 and reflects the pending merger
between NASDAQ Stock Market, Inc. and OMX AB, which is expected to
close in February 2008.

Contingent upon the merger becoming effective, Moody's is likely
to upgrade NASDAQ's corporate family rating to Ba1 from Ba3 and
assign a positive outlook.  Moody's expects to assign a rating of
Ba1 to a new five year senior secured term loan of $1.5 billion,
as well as a $75 million revolving credit facility.  Moody's also
anticipates assigning a Ba2 rating to $625 million of senior,
unsecured notes.  


NASDAQ OMX: Moody's Lifts Corp. Rating to 'Ba1' on OMX AB Merger
----------------------------------------------------------------
Moody's Investors Service upgraded The NASDAQ OMX Group Inc.'s
corporate family rating to Ba1 from Ba3 and assigned a positive
outlook.  This action concludes Moody's rating review of NASDAQ
OMX, following this morning's announced completion of its merger
with OMX AB.

Moody's also assigned a rating of Ba1 to a new five year senior
secured term loan of $2 billion, as well as a $75 million
revolving credit facility.  A Ba2 rating was assigned to
$425 million of five and a half year, 2.5% convertible notes.   
These financings will be used to finance the OMX merger as well as
the planned acquisition of the Philadelphia Stock Exchange.

The Ba1 corporate family rating on NASDAQ OMX reflects the firm's
important exchange franchise in the United States, its expansion
into the Nordic European region via the OMX merger and its
expansion into derivatives through the Philadelphia Stock Exchange
acquisition.  The rating also reflects the operating leverage of
the exchange business model and the potential for further profit
improvement resulting from cost saving opportunities presented by
these transactions.

"These mergers offer cost-saving opportunities and diversify
revenues.  A successful execution would also position NASDAQ OMX
to participate in future exchange consolidation," said Peter
Nerby, a Senior Vice-President at Moody's.

Moody's cautioned that NASDAQ OMX has demonstrated a willingness
to increase leverage to pursue exchange consolidation in the past.   
"Management's tolerance for leverage will remain an important
rating factor," said Nerby.

Moody's said the ownership stake of Borse Dubai in NASDAQ OMX is a
neutral factor in the rating.

The rating agency also noted that NASDAQ OMX will continue to face
fierce competition for cash equities order flow from traditional
exchange rivals, new trading platforms, as well as from major
investment banks.  Moreover, the recent introduction of MiFID in
the European markets may expose incumbent European exchanges to
greater competition for order flow.  Maintaining order flow and
market share will be an important driver of cash flow in the
future, said Moody's.

The positive outlook reflects Moody's view that should management
successfully integrate the to-be-combined entities, as well as
achieve projected cost synergies this would be a credit positive.   
However, substantial execution risk remains.  Additionally, for
the rating to move higher Moody's stated that it believes NASDAQ
OMX management would need to demonstrate a reduced tolerance for
assuming financial risk.  An unsuccessful merger execution or a
sharp increase in leverage could lead to a downgrade.

These ratings have been assigned to The NASDAQ OMX Group, Inc.:

  -- Corporate Family Rating: Ba1;

  -- $2 billion 5 year senior secured note: Ba1;

  -- $75 million 5 year senior secured revolver: Ba1;
  
  -- $425 million 5.5 year convertible notes (including a $50mm
     over-allotment option): Ba2.

The outlook on the ratings is positive.

Upon completion of the OMX merger, The NASDAQ Stock Market, Inc.
was renamed The NASDAQ OMX Group, Inc.  The NASDAQ Stock Market,
Inc. reported net earnings of $518 million for the year ended
Dec. 31, 2007.


NASH FINCH: Board Declares Quarterly Dividend Payable on March 21
-----------------------------------------------------------------
The board of directors of Nash Finch Company declared a regular
quarterly cash dividend of 18 cents per share of common stock.  
The dividend is payable March 21, 2008, to shareholders of record
at the close of business on March 7, 2008.  It is the company's
326th consecutive quarterly cash dividend.  There are 12,926,961
shares of common stock outstanding.

Headquartered Minneapolis, Minnesota, Nash Finch Company (Nasdaq:
NAFC) -- http://www.nashfinch.com/-- is an American food   
distribution company.  Nash Finch's core business, food
distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt.  The company also owns and
operates a base of retail stores, primarily supermarkets under the
Econofoods(R), Family Thrift Center(R), and Sun Mart(R) trade
names.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Standard & Poor's Ratings Services revised its outlook on Nash
Finch Co. to stable from negative.  At the same time, S&P affirmed
the Minneapolis, Minnesota-based company's 'B+' corporate credit
and other ratings.  This action reflects stabilized operating
performance, improved credit metrics and adequate liquidity.


NEW CENTURY: Exclusivity Periods Extended to April 21
-----------------------------------------------------
Judge Kevin J. Carey extended the exclusive period for New Century
Financial Corp. and its debtor-affiliates to solicit votes on its
plan of liquidation to April 21, 2008.

Judge Carey pegged the Debtors' exclusive period to file a Chapter
11 plan through and including February 21, with respect to all
non-Debtor parties other than the Official Committee of Unsecured
Creditors.

The April 21 exclusive solicitation period is with respect to all
parties other than the Committee.

As reported in the Troubled Company Reporter on Feb. 6, 2008, the
Debtors and the Official Committee of Unsecured Creditors filed a
joint plan of liquidation on Feb. 2.

The Debtors have not sought another extension of the Feb. 21
exclusive plan-filing period, as of press time.

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

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

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


NEW CENTURY: Inks Settlement Pact with Positive Software
--------------------------------------------------------
New Century Financial Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
settlement agreement and mutual release with Positive Software
Solutions, Inc. and Edward Mandel.

At the hearing on February 6, 2006, the Bankruptcy Court indicated
that it would lift the automatic stay on a limited basis, to allow
proceedings on the arbitration motion, and it would also conduct
an estimation hearing in connection with Positive Software's four
claims, each for $580,000,000.

As reported in the Troubled Company Reporter on Feb 11, the Hon.
Kevin Carey of the Delaware Bankruptcy Court lifted the bankruptcy
stay to permit Positive Software to resurrect its copyright
infringement lawsuit against New Century before U.S. District
Judge David C. Godbey in Dallas, Texas.  According to a Bloomberg
report, Judge Godbey ordered New Century in
October to explain "why they shouldn't be disciplined for their
actions in that case."

Positive Software filed a $580 million bankruptcy claim against
New Century, alleging that New Century failed to pay licensing
fees for loan-application software.  The case against New Century
is Positive Software v. New Century Mortgage, 03-00257, U.S.
District Court, District of Texas (Dallas).

The parties, as well as the Official Committee of Unsecured
Creditors in the Debtors' cases, recognized that fees will accrue
immediately, and decided to negotiate a settlement.

The Settlement fully and finally resolves certain disputes between
the Debtors, Positive Software, and Mr. Mandel.  Its
salient terms provide that:

   -- the Debtors will pay $2,000,000 in cash to Positive
      Software, and

           (i) the claim against New Century Financial Corp. will
               be allowed as an HC3b Claim for $15,000,000,

          (ii) the claim against New Century Mortgage Corp. will
               be allowed as an OP3c Claim for $15,000,000, and

         (iii) the claim against Home123 Corp. will be
               disallowed;

   -- the Debtors will waive attorney-client privilege and work
      product immunity in connection with Positive Software
      matters, and turn over certain documents to a third-party
      vendor which will segregate them before handing them to
      Positive Software;

   -- the Debtors, on the one hand, and Positive Software and
      Mr. Mandel, on the other hand, exchange mutual releases for
      acts, omissions, statements or conduct, with respect to the
      released claims;

   -- the parties will dismiss the proceedings as indicated in
      the Settlement Agreement; and

   -- Positive Software will not object to the Plan.

A full-text copy of the Debtors' Settlement Agreement with
Positive Software is available at no charge at:

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

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

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


NOMURA ALTERNATIVE: 10 Certificates Acquires Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded 10 certificates and placed on
review for possible downgrade 3 classes of certificates from two
transactions issued by Nomura Alternative Loan Trust.  The
transactions are backed by closed-end second lien loans.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-S3

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M-2, Downgraded to Ba3 from A2

  -- Cl. B-1, Downgraded to B3 from Baa1

  -- Cl. B-2, Downgraded to Ca from B3

  -- Cl. B-3, Downgraded to C from Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-S1

  -- Cl. A, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Placed on Review for Possible Downgrade,
         currently Aaa

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa2

  -- Cl. M-4, Downgraded to B1 from Aa3

  -- Cl. M-5, Downgraded to B3 from Baa3

  -- Cl. M-6, Downgraded to Ca from B1

  -- Cl. M-7, Downgraded to C from Caa1


NOVELL INC: To Acquire PlateSpin Ltd. for $205 Million
------------------------------------------------------
Novell Inc. entered into a definitive agreement to acquire
PlateSpin Ltd. for $205 million.  The acquisition will extend
Novell's leadership position in the next-generation data center by
providing the only solution to dynamically deliver business
critical services across both physical and virtual
infrastructures.

PlateSpin offers extensive solutions for the management of
heterogeneous workloads that encapsulate data, applications and
operating systems residing on a physical or virtual host.  These
solutions improve the speed and quality of server consolidation,
data center relocation and disaster recovery.  Novell and
PlateSpin will deliver unparalleled support for mixed
infrastructure environments offering products for complete
workload lifecycle management and optimization for Linux, UNIX and
Windows operating systems in the physical and virtual data center.  
The combined solutions will deliver superior value by helping
customers reduce costs, improve service levels and respond to
fluctuating business requirements.

"Flexible, automated management products that fully leverage
server resources and allow the movement of workloads are necessary
for optimizing the data center," said Stephen Elliot, research
director, Enterprise Systems Management Software and ITMS at IDC.  
"Over the next three years, heterogeneous virtualization
architectures will be the norm for most IT organizations; as such
they must purchase data center management solutions that offer an
ongoing opportunity for lowering operational costs as well as
integrating and managing VMs across both server and storage
infrastructures for greater control and visibility between
hardware and the virtual software tiers."

"The PlateSpin acquisition will be a cornerstone of our two-
pronged enterprise Linux and IT management software strategy," Ron
Hovsepian, president and CEO of Novell, said.  "With the addition
of the PlateSpin product portfolio, Novell will be uniquely
positioned to deliver the next generation infrastructure software
that is at the core of the data center.  Together, we will have
the most comprehensive workload management solution that allows
customers to monitor and analyze what to virtualize, provide the
tools to seamlessly virtualize and unvirtualize workloads,
automate the management of workloads, and provide the leading open
source platform from which to run virtualized work."

"PlateSpin's ability to manage workloads is unparalleled and is an
essential part of making the data center truly respond to the
needs of the business," Stephen Pollack, founder and CEO of
PlateSpin, said.  "Combined with ZENworks Orchestrator and
virtualization from Novell, we are very excited about the
synergies that this acquisition will give to customers."

                         Financial Overview

Novell will acquire PlateSpin for $205 million using current cash.  
The acquisition is expected to close during Novell's second fiscal
quarter 2008 subject to the satisfaction of closing conditions.  
PlateSpin will be integrated into Novell's Systems and Resource
Management business unit.  As part of this business unit,
PlateSpin will continue to develop and market its solutions to a
global customer base.  This will be done through the continued
operation of PlateSpin's Toronto facility as well as through a
combination of PlateSpin and Novell offices and facilities around
the globe.

                       About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell Inc. (Nasdaq:
NOVL) -- http://www.novell.com/-- delivers infrastructure
software for the Open Enterprise.  Novell provides desktop to data
center operating systems based on Linux and the software required
to secure and manage mixed IT environments.

                          *     *     *

Novell Inc.'s subordinated debt carries Moody's Investors
Service's B1 rating.


ODYSSEY RE: Elects Brian Young as CEO of London Market Operations
-----------------------------------------------------------------
Odyssey Re Holdings Corp. appointed Brian Young as chief executive
officer of its global insurance and London market operations
effective April 1, 2008.  Mr. Young manages OdysseyRe's London
Market Division.  In his new position, Mr. Young will have overall
responsibility for OdysseyRe's U.S. Insurance and London Market
Divisions.

The present management structure of OdysseyRe's U.S. Insurance
Division will remain in place, with Jim Migliorini, chief
executive officer - U.S. insurance, reporting to Mr. Young.
Through its Hudson Insurance Group, the division provides
underwriting capacity on an admitted and non-admitted basis to
medical malpractice and specialty insurance markets nationwide.

Mr. Young will be relocating from London to New York in connection
with his new responsibilities.  Carl Overy will assume local
senior management responsibility in London as OdysseyRe's new
chief executive officer - London market division, and report to
Mr. Young.

Mr. Overy is the chief actuary of the London market division, and
has been a member of OdysseyRe's management team in London for the
past six years.  The division underwrites casualty insurance and
treaty reinsurance on a worldwide basis through OdysseyRe's London
branch, Newline Insurance Company Limited and Newline Syndicate
1218 at Lloyd's.

"Unifying the reporting structure of our London and U.S. platforms
is an important step in optimizing the development of OdysseyRe's
insurance activities on a global basis," Andrew A. Barnard,
OdysseyRe's chief executive officer, commented.  "Brian's proven
management skills, and the variety and depth of his industry
experience, make him well-suited for this important new position."

                 About Odyssey Re Holdings Corp.

Headquartered in Stamford, Connecticut, Odyssey Re Holdings Corp.
(NYSE: ORH) -- http://www.odysseyre.com/-- is an underwriter of  
property and casualty treaty and facultative reinsurance, as well
as specialty insurance.  The company operates through its
subsidiaries, Odyssey America Reinsurance Corporation, Hudson
Insurance Company, Hudson Specialty Insurance Company, Clearwater
Insurance Company, Newline Underwriting Management Limited,
Newline Asia Services Pte. Ltd. and Newline Insurance Company
Limited.  The company underwrites through offices in the United
States, London, Paris, Singapore, Toronto and Latin America.

                        *     *     *

Odyssey Re Holdings Corp. continues to carry Standard & Poor's
'BB' preferred stock rating, which was placed in October 2005.


OFFICEMAX INC: Earns $71.5 Million in Quarter ended December 29
---------------------------------------------------------------
OfficeMax Incorporated reported results for its fourth quarter and
fiscal year ended Dec. 29, 2007.  

Net income increased in the fourth quarter of 2007 to
$71.5 million from $58.0 million in the fourth quarter of 2006.  
Adjusted net income in the fourth quarter of 2007 increased 37% to
$51.1 million from $37.2 million in the fourth quarter of 2006.  

Net income for the full year 2007 increased to $207.4 million
compared with net income of $91.7 million reported in 2006.  For
the full year 2007, adjusted net income increased 18% to $188.1
million from $159.1 million in 2006.

Results for the fourth quarter and full year 2007 included items
which are not expected to be ongoing.  

"We demonstrated progress on our turnaround plan in the fourth
quarter and for the full year 2007," Sam Duncan, chairman and CEO
of OfficeMax, said.  "In the fourth quarter, we were able to
generate further operating income margin improvement, while we
navigated a weaker economic environment.  In our Contract segment,
we experienced declining gross margin rates, but we lowered
expenses.  In our Retail segment, we adjusted our promotional
strategies for improved gross margin rates and invested in new
stores.  For the full year 2007, by lowering costs and managing
margins, we enabled operating income margin expansion and bottom-
line earnings growth."

During the fourth quarter of 2007, OfficeMax opened 41 retail
stores in the U.S., closed 2 retail stores in the U.S., and opened
3 retail stores in Mexico.  During 2007, OfficeMax opened 59 new
retail stores in the U.S. and 15 stores in Mexico.  OfficeMax
ended 2007 with a total of 976 retail stores, consisting of
908 retail stores in the U.S. and 68 retail stores in Mexico.

                            Liquidity

As of Dec. 29, 2007, OfficeMax reported total debt of
$398.4 million, excluding $1.470 billion of timber securitization
notes which have recourse limited to the $1.635 billion of timber
installment notes receivable.  

During the fourth quarter of 2007, OfficeMax generated $39.2
million of cash from operations, an increase of $3.3 million from
the fourth quarter 2006.  

For the full year of 2007, OfficeMax generated $70.6 million of
cash from operations, a decrease of $305.1 million from 2006, due
to the termination of the company's accounts receivable
securitization program in July 2007 and a reduction in accounts
payable.  OfficeMax invested $39.5 million and $140.8 million for
capital expenditures in the fourth quarter of 2007 and full year
2007.

At Dec. 29, 2007, the company's balance sheet showed total assets
of $6.28 billion, total liabilities of $4 billion and total
shareholders' equity of $2.28 billion.

                   About OfficeMax Incorporated

Headquartered in Naperville, Illinois, OfficeMax Incorporated
(NYSE: OMX) -- visit http://www.officemax.com/-- is into both    
business-to-business office products solutions and retail office
products.  The company provides office supplies and paper, in-
store print and document services through OfficeMax ImPress(TM),
technology products and solutions, and furniture to consumers and
to large, medium and small businesses. OfficeMax customers are
served by over 36,000 associates through direct sales, catalogs,
e-commerce.

OfficeMax customers are served by approximately 35,000 associates
through direct sales, catalogs, e-commerce and more than 900
stores.
                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services raised the corporate credit
rating on OfficeMax Inc. to 'BB-' from 'B+'.  The outlook is
stable.


OWENS CORNING: Moody's Lowers Rating on $1 Bil. Facility to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the debt ratings of Owens
Corning to Ba1.  The ratings downgrade was prompted by the adverse
effects of the homebuilding contraction on Owens Corning's
financial performance and credit profile.  At the same time a
corporate family rating of Ba1 and a speculative grade liquidity
rating of SGL-2 were assigned.  This concludes the review that
began on Dec. 5, 2007.  The ratings outlook is negative.

These debt ratings were downgraded or assigned:

  -- $1 billion Revolving Credit Facility, due 2011, downgraded to
     Ba1 (LGD4, 55%) from Baa3;

  -- $600 million Term Loan, due 2011, downgraded to Ba1 (LGD4,  
     55%) from Baa3;

  -- $650 million 6.5% Senior Unsecured Notes, due 2016,
     downgraded to Ba1 (LGD4, 55%) from Baa3;

  -- $550 million 7.0% Senior Unsecured Notes, due 2036,
     downgraded to Ba1 (LGD4, 55%) from Baa3;

  -- Corporate family rating, assigned at Ba1;

  -- Speculative grade liquidity rating, assigned at SGL-2.

  -- The Issuer Rating, has been withdrawn.

The ratings downgrade reflects the company's financial performance
and weak outlook due to the homebuilding contraction.  Although
the company has divested a couple of businesses including Siding
Solutions and Fabwel that were tied to the housing market and has
also made progress in expanding into businesses that are not tied
to homebuilding and remodeling, the company continues to derive a
significant proportion of its cash flow from the residential
market.  The expectation that housing starts will fall in 2008 to
under 1 million from almost 1.3 million in 2007, suggest that 2008
will be a difficult year for the company in terms of its financial
performance.  The company's sales into the repair and remodeling
market will likely come under additional pressure as home equity
extraction declines due to lower consumer confidence, tighter
credit, concerns related to home values, and low home resale
turnover.

The assignment of an SGL-2 rating reflects expected good liquidly
over the next 12 months and takes into consideration the company's
internal liquidity, external liquidity, covenant compliance, as
well as alternative liquidity sources.  The company's $1 billion
revolver is expected to have over $600 million in availability
(including letters of credit) during 2008.  There is significant
room under the company's covenants and the company's debt is
unsecured in nature thereby allowing for asset sales as a possible
alternative source of liquidity.

The negative ratings outlook reflects the company's revenue and
profit composition.  The company's insulation business represents
over 30% of revenues and is significantly affected by homebuilding
and remains under pressure.  The negative outlook also reflects
the possibility that 2008 will be weaker than currently projected
and that the company will therefore under-perform Moody's current
estimates.  Additionally, the company's financial metrics are more
in line with a mid Ba rated manufacturing company as opposed to a
high Ba rated entity or an investment grade company.

Headquartered in Toledo, Ohio, Owens Corning, is a global producer
of residential and commercial building materials, glass fiber
reinforcements and engineered materials for composite systems.
Revenues for the trailing twelve month period ended Sept. 30, 2007
were almost $6 billion, including various discontinued operations.
PACIFIC LUMBER: Plan Parties File Joint Disclosure Statement
------------------------------------------------------------
In accordance with Judge Richard Schmidt's directive, the Official
Committee of Unsecured Creditors, on behalf of The Pacific Lumber
Company and its debtor-affiliates; The Bank of New York Trust
Company, N.A., as Indenture Trustee for the Timber Notes; and
Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and
Agent under the DIP Credit Facility, delivered to the U.S.
Bankruptcy Court for the Southern District of Texas, on February
25, 2008, a joint disclosure statement explaining the Plans of
Reorganization filed by each of the Plan Proponents.

Judge Schmidt will convene a hearing to approve the Joint
Disclosure Statement today, February 28, 2008, at 10:00 a.m.  
Objections to the Joint Disclosure Statement must also be filed by
February 28.

The Joint Disclosure Statement is the product of the three
separate Disclosure Statements that were submitted to the Court by
each of the Plan Proponents on January 30, 2008:

                  Marathon/  
Topics            MRC Plan          BoNY Plan       Debtors Plan
------           -----------      --------------    ------------
Debtors          All Debtors      Scotia Pacific    All Debtors
affected                          Company LLC
by Plan

Does the         Yes              Scopac will       Yes
Plan contain                      continue in its
material                          current manner
changes in                        until its sale
the Debtors'                      as a going
business                          concern on the
operations?                       effective date
                                  of the Plan.

Plan              The Debtors     A Plan Agent      Reorganize,
Implementation    will be         will conduct a    with joint
                  reorganized     reasonable sale   ownership
                  into:           of Scopac as      among
                                  a going concern   secured
                  (1) Newco will                    creditors
                  consist of the                    & existing
                  Debtors'                          equity
                  sawmill and                       
                  commercial
                  timberland
                  assets; and

                  (2) Townco
                  will consist
                  of the town
                  of Scotia.

Is financing      Yes             No                Yes
required to
consummate
the Plan?

Who will          Newco will      A Plan Agent      Shared
control the       be managed by   under the         control
Debtors after     a board of      direction of      among
the Plan is       directors that  a Post-           Reorganized
confirmed?        largely         Confirmation      PALCO,
                  overlaps with   Board.            MAXXAM,
                  the MRC Board.                    Marathon and
                                                    the
                                                    Prepetition
                                                    Timber
                                                    Noteholders.

Treatment of      Paid full in    Paid full in      Paid full in
priority and      cash.           cash on the       cash on the
administrative                    Effective         Distribution
claims                            Date.             Date.

Treatment of      Allowed         To be paid at    Semi-annual
general           PALCO Trade &   roughly 99%      payments of
unsecured         General         from a           interest only
claims            Unsecured       $1,450,000       at rate of
                  Claims: pro     fund set         8.25%, plus
                  rata share of   aside for the    all
                  $10,100,000     benefit of       principal
                  plus a          general          on the
                  Litigation      unsecured        seventh
                  Trust           creditors        anniversary
                  Participation   of Scopac.       of the
                  for any                          Effective
                  remaining                        date.
                  amount owed.
                  Recovery is
                  estimated at
                  75-90%.

                  Allowed Scopac
                  Trade Claim:
                  pro rata share
                  of $500,000,
                  plus a
                  Litigation
                  Trust
                  Participation
                  for any
                  remaining
                  amount owed.  
                  Recovery
                  is estimated
                  at 75-90%.

                  Scopac General
                  Unsecured
                  Claims:
                  Litigation
                  Trust
                  Participation.

                  Deficiency
                  Claims for the
                  Marathon DIP
                  and Term Loans
                  will be waived.

Treatment of      In full          N/A             Transfer of
Marathon          satisfaction                     the town
term loan         of its DIP                       assets to
                  Loan and Term                    Marathon
                  Loan Claims                      and 17.7%
                  and contributing                 of the
                  portion of cash                  common
                  contribution to                  stock of
                  Newco, Marathon                  Reorganized
                  will receive:                    PALCO in
                                                   full
                  (1) 100% equity                  satisfaction
                  ownership                        of the term
                  interest in                      loan debt.
                  Townco,                      

                  (2) 15%                  
                  equity
                  ownership
                  interest in
                  Newco,

                  (3) a note from
                  Newco for roughly
                  the Mill Working
                  Capital secured
                  solely by liens
                  on the Mill
                  Working Capital.
                   
Treatment of      All principal   BofA Claim       Paid in full
Bank of           and non-        will be paid     on the
America Claim     default         in full on       Distribution
                  interest        the Effective    Date.
                  rate paid on    Date.
                  Distribution
                  Date.

Treatment of      Pro rata        Paid from the    49% of the
Indenture         share of        proceeds of      New Scopac
Trustee           $175,000,000    the sale after   common stock,
Claim             in cash, plus   payment of       375,000,000
                  a pro rata      senior           shares of New
                  share of New    classes and      Scopac
                  Timber Notes    setting          Preferred
                  for             aside funds      Stock and
                  $325,000,000    required by      225,000,000
                  accruing        the Plan.        in New
                  interest at                      Timber Notes.
                  5.5% per
                  annum and
                  secured by
                  the Timberlands.
                  
What happens      MAXXAM will     N/A              Diluted to
to MAXXAM's       not receive                      36.6%
ownership         any                              ownership of
interests in      distributions.                   Reorganized
PALCO?                                             Scopac.
  
What happens      PALCO will not  In the event     Diluted to
to PALCO's        receive any     all Scopac       51% ownership
ownership         distributions.  creditors are    of Reorganized
interest in                       paid in full,    Scopac.
Scopac?                           PALCO will be    
                                  paid in cash
                                  from the
                                  remaining
                                  proceeds of
                                  sale and
                                  distributions
                                  from the
                                  Liquidation
                                  Trust and
                                  Litigation
                                  Trust.

Who are           Releases and    The Plan         Released from
covered by        discharges      grants certain   potential
Plan releases     for the         releases to      claims:
or                Debtors and     the Plan Agent   Debtors,
exculpation       Reorganized     and the          non-Debtor
provisions?       Entities.       Plan Proponent,  affiliates,
                  Releases and    their            Creditors
                  exculpations    professionals    Committee,
                  for the Plan    and other        Marathon,
                  Proponents,     agents.          Prepetition
                  the Creditors                    Indenture
                  Committee and                    Trustee, each
                  its members.                     holder of an
                                                   Allowed
                                                   Scopac Timber
                                                   Noteholder
                                                   Claim and
                                                   each of the
                                                   parties'
                                                   officers,
                                                   directors,
                                                   employees and
                                                   professionals.

Upon approval of the Bankruptcy Court, the Plan Proponents will
distribute the Joint Disclosure Statement to all holders of
claims and interests who are entitled to vote on the Plans, as
well as to all parties who have requested copies of the final
Joint Disclosure Statement.

A full-text copy of the Joint Disclosure Statement dated
February 25, 2008, is available for free at:

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

                      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.
47, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Plan Parties Propose Solicitation Procedures
------------------------------------------------------------
The Official Committee of Unsecured Creditors -- on behalf of The
Pacific Lumber Company and its affiliates; The Bank of New York
Trust Company, N.A., as Indenture Trustee for the Timber Notes;
and Marathon Structured Finance Fund L.P, the Debtors' DIP Lender
and Agent under the DIP Credit Facility -- asks Judge Richard
Schmidt to establish uniform procedures for the solicitation and
tabulation of votes to accept or reject the Plans of
Reorganization the Plan Proponents separately filed on
January 30, 2008.

The U.S. Bankruptcy Court for the Southern District of Texas
ordered the Plan Proponents to coordinate and cooperate with the
drafting of a joint Disclosure Statement.  Accordingly, the
Creditors Committee filed a Joint Disclosure Statement dated
February 25, 2008.

On behalf of the Plan Proponents, the Committee also asks the
Court to approve the Joint Disclosure Statement as containing
adequate information to allow a party to make an informed judgment
about the Plans pursuant to Section 1125 of the Bankruptcy Code.

The Committee assures the Court that in assembling the Joint
Disclosure Statement, it made sure sure to include "adequate
information" about:

   * the Debtors' background and business;

   * the Debtors' capital structure;

   * the factors leading up to the filing of the Debtors' Chapter
     11 cases;

   * the purpose of each Plan and a comparison of each Plan;

   * the classification and treatment of claims and interests
     under each Plan;

   * the means for the implementation of each Plan;

   * the treatment of executory contracts and unexpired leases
     under each Plan;

   * the risks and tax implications of each Plan; and

   * the voting and confirmation procedures and requirements
     applicable to each Plan.

The Joint Disclosure Statement also incorporates language
requested by the state of California and the U.S. government, the
Committee adds.

                       Solicitation Package

The solicitation materials to be distributed by the Balloting
Agent to known holders of claims and interests who are entitled
to vote on the Plans, as of the Record Holder Date, will include:

   -- Notice of the Plans' confirmation hearing, which is
      expected to be set for early April 2008,

   -- A copy of the Joint Disclosure Statement,

   -- A copy of the Plan,

   -- A copy of the Ballot and the voting instructions,

   -- A copy of the Creditors Committee's solicitation letter,
      which is still subject to Court approval.

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

                      Record Holder Date

Pursuant to Rules 3017 and 3018 of the Federal Rules of
Bankruptcy Procedures, the Court has set February 25, 2008, as
the record date for determining the holders of claims and
interests eligible to vote on the Plans.

                        Form of Ballot

The Plan Proponents have prepared Ballots for all of the voting
classes of claims under their individual Plans.  Pursuant to
Bankruptcy Rule 3018(c), the Plan Proponents propose to
distribute Ballots, with accompanying instructions for both
holders of claims and nominees, if applicable, to comply with in
completing the Ballots.

The Plan Proponents have selected Logan & Company, Inc. as their
single, neutral balloting agent for purposes of soliciting
acceptances and rejections of the respective Plans,
notwithstanding the terms of any other agreement between the
Balloting Agent and the Debtors, or any order entered with
respect to the retention of the Balloting Agent by the Debtors.

The Creditors Committee, on behalf of the Plan Proponents, asks
Judge Schmidt to approve the proposed form of Ballots.  

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

The Solicitation Packages to be transmitted by Record Holders to
beneficial holders of the 6.55% Class A-1 Timber Collateralized
Notes due 2028, 7.11% Class A-2 Timber Collateralized Notes due
2028 and 7.71% Class A-3 Timber Collateralized Notes due 2028
must include a ballot for certain beneficial owners.  The Record
Holders must then summarize the individual votes reflected on the
Beneficial Owner Ballots on a master ballot, to be provided to
them by the Debtors in substantially the form approved by the
Court.  The Record Holders must then return the Master Ballot to
the Voting Agent by the Voting Deadline.  As an alternative, the
Record Holders have the option of prevalidating the Beneficial
Owner Ballots so that they can be returned by beneficial owners
directly to the Voting Agent.  

The Debtors seek the Court's authority to reimburse the Record
Holders for their reasonable, actual, and necessary out-of-pocket
expenses incurred in performing the tasks.

                        Voting Procedures

Each holder of a claim that is classified under more than one of
the Plans will be entitled to vote in each of the class/es, for
or against each of the Plans.  Only votes completely and properly
cast will count as a vote for or against a particular Plan.

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

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

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

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

                    Tabulation Procedures

Holders of Voting Claims will not split their vote within a
claim, but will vote their entire claim within a particular class
either to accept or reject the Plan.

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

   -- Unsigned Ballots,

   -- Ballots that are illegible or contain insufficient
      information,

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

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

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

                      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.
47, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Taps ADI for Litigation-Support Services
--------------------------------------------------------
The Pacific Lumber Company and Scotia Pacific Company, LLC, on an
expedited basis, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Applied Discovery,
Inc., to provide them with litigation support services.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth,
& Holzer, P.C., in Corpus Christi, Texas, tells the Court that
PALCO and Scopac need the services of Applied Discovery to reply
to discovery requests made by certain parties in their Chapter 11
cases.

Applied Discovery will be paid for the contemplated litigation
support services according to firm's hourly rates.  The firm's
hourly rates are:

         Service                         Hourly Rate
         -------                         -----------
         Data Collection                     $275
         Forensic Services                   $375
         Expert Witness & other consulting   $375

PALCO and Scopac will equally share the costs of the services to
be provided by Applied Discovery.  

Other services to be provided by Applied Discovery and its
corresponding rates include:

   Service                   Agreed Rate
   -------                   -----------
   Data Filtering            $275 per gigabyte of raw data
                             received less standard system files


   Online Review             $2,400 per gigabyte of data opened,
                             decompressed, expanded and released
                             to the ORA

   Data Hosting/             $40/GB/Month/Database, beginning at
   Storage Fee               the end of the 12th month

Michael J. Simmons, vice president and managing director of
Applied Discovery, assures the Court that his firm is a
"disinterested person" as that term is defined in Sections
101(14) and 1107(b) 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.
47, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: BoNY Wants SAR Account Withdrawal Cap Increased
---------------------------------------------------------------
Scotia Pacific Company LLC and The Bank of New York Trust Company,
N.A., as Indenture Trustee for the Timber Notes, entered into a
stipulation on July 16, 2007, to resolve their disputes with
respect to Scopac's obligation to pay fees and expenses of BoNY's
counsel and financial advisors.

Under the terms of the Stipulation, Scopac agreed to pay
Fulbright & Jaworski LLP, $250,000 per month, plus reasonable out
of pocket expenses.  Of this Budgeted Amount, $100,000 was to be
paid out of Scopac's cash flow, and the remaining $150,000 was to
be paid out of the Debtors' Scheduled Amortization Reserve
Account.  In the event cash flow was not available, the amount
would also be paid out of the SAR Account.  

The Stipulation also provided that in the event that Fulbright's
fees were below the Monthly Cap for any given month, the Reserve
would be used to pay Fulbright out of the SAR Account in any
month in which Fulbright's actual fees exceeded the Monthly Cap.

>From May through August 2007, there was a substantial Reserve for
each month, Zack A. Clement, Esq., at Fulbright & Jaworski LLP,
in Houston, Texas, relates.

Although professional fees for all parties began to increase
significantly in August 2007 due to several highly contested
proceedings, Fulbright's August invoice was well within the
Monthly Cap and the Reserve, Mr. Clement notes.

Beginning in September 2007, however, Fulbright spent a
considerable amount of time opposing the Debtors' request to
extend its exclusivity period, as well as opposing the Debtors'
Plan of Reorganization that was filed on September 30, 2007, Mr.
Clement tells the U.S. Bankruptcy Court for the Southern District
of Texas.

As a result, Fulbright's September invoice exceeded the Monthly
Cap and Reserve for the first time, according to Mr. Clement.

As evidenced by Scopac's own increase in fees since August 2007,
in which Scopac's lawyers have spent about twice as much each
month as the Indenture Trustee, the 150,000 Monthly Cap in the
Stipulation that was initially agreed to in May is simply no
longer sufficient nor reasonable, Mr. Clement asserts.

Accordingly, BoNY asks the Court to increase the Monthly Cap of
the SAR Account for payment of the Indenture Trustee's
professional fees up to $500,000 per month, calculated on a
rolling basis from May 10, 2007.

               Scopac Says BoNY Should Return $1MM

Scopac wants to recover nearly $1,000,000 that BoNY has
misappropriated from Scopac's SAR Account, to pay its bankruptcy
professionals, Kung S. Lee, Esq., at Diamond McCarthy LLP, in
Houston, Texas, tells the Court.

Mr. Lee relates that Fulbright's invoice to BoNY for July 2007
totaled $227,680.  However, he points out, rather than allowing
Scopac to pay $100,000 of the invoice in the ordinary course of
business, out of cash flow, and pay the remaining $127,680 out of
the SAR Account as required by the Stipulation, BoNY withdrew the
entire $227,680 from the SAR Account in August 2007 in
contravention of the Court's Order.

BoNY has asserted that it had the right to pay the initial
$100,000 of each Fulbright monthly invoice from the SAR Account
without further notice to Scopac, on the date on which Fulbright
unilaterally considered Scopac to be "late" in paying that
$100,000 from its cash flow.  "The Stipulation does not provide
that," Mr. Lee contends.

After the initial withdrawal, Mr. Lee informs Judge Richard S.
Schmidt, BoNY had withdrawn more unauthorized funds from the SAR
Account to pay Fulbright.  

The express terms of the Stipulation only permit aggregate
disbursements of $1,200,000 from the SAR Account for payment of
Fulbright fees for the period from May through December 2007, Mr.
Lee argues.  However, due to improper SAR Account withdrawals,
BoNY has paid Fulbright $1,942,633 out of estate funds on account
of its fees over the same period, he tells Judge Schmidt.  "As a
result, BoNY has unilaterally misappropriated $742,633 from the
SAR Account to pay Fulbright's fees through December 2007."

Against this backdrop, Scopac asks the Court to order BoNY to:

   (a) return the misappropriated funds to Scopac;

   (b) in the future, provide Scopac (i) five business days'
       advance notice, and substantiate invoices before
       withdrawing any funds from the SAR Account; and (ii) an
       accounting within five business days of any withdrawal
       from the SAR Account, listing the amounts actually
       withdrawn; and

   (c) pay Scopac's professional fees incurred in connection with
       investigating BoNY's misappropriations from the SAR
       Account.

                      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: Committee Can Continue Probe on Lender's Liens
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in The Pacific
Lumber Company and its affiliates' cases and Marathon Structured
Finance Fund L.P. agree to extend the deadline by which the
Committee can challenge the amount, validity, extent, and priority
of Pacific Lumber and Britt Lumber Co., Inc.'s obligations to
their prepetition secured lenders.

The Committee and Marathon extended the challenge deadline until
the earlier of:

   (i) May 30, 2008; or

  (ii) the effective date of a plan of reorganization or
       liquidation in the Chapter 11 cases of the Pacific Lumber
       Company and Britt Lumber Co., Inc.

Before filing for bankruptcy, Pacific Lumber and Britt Lumber
borrowed money under two credit agreements:

                                         Amount Outstanding
     Credit Agreement                 as of the Petition Date
     ----------------                 -----------------------
     July 18, 2006 Revolving Credit         $40,000,000
     Agreement, with LaSalle Bank
     National Association, LaSalle
     Business Credit, LLC, and
     Marathon Structured Finance
     Fund, L.P.

     July 18, 2006 Term Loan                $84,000,000
     Agreement with Marathon

The Debtors' obligations are guaranteed by Scotia Development LLC,
Salmon Creek LLC and Scotia Inn Inc.

The Prepetition Lenders have asserted that the Debtors'
obligations under the Credit Agreements are secured by a jointly
held senior lien on substantially all of the Debtors' assets
pursuant to a Guarantee and Collateral Agreement dated as of July
18, 2006.

In July 2007, the U.S. Bankruptcy Court for the Southern District
of Texas authorized the Debtors to borrow up to $75,000,000 of
secured postpetition financing from Marathon Structured Finance
Fund L.P., as lender and administrative agent, and certain other
lenders.  The Final DIP Financing Order provides that "the
Official Committee, any other statutory committee or any other
such party-in-interest shall be permitted to file a Challenge
until the date that is 75 days from the date of [the] Final Order
. . ." or at a longer period for good cause or with the DIP
Agent's written consent.

Pursuant to the Court's order, the Debtors also obtained
permission to use the cash collateral securing their prepetition
loan obligations.  The Debtors proposed to grant a replacement
lien for the prepetition lenders' benefit for any diminution of
the value of the cash collateral.

The Committee has determined that certain rights, claims and
matters of the Final DIP Financing Order related to the Debtors'
prepetition debt obligations may warrant further investigation and
possible assertion and prosecution.

The deadline will apply solely to a challenge by the Committee
with respect to the rights, claims and matters concerning the
Committee's ability to contest:

   (a) the payment or accrual of interest at the default rate
       under the Debtors' pre-bankruptcy loan documents;

   (b) the accuracy of the calculation of the amount of any
       interest, fees, costs or charges paid or accrued prior to
       the Petition Date under the Prepetition Loan Documents;
       and

   (c) the reasonableness of the amounts of any fees, costs or
       charges paid or accrued prior to the Petition Date under
       the Prepetition Loan Documents where the Prepetition Loan
       Documents require that those fees, costs or charges be
       reasonable.

The Committee's deadline has been extended several times.

                      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).


PATRICK CANNON: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patrick M. Cannon
        6700 Ferstel Road
        Newburgh, Indiana 47630

Bankruptcy Case No.: 08-70212

Chapter 11 Petition Date: February 26, 2008

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: John Goodridge, Esq.
                  915 Main Street, Suite 208
                  Evansville, Idiana 47708
                  Tel: 812-426-0482
                  Fax: 812-426-2211
                  jgoodridge@jaglo.com

Total Assets: $2,205,210

Total Debts: $2,362,986

Debtor's list of its 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Fifth Third Bank                 real estate;      $1,400,000
38 Fountain Square Plaza         value of
MD 1-Com-64                      security:
Cincinnati, OH 45263-0001        $899,000

St. Martin at Silver Shells      assessment and     $8,087
Condominium Association Inc.     quarterly fees                  
P.O. Box 11407`              
Birmingham, AL 35246-5410

Pinecrest at Inlet Beach         homeowners         $1,740
P.O. Box 4703                    association
Santa Rosa Beach, FL 32459-      quarterly
4703                             assessment

Dunlap, Toole, Shipman &         fees and cost      $1,000
Whitney P.A.

Fifth Third Bank                 credit card        $979
                                 purchases

Fifth Third Bank                 account overdraft  $678

Integra Bank                     business credit    $500
                                 card purchases

PCS EDVENTURES!.COM: Earns $163,268 in Fiscal 2008 Third Quarter
----------------------------------------------------------------
PCS Edventures!.com Inc. reported net income of $163,268 for the
third quarter ended Dec. 31, 2007, compared with a net loss of
$1,007,492 in the same period in fiscal 2007.

Revenues for the three-month period ended Dec. 31, 2007, increased
to $1,424,536 or by approximately $975,000, or 216%, as compared
to revenues of $450,445 for the three-month period ended
December 31, 2006.  

Operating expenses for the three-month period ended Dec. 31, 2007,
decreased by approximately $600,000, or 48%.  

Interest expenses for the three-month period ended Dec. 31, 2007,
decreased to $201 as compared to $15,603 for the three-month
period ended Dec. 31, 2006.  

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2,587,981 in total assets, $483,614 in total liabilities, and
$2,104,367 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?2885

                     Going Concern Disclaimer

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about PCS Edventures!.com Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended March 31, 2007 and 2006.  The
auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

                    About PCS Edventures!.com

Headquartered in Boise, Idaho, PCS Edventures!.com Inc.
(OTC BB: PCSV.OB) is engaged in the business of developing and
marketing educational learning labs bundled with related
technologies and programs.  The company's products and
technologies are targeted and marketed to public and private
school classrooms for pre-kindergarten through college, after
school market, and home school market.  


PHOTRONICS INC: Moody's Retains B1 Rating; Gives Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Photronics, Inc.'s B1 corporate
family rating, but revised its ratings outlook to negative from
stable.

The outlook revision reflects Moody's concern over Photronics'
liquidity given the pending maturity of the $150 million
convertible subordinated notes on April 15, 2008.  Although the
company should have the capacity to redeem these notes, the
commensurate reduction in cash and increase in revolving credit
facility borrowings will likely pressure covenant compliance and
diminish the company's financial flexibility at a time when access
to new capital is uncertain.  The outlook revision also reflects
weaker than expected operating performance relative to Moody's
expectations.

The company has experienced significant margin erosion due to
average selling price declines as well as an increased
manufacturing base.  Moody's notes that high capital spending
levels for the U.S. nanofab facility in Boise will likely result
in negative free cash flow for the current fiscal year.  

The rating is supported by the potential for improved operating
performance in the remainder of fiscal 2008, the relative
stability of business volumes, and the company's moderate leverage
with debt-to-EBITDA at 2.5 times for the twelve months ended
Jan. 27, 2008; however, Moody's recognizes that a material portion
of the company's earnings and cash flows are derived from
overseas.

These ratings were affirmed:

  -- Corporate Family Rating at B1;
  
  -- Probability of Default Rating at B1;

  -- $150 million 2.25% convertible subordinated notes due 2008 at
     B3 (LGD5, 83%). Point estimate revised from (LGD5, 86%).

To the extent Photronics' redeems the full amount of the
convertible subordinated notes, Moody's will withdraw the
company's ratings.

Brookfield, Connecticut-based Photronics, Inc. is a leading
manufacturer of photomasks, which are high precision photographic
quartz plates containing microscopic images of electronic circuits
used to transfer circuit patterns onto semiconductor wafers and
flat panel substrates during front-end fabrication. Sales for the
twelve months ended Jan. 27, 2008 were $419 million.


PIKE NURSERY: CEO Schnell Sees Expansion Beyond Plants
------------------------------------------------------
Pike Nursery Holdings LLC chairman and CEO Scot Schnell told Matt
Kempner of The Atlanta Journal-Constitution on Tuesday about his
opinion on the future of the bankrupt company.

According to Mr. Schnell, the company is not much affected by the
slump in the housing industry, Journal-Constitution says.  He said
that Pike's wholesale business remains strong as the company
strives to "consolidate market share" and exit from bankruptcy,
says the report.

Mr. Schnell told the reporter that it was hard to seek bankruptcy
protection for a company that's existed for half a century.  He
explained that he had to think of ways to protect the company's
750 workers, Journal-Constitution relates.

Mr. Schnell, based on the report, refused to comment on the issue
of Pike's former management selling some stores and leasing them
afterwards that may have pushed Pike into bankruptcy.

Pike suffered greatly during an April freeze, the first in 50
years, that caused revenue losses between $4 million and $5
million, Mr. Schnell told the reporter.

Pike is likely to expand beyond caring for plants, like operating
outdoor grills, selling outdoor living, offering installation,
planting services, and other services, Journal-Constitution quotes
Mr. Schnell as saying.

Mr. Schnell assures the public that in a year they are going to
survive amid the fierce competition from Home Depot and Lowe's
saying they are very good with what they do, Journal-Constitution
reports.  However, he said he can't determine if he is staying
with the company or not, based on the report.

When asked about the possible biggest challenges in the future for
Pike, Mr. Schnell won't comment, the report adds.

                        About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and debts
of $31,562,277.


PLAINS EXPLORATION: Inks Amendment to Credit Facility with Lenders
------------------------------------------------------------------
On Feb. 13, 2008, Plains Exploration & Production Company entered
into Amendment No. 1 to its Amended and Restated Credit Agreement
with JPMorgan Chase Bank N.A., as administrative agent, in
relation to its senior revolving credit facility that closed on
Nov. 6, 2007.  Upon completion of the previously disclosed sales
to XTO Energy Inc. and OXY USA Inc., the aggregate commitments of
the lenders under the credit facility will be decreased by
$1.0 billion to $1.9 billion and the borrowing base will be
reduced by $400 million to $2.5 billion, subject to the existing
interim redetermination provisions in the Credit Facility.  

In addition, the amendment allows the company to redeem or
repurchase up to $1.0 billion of its common stock upon the closing
of the XTO and OXY sales subject to certain conditions being met.

           Sale of Oil and Gas Interests to XTO Energy  

Plains Exploration also disclosed that on Feb. 15, 2008, the
company sold its interests in oil and gas properties located in
the San Juan Basin in New Mexico and in the Barnett Shale in Texas
to XTO for approximately $200 million in cash pursuant to a
Purchase and Sale Agreement dated as of Dec. 14, 2007, and
effective as of Jan. 1, 2008, between subsidiaries of the company
and XTO.  As previously disclosed, pursuant to the Purchase and
Sale Agreement, the company will purchase from XTO for $20 million
its 50% working interest in the Big Mac prospect area located on
the Texas Gulf Coast.  As a result, the company will have a 100%
working interest in the Big Mac prospect area.  

As reported in the Troubled Company Reporter on Dec. 19, 2008, the
transaction is expected to close before the end of the first
quarter 2008 subject to customary closing conditions and
adjustments.

                     About Plains Exploration

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil  
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploring and producing oil and gas in its
core areas of operation: California, Rockies, Gulf Coast, Texas
Panhandle, South Texas and the Permian Basin of the United States.

                          *     *     *

Plains Exploration & Production Co. still carries Moody's
Investors Service's Ba3 corporate family rating assigned on
June 12, 2007.  Outlook is stable.


PRINCETON SKI: Judge Stern Approved Sale of All Assets
------------------------------------------------------
The Honorable Morris Stern of the United States Bankruptcy for
the District of New Jersey issued an order on Feb. 22, 2008,
approving the sale of substantially all of the assets of Princeton
Ski Shop Inc. and its debtor-affiliates.

Judge Stern authorized Gordon Brothers Group LLC to conduct a
"Going Out of Business Sale."  Gordon Brothers is expected to
liquidate all the merchandise located in the Debtors' retail store
locations and distribution center.

"All merchandise will be marked down to sell fast.  Everything
must go," said Frank Morton, principal and managing director
of the firm.  "The ski and snowboard season isn't over yet.  
Consumers will find incredible deals on skis, snowboards, skates,
gloves, jackets and much, much more."

The Debtors' total liquidation sale, which started February 23,
will last until all inventory is sold.  The sale of their
inventory will be held at:

  -- Manhattan at 21 East 22nd Street
      Tel: (212) 228-4400);

  -- Elmsford, New York at 380 North Saw Mill River Road
      Tel: (914) 592-4141;

  -- Roslyn, New York at 250 South Service Road
      Tel: (516) 626-6000; and

  -- Clifton, New Jersey at 700 Route 3 West
      Tel: (973) 779-7100.

"After 91 years of serving the ski, snowboard and outdoor
community, the Debtors are closing its doors for good," said
Gordon Brothers.

As reported in the Troubled Company Reporter on Jan. 9, 2008, the
Debtors sought the Court for permission to close all of their
suburban locations and carry out liquidation sale of the stores.

                      About Princeton Ski

Based in Clifton, New Jersey, Princeton Ski Shop, Inc., dba
Princeton Ski Shops, sells skiing goods and equipment.  The
company and three of its affiliates filed for chapter 11
protection on Nov. 4, 2007 (Bankr. D. N.J. Case Nos. 07-26206
through 07-26209).  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtors.  The Debtors
selected Kurtzman Karson Consultants LLC as claims and balloting
agent.  An Official Committee of Unsecured Creditors has been
appointed in these cases.  Lowenstein Sandler PC represents the
Committee.  When the Debtors filed for bankruptcy protection,
they disclosed estimated assets and debts from $100,000 to
$100 million.


PROTECTED VEHICLES: Court Defers "Chapter 18" Hearing to March 19
-----------------------------------------------------------------
A week ago, the Hon. David R. Duncan of the U.S. Bankruptcy Court
for the District of South Carolina threw probing questions at the
Debtor's counsel, G. William McCarthy, Jr., Esq., at McCarthy Law
Firm LLC, John McDermott of The Post and Courier in North
Charleston reports.

Judge Duncan said he would continue the hearing on March 19, 2008,
asserting that he can't make a decision yet and adding that a
series of trials may be needed in the case, Post and Courier says.

Post and Courier coined the Debtor's bankruptcy as "chapter 18"
since its creditors had filed for chapter 7 before Protected
Vehicles filed for chapter 11.

Mr. McCarthy said the Debtor wants to continue its operations,
according to the report.  He explained that the Debtor's case
mustn't be converted to a chapter 7 liquidation because that would
"scare off" those who want to extend funds or buy Protected
Vehicles, the report notes.  Mr. McCarthy stated that the Debtor
requires about 120 days to secure "new equity, new debt, a
combination of debt and equity, or sale offers," Post and Courier
reveals.  Mr. McCarthy said that creditors should keep from saying
"that nothing will work," the report says.

Creditors of Protected Vehicles were not united regarding the
liquidation of the Debtor's assets and the recovery of their
claims, Post and Courier relates.

Based on the report, some creditors want the Debtor to secure
additional financing, others want assets sold to allow employees
to work under a new owner, while some are on the "wait-and-see"
state.

Michael Beal, Esq., counsel of two creditors favoring the sale of
the Debtor's assets, is skeptical of Protected Vehicles' survival
from its debt load and declining demand, Post and Courier relates.  
CMMC LLC, lessor and owed about $1.6 million, expressed that
should the Debtor's restructuring efforts fail, then it will have
to undergo chapter 7, according to Post and Courier.  George
Cauthen, Esq., representing creditor Olympic Steel who is owed
$368,000, demanded recovery and return of inventory, Post and
Courier reveals.  Post and Courier adds that the Debtor's workers
asked for payment of back wages.

                     About Protected Vehicles

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,    
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  In February 2008, the Debtor listed assets of $24 million
and debts of $54.1 million.


PSEG ENERGY: S&P Confirms 'BB-' Corp. Rating With Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Newark, New Jersey-based PSEG Energy Holdings
LLC.  The outlook is stable.
     
S&P views PSEG Energy's ability to successfully complete asset
sales and use funds to retire future debt maturities as favorable.   
The retirement of $609 million of debt in 2006 and additional
retirements of $607 million by first-quarter 2008 resulted in an
improved credit profile.  These strengths are offset by credit
concerns associated with the sizable contingent liabilities
presented by an IRS challenge into the propriety of accelerated
tax deductions related to leasing transactions.

The rating on PSEG Energy is based on the company's stand-alone
credit quality, separate from other members of the Public Service
Enterprise Group Inc. companies (BBB/Stable/A-2).  Due to the
elimination of provisions that exposed parent Enterprise to PSEG
Energy's creditworthiness, PSEG's ratings have been separated from
that of PSEG Energy.  Notable separation features included the
elimination of cross-default provisions and separation of credit
facilities.  Importantly, S&P's analysis is premised on the
expressed commitment that PSEG Energy will curtail new investments
and that only capital expenditures would be earmarked for
maintaining the assets.
      
"PSEG Energy's improving credit profile could warrant a higher
corporate rating, but still reflects credit concerns associated
with the sizable contingent liabilities from the ongoing IRS
investigations into the propriety of accelerated tax deductions
related to leasing transactions," noted Standard & Poor's credit
analyst Aneesh Prabhu.  "We do not expect any further credit
momentum until the IRS challenge is resolved," he continued.


PSIVIDA LIMITED: Posts $5.8 Million Net Loss in Qtr. Ended Dec. 31
------------------------------------------------------------------
pSivida Limited reported a $5.8 million net loss for the second
quarter ended Dec. 31, 2007, compared to a $10.6 million net loss
for the same period ended Dec. 31, 2006.

Revenue decreased by $380,000, or 75%, to $128,000 for the three
months ended Dec. 31, 2007, from $508,000 for the three months
ended Dec. 31, 2006.  The decrease was primarily attributable to a
$189,000 reduction of revenue related to evaluation agreements for
certain of the company's drug delivery technologies and a $191,000
decrease in royalty income earned from Bausch & Lomb on its sales
of Retisert.

Loss from operations was $8.0 million, a $464,000 decrease, when
compared to loss from operations of $8.5 million in the
corresponding three months ended Dec. 31, 2006.  The decrease is
primarily due to the decrease in research and development and
selling, general and administrative expenses.

The company recorded income of $1.8 million during the three
months ended Dec. 31, 2007, as a result of the change in fair
value of derivatives related to warrants issued in financing
transactions denominated in AU$, compared to income of
approximately $4.1 million for the three months ended Dec. 31,
2006, related to embedded conversion features of its convertible
notes.

Interest income increased by approximately $148,000, or 379%, to
$187,000 for the three months ended Dec. 31, 2007, from $39,000
for the three months ended Dec. 31, 2006.  

Interest and finance costs decreased by approximately
$2.9 million, or 95%, to $151,000 for the three months ended
Dec. 31, 2007, from approximately $3.1 million for the three
months ended Dec. 31, 2006.  

Loss on extinguishment of debt totaled approximately $3.3 million
for the three months ended Dec. 31, 2006.  In December 2006, the
company entered into a second amendment agreement in connection
with the Sandell convertible note.  The terms of the second
amendment agreement met the criteria that required the previously
amended note to be accounted for as an extinguishment of debt and
the second amended note to be accounted for as the issuance of a
new convertible debt instrument.  The terms of the amendment
included issuance to Sandell of additional warrants to purchase
(valued at $1.7 million using the Binomial Tree Model).  The
calculation of the loss on extinguishment included the value of
this non-cash consideration issued to Sandell.

Other income for the three months ended Dec. 31, 2007, totaled
$361,000 and consisted of approximately $405,000 of income
attributable to a revenue sharing arrangement with the provider of
the company's ADS program, partially offset by net foreign
currency exchange losses.

Deferred income tax benefit decreased to $16,000 for the three
months ended Dec. 31, 2007, from $586,000 for the three months
ended Dec. 31, 2006.  The primary reason for the smaller benefit
in the current period is that since June 30, 2007, valuation
allowances have been required to offset essentially all net
operating loss carryforwards created during the current period,
which was not the case for the earlier period.  The limitation on
the ability to record deferred tax assets since June 30, 2007, was
primarily attributable to the significant impairment write-down
(and resulting decrease in the deferred tax liabilities) recorded
in June, 2007 related to the Retisert intangible asset.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$107.7 million in total assets, $13.0 million in total
liabilities, and $94.7 million 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?2882

                     Going Concern Disclaimer

Deloitte Touche Tohmatsu, in Perth Australia, expressed
substantial doubt about pSsivida Limited's ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended June 30, 2007, and 2006.  
The auditing firm ponted to the company's recurring losses from
operations and negative cash flows from operations.

                        About pSivida Ltd.

Headquartered in Perth, Australia, pSivida Limited (NASDAQ: PSDV)
-- http://www.psivida.com/--  is a global drug delivery company  
committed to the biomedical sector and the development of drug
delivery products.  Retisert(R) is FDA approved for the treatment
of uveitis.  Vitrasert(R) is FDA approved for the treatment of
AIDS-related CMV Retinitis.  Bausch & Lomb owns the trademarks
Vitrasert(R) and Retisert(R).  pSivida has licensed the
technologies underlying both of these products to Bausch & Lomb.  
The technology underlying Medidur(TM) for diabetic macular edema
is licensed to Alimera Sciences and is in Phase III clinical
trials.  pSivida has a worldwide collaborative research and
license agreement with Pfizer Inc. for other ophthalmic
applications of the Medidur(TM) technology.

pSivida conducts its operations from facilities near Boston in the
United States, Malvern in the United Kingdom and Perth in
Australia.


QUEBECOR WORLD: To Convert 3,975,663 Preferred Shares on March 1
----------------------------------------------------------------
Quebecor World Inc. determined the final conversion rate
applicable to the 3,975,663 Series 5 Cumulative Redeemable First
Preferred Shares (TSX: IQW.PR.C) that will be converted into
Subordinate Voting Shares effective as of March 1, 2008.

Taking into account all accrued and unpaid dividends on the Series
5 Preferred Shares up to and including March 1, 2008, Quebecor
World has determined that, in accordance with the provisions
governing the Series 5 Preferred Shares, each Series 5 Preferred
Share will be converted on March 1, 2008 into 12.93125 Subordinate
Voting Shares.

Registered holders of Series 5 Preferred Shares who submitted
notices of conversion on or prior to Dec. 27, 2007, will receive
in the coming days from Quebecor World's transfer agent and
registrar, Computershare Investor Services Inc., certificates
representing their Subordinate Voting Shares resulting from the
conversion.

Approximately 51,400,000 new Subordinate Voting Shares will thus
be issued by Quebecor World to holders of Series 5 Preferred
Shares on March 1, 2008.  Quebecor World will apply to list the
51,400,000 Subordinate Voting Shares on The Toronto Stock Exchange
(TSX), although there can be no assurance that the TSX will accept
the listing of [the] shares.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of      
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Names Caille as Restructuring Committee Chairman
----------------------------------------------------------------
Quebecor World Inc. provides an update on its restructuring under
the Canadian Companies' Creditors Arrangement Act(CCAA) and under
Chapter 11 of the U.S. Bankruptcy Code:

The Board of Directors of Quebecor World Inc. has created a
restructuring committee of the board as referenced in the most
recent Monitor's report.  The Committee is chaired by Andre
Caille.

The Committee will facilitate and supervise the work of management
of the Corporation and its advisors in developing [the] plan or
plans as may be necessary or desirable to effect:

    (i) a restructuring of the Corporation's financial affairs
        including, without limitation, the liabilities and
        obligations to [the] creditors of the Corporation and
        its subsidiaries as the Committee may deem necessary or
        appropriate, and

   (ii) a recapitalization of the Corporation and its
        subsidiaries and to report thereon, from time-to-time,
        with its recommendations to the Board of Directors of
        the Corporation.

In addition, Quebecor World appointed Jacques Mallette, President
and Chief Executive Officer of Quebecor World, to the Board of
Directors and will serve on the Committee.  Other members include
Jean LaCouture, Michele Desjardins, and Jean Neveu.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of      
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QWEST COMMUNICATIONS: Board Awards Bonuses to Five Executives
-------------------------------------------------------------
The Compensation and Human Resources Committee of the Board of
Directors of Qwest Communications International Inc. approved on
on Feb. 20, 2008, the specific performance targets to be used
under the 2008 Qwest Management Bonus Plan.  The Committee
approved the basic structure of the plan in December 2007.

The company's Chairman and Chief Executive Officer, Edward A.
Mueller; Executive Vice President and Chief Financial Officer,
John W. Richardson; and other current named executive officers,
Richard N. Baer and Paula Kruger, are eligible to participate in
the plan.

Under the plan, bonus payments are calculated using bonus target
percentages, expressed as a percentage of base salary, and are
adjusted based on a combination of corporate, business unit and
individual performance.

Bonus target percentages are: 200% for Mr. Mueller; 150% for
Messrs. Richardson and Baer; and 100% for Ms. Kruger.  These
amounts may be adjusted by 0% to 150% for corporate and business
unit performance and by 0% to 150% for individual performance.  
Corporate and business unit performance will be determined by a
weighted average of a combination of measures, which may include
revenue, EBITDA, operating margin, cash flow, capital expenditures
and imperatives depending on the department in which the executive
works.  Individual performance will be based on an evaluation by
Mr. Mueller of overall employee performance.  At present, the
company expects that payments to executives under the plan will be
made in the first quarter of 2009.

For 2008, these awards will be granted:

                     Stock         Restricted     Performance
                    Options           Stock          Shares
                  -----------      ----------     -----------
  E. Mueller        1,556,000      $2,100,000      $2,100,000
  J. Richardson       389,000        $525,000        $525,000
  R. Baer             470,000        $635,000        $635,000
  P. Kruger           367,000        $496,000        $496,000
  T. Richards         356,000        $480,000        $480,000

The stock options and restricted stock for Mr. Richardson will
vest ratably over 2 years, and the stock options and restricted
stock for all other executives will vest ratably over 3 years.  
The performance shares will vest at the end of a performance
period if the executive remains employed by us over the
performance period.  The performance period will be 2 years for
Mr. Richardson and 3 years for all other executives.

Payout under the performance share awards can range from 0% to
200% depending on the company's relative total shareholder return
over the performance period as compared to a group of peers in the
telecommunications industry.  TSR is measured generally as the
increase or decrease in the market value of common stock including
the reinvestment of dividends.  Executives can elect to receive
payout under the awards in the form of shares of the company's
common stock or cash.

                    About Qwest Communications

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- offers a combination of
managed voice and data solutions for businesses, government
agencies and consumers - nationwide and globally.  The company
operates most of its business within its local service area, which
consists of the 14-state region of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon,
South Dakota, Utah, Washington and Wyoming.  The company operates
through three segments: wireline services, wireless services and
other services.  Qwest's business customers include local,
national and global businesses, governmental entities, and
educational institutions.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Fitch Ratings affirmed Qwest Communications International, Inc.'s
Issuer Default Rating at 'BB'.  Additionally Fitch affirmed the
IDRs of Qwest's wholly owned subsidiaries including Qwest
Corporation as well as the specific issue ratings.  The Rating
Outlook for Qwest and its subsidiaries remains Stable.


QWEST COMMUNICATIONS: Plans to Get Wireless Service from Verizon
----------------------------------------------------------------
Qwest Communications International Inc. is presently negotiating
the possibility of providing its clients with Verizon
Communications Inc.'s wireless service, Dionne Searcey and Amol
Sharma write for The Wall Street Journal.

The report says that Qwest hopes to pursue the revision of its
service bundle offering through the deal with Verizon.

Qwest's agreement to resell Sprint Nextel Corporation's wireless
service proved unprofitable, WSJ relates.  Based on the report,
the agreement barred Qwest from providing the latest handsets to
customers being "stuck with Sprint exclusivity terms."  The Sprint
agreement will expire in 2009, Qwest chairman and CEO, Edward A.
Mueller, informed WSJ.

Mr. Mueller told WSJ that he hopes the Verizon agreement will
close this year and will continue in the long-term.

At Tuesday's conference with Merrill Lynch, Verizon chairman and
CEO, Ivan Seidenberg, revealed that it commenced talks with Qwest
regarding the wireless service, WSJ reports.  Merrill Lynch owns
Verizon Wireless, a Verizon and Vodafone Group PLC joint venture.

According to WSJ's report, Qwest requires wireless service to
continue providing service bundle consisting of telephone,
Internet connection and television under a deal with DirecTV Group
Inc.  Both Sprint and Verizon are using the same wireless
technology.

                       About Sprint Nextel

Sprint Nextel Corporation (NYSE: S) -- is a communication company
offering a range of wireless and wireline communications products
and services for individuals, business and government customers.  
It conducts its operations through two segments: Wireless and Long
Distance.  Sprint Nextel owns wireless networks and a global long
distance, Tier 1 Internet backbone.  The company offers digital
wireless service in all 50 states, Puerto Rico and the United
States Virgin Islands, in part through commercial affiliation
arrangements between it and third-party affiliates, each referred
to as a personal communications services affiliate.

                   About Verizon Communications

Verizon Communications Inc. (NYSE: VZ) -- http://www.verizon.com/
-- provides communications services. Verizon has two segments:
Wireline and Domestic Wireless. The Company's Wireline business
provides telephone services, including voice, network access and
nationwide long-distance services, broadband video and data
services, and other communications products and services globally
in 150 countries. Its wireline business also owns and operates one
of the global Internet Protocol (IP) networks. The Company's
domestic wireless business, operating as Verizon Wireless,
provides wireless voice and data products and services across the
United States using domestic wireless networks.

                    About Qwest Communications

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- offers a combination of
managed voice and data solutions for businesses, government
agencies and consumers - nationwide and globally.  The company
operates most of its business within its local service area, which
consists of the 14-state region of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon,
South Dakota, Utah, Washington and Wyoming.  The company operates
through three segments: wireline services, wireless services and
other services.  Qwest's business customers include local,
national and global businesses, governmental entities, and
educational institutions.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Fitch Ratings affirmed Qwest Communications International, Inc.'s
Issuer Default Rating at 'BB'.  Additionally Fitch affirmed the
IDRs of Qwest's wholly owned subsidiaries including Qwest
Corporation as well as the specific issue ratings.  The Rating
Outlook for Qwest and its subsidiaries remains Stable.


RADIO ONE: S&P Assigns 'B' Corp. Rating on Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Lanham, Maryland-based radio
broadcaster Radio One Inc. on CreditWatch with negative
implications.
      
"The CreditWatch reflects the company's narrow margin of covenant
compliance as of Dec. 31, 2007," said Standard % poor's credit
analyst Michael Altberg, "and uncertainty surrounding compliance
following impending step-downs."  

In resolving the CreditWatch listing, S&P will review management's
plans for reducing leverage or seeking more permanent covenant
relief in advance of pending step-downs.


RADIOSHACK CORP: Earns $101 Million in Quarter ended December 31
----------------------------------------------------------------
RadioShack Corporation reported an increase in net income to
$101 million for the quarter ended Dec. 31, 2007.  Net income for
the quarter ended Dec. 31, 2006, was $84.5 million.

Fourth quarter 2007 net income was impacted by improved gross
margin, a reduction in SG&A, and reduced interest expense when
compared to the prior year.

"I am delighted to disclose that our team here at RadioShack once
again produced strong improvement in our operating profit for the
fourth quarter, and for the year as a whole," Julian Day, chairman
and chief executive officer, said.  "It is a testament to the hard
work and devotion of everyone concerned, that this result was
achieved against a background of difficult and uncertain economic
conditions."

Net income for the full year ended Dec. 31, 2007, was
$236.8 million versus net income of $73.4 million for the
comparable prior year period.

         Cash Position at Year End and Full-Year Cash Flow

RadioShack's cash balance increased $38 million at the end of the
fourth quarter of 2007 to $510 million.  The increase in cash was
driven by improved working capital management and cash generated
from net income partially offset by the $150 million repayment of
bonds in September 2007, and the $209 million of share repurchases
during 2007.

RadioShack generated $300.9 million in free cash flow through the
twelve months of 2007 versus free cash flow of $189.9 million for
the same period in 2006.  Compared to 2006, the increased cash
generated in 2007 was driven by increased net income, and improved
inventory position, combined with more prudent capital
expenditures.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.99 billion, total liabilities of $1.22 billion and total
stockholders' equity of $0.77 billion.

                 About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack Corporation (NYSE:
RSH) -- http://radioshack.com/ --  retails consumer electronics  
specialty products through almost 6,000 company-operated stores
and dealer outlets in the United States, over 150 RadioShack
locations in Mexico and nearly 800 wireless phone kiosks.

                          *     *     *

Moody's Investor Service placed RadioShack Corporation's long term
corporate family and probability of default ratings at 'Ba1' in
March 2007.  The ratings still hold to date with a stable outlook.


RADNET MANAGEMENT: S&P Holds 'CCC+' Rating on $35 Million 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.  (The issue-level
rating is two notches lower than the 'B' corporate credit rating
on RadNet.)  The company has increased its outstanding
$135 million second-lien term loan to $170 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 First Lien                 B
         Recovery Rating                  2

       Secured Second lien                CCC+
         Recovery Rating                  6


RFMSI TRUST: Rapid Prepayments Prompt S&P's 14 Rating Upgrades
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 14
classes of mortgage pass-through certificates from five RFMSI
Trust series.  At the same time, S&P affirmed the ratings on
various RFMSI Trust deals.
     
The raised ratings reflect rapid prepayments and good performance
of the mortgage loan pools.  All of the series with raised ratings
have paid down to less than 34% of their original pool size.   
Projected credit support percentages range from 1.86x to 2.30x the
credit support percentages associated with the higher rating
categories and should be sufficient to support these classes at
the raised rating levels.  As of the January 2008 remittance
period, cumulative realized losses represent less than 0.03%
(series 2003-S12) of the original pool balances, while total
delinquencies ranged from 0.00% (series 2002-S19 and 2003-S8) to
2.02% (series 2002-S12) of the current pool balances.  There are
only two deals with seriously delinquent (90 days or more)
mortgage loans, with the highest level at 1.21% (series 2003-S9).   
In addition, the underlying pools of mortgage loans have performed
very well.
     
The affirmations are based on credit support levels that are
adequate to maintain the current ratings.  Subordination provides
credit support for all of the affected transactions.

                          Ratings Raised

                            RFMSI Trust   
                 Mortgage pass-through certificates

                                           Rating
                                           ------
               Series         Class      To     From
               ------         -----      --     ----
               2002-S19       M-3        AA     AA-    
               2002-S19       B-1        A      BBB+   
               2002-S19       B-2        BBB-   BB+    
               2003-S8        M-2        AA     AA-    
               2003-S8        M-3        A-     BBB+   
               2003-S8        B-1        BBB-   BB+    
               2003-S8        B-2        BB     BB-    
               2003-S9        M-3        AA+    AA    
               2003-S9        B-1        AA-    A+    
               2003-S9        B-2        BBB+   BBB  
               2003-S11       M-2        AA-    A+
               2003-S12       M-3        AA     AA-   
               2003-S12       B-1        A      A-    
               2003-S12       B-2        BB+    BB

                          Ratings Affirmed

                             RFMSI Trust
                Mortgage pass-through certificates

  Series      Classes                                    Rating
  ------      -------                                    ------
  2002-S11    A-1, A-P, A-V, M-1, M-2, M-3               AAA
  2002-S12    A-1, A-6, A-7, A-8, A-9, A-P, A-V          AAA
  2002-S12    M-1, M-2, M-3                              AAA
  2002-S13    A-7, A-P, A-V, M-1, M-2                    AAA
  2002-S13    M-3                                        AA+
  2002-S14    A-1, A-P, A-V, M-1, M-2, M-3               AAA
  2002-S15    A-11, A-12, A-P, A-V, M-1, M-2, M-3        AAA
  2002-S16    A-1, A-2, A-3, A-9, A-10, A-P, A-V         AAA
  2002-S16    M-1, M-2, M-3                              AAA
  2002-S18    A-1, A-P, A-V, M-1                         AAA
  2002-S18    M-2                                        AA+
  2002-S18    M-3                                        AA
  2002-S19    A-10, A-11, A-12, A-13, A-14, A-15         AAA
  2002-S19    A-P, A-V, M-1                              AAA
  2002-S19    M-2                                        AA+
  2002-S20    A-1, A-2, A-3, A-4, A-5, A-9, A-P, A-V     AAA
  2002-S20    M-1                                        AAA
  2002-S20    M-2                                        AA+
  2002-S20    M-3                                        AA-
  2002-S20    B-1                                        A-
  2002-S20    B-2                                        BBB-
  2003-S1     A-1, A-2, A-P, A-V, M-1                    AAA
  2003-S1     M-2                                        AA+
  2003-S1     M-3                                        A+
  2003-S1     B-1                                        BBB
  2003-S1     B-2                                        BB+
  2003-S2     A-4, A-5, A-6, A-7, A-8, A-9, A-10         AAA
  2003-S2     A-11, A-12, A-P, A-V                       AAA
  2003-S2     M-1                                        AA+
  2003-S2     M-2                                        AA
  2003-S2     M-3                                        A
  2003-S2     B-1                                        BBB
  2003-S2     B-2                                        BB-
  2003-S3     A-2, A-3, A-4, A-5, A-6, A-P, A-V          AAA
  2003-S3     M-1                                        AA+
  2003-S3     M-2                                        A+
  2003-S3     M-3                                        BBB
  2003-S3     B-1                                        BB
  2003-S3     B-2                                        CCC
  2003-S4     A-1, A-2, A-3, A-3A, A-4, A-5, A-6, A-7    AAA
  2003-S4     A-8, A-9, A-10, A-11, A-12, A-13, A-P      AAA
  2003-S4     A-V, M-1                                   AAA
  2003-S4     M-2                                        AA+
  2003-S4     M-3                                        AA
  2003-S4     B-1                                        A+
  2003-S4     B-2                                        BBB-
  2003-S5     I-A-1, I-A-2, I-A-3, I-A-P, I-A-V          AAA
  2003-S5     II-A-1, II-A-P, II-A-V                     AAA
  2003-S5     M-1                                        AA+
  2003-S5     M-2                                        AA
  2003-S5     M-3                                        A
  2003-S5     B-1                                        BBB
  2003-S5     B-2                                        BB
  2003-S6     A-1, A-2, A-3, A-4, A-8, A-9, A-10         AAA
  2003-S6     A-P, A-V                                   AAA
  2003-S6     M-1                                        AA+
  2003-S6     M-2                                        A+
  2003-S6     M-3                                        BBB+
  2003-S6     B-1                                        BB+
  2003-S6     B-2                                        B
  2003-S7     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-7A    AAA
  2003-S7     A-9, A-10, A-11, A-12, A-13, A-14, A-15    AAA
  2003-S7     A-16, A-17, A-18, A-20, A-21, A-22, A-23   AAA
  2003-S7     A-24, A-25, A-26, A-27, A-28, A-P, A-V     AAA
  2003-S7     M-1                                        AA
  2003-S7     M-2                                        A
  2003-S7     M-3                                        BBB
  2003-S7     B-1                                        BB
  2003-S7     B-2                                        B
  2003-S8     A-1, A-P, A-V                              AAA
  2003-S8     M-1                                        AA+
  2003-S9     A-1, A-P, A-V, M-1, M-2                    AAA
  2003-S10    A-1, A-2, A-3, A-4, A-5, A-6,              AAA
  2003-S10    A-P, A-V                                   AAA
  2003-S10    M-1                                        AA
  2003-S10    M-2                                        A
  2003-S10    M-3                                        BBB
  2003-S10    B-1                                        BB
  2003-S10    B-2                                        B
  2003-S11    A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2003-S11    A-P, A-V                                   AAA
  2003-S11    M-1                                        AA+
  2003-S11    M-3                                        BBB+
  2003-S11    B-1                                        BB+
  2003-S11    B-2                                        B
  2003-S12    1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2   AAA
  2003-S12    4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5, 4-A-6   AAA  
  2003-S12    4-A-7, 4-A-10, A-P, A-X-1, A-X-2, M-1      AAA
  2003-S12    M-2                                        AAA
  2003-S13    A-1, A-2, A-3, A-4, A-5, A-P, A-V          AAA
  2003-S13    M-1                                        AA
  2003-S13    M-2                                        A
  2003-S13    M-3                                        BBB
  2003-S13    B-1                                        BB
  2003-S13    B-2                                        B
  2003-S14    A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2003-S14    M-1                                        AA+
  2003-S14    M-2                                        AA
  2003-S14    M-3                                        A-
  2003-S14    B-1                                        BBB-
  2003-S14    B-2                                        BB-
  2003-S15    A-1, A-P, A-V                              AAA
  2003-S15    M-1                                        AA+
  2003-S15    M-2                                        AA
  2003-S15    M-3                                        BBB+
  2003-S15    B-1                                        BB+
  2003-S15    B-2                                        BB-
  2003-S16    A-1, A-2, A-3, A-P, A-V                    AAA
  2003-S16    M-1                                        AA
  2003-S16    M-2                                        A
  2003-S16    M-3                                        BBB
  2003-S16    B-1                                        BB
  2003-S16    B-2                                        B
  2003-S17    A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V     AAA
  2003-S17    M-1                                        AA
  2003-S17    M-2                                        A
  2003-S17    M-3                                        BBB
  2003-S17    B-1                                        BB
  2003-S17    B-2                                        B
  2003-S18    A-1, A-2, A-3, A-P, A-V                    AAA
  2003-S18    M-1                                        AA
  2003-S18    M-2                                        A
  2003-S18    M-3                                        BBB
  2003-S18    B-1                                        BB
  2003-S18    B-2                                        B
  2003-S19    A-1, A-2, A-3, A-4, A-5, A-7, A-8          AAA
  2003-S19    A-9, A-10, A-11, A-12, A-P, A-V            AAA
  2003-S19    M-1                                        AA
  2003-S19    M-2                                        A
  2003-S19    M-3                                        BBB
  2003-S19    B-1                                        BB
  2003-S19    B-2                                        B
  2003-S20    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2003-S20    I-A-7, I-A-8, I-A-9, I-A-P, I-A-V          AAA
  2003-S20    II-A-1, II-A-P, II-A-V                     AAA
  2003-S20    I-M-1, II-M-1                              AA
  2003-S20    I-M-2, II-M-2                              A
  2003-S20    I-M-3, II-M-3                              BBB
  2003-S20    I-B-1, II-B-1                              BB
  2003-S20    I-B-2, II-B-2                              B
  2004-PS1    A-2                                        AAA
  2004-PS1    M-1                                        AA
  2004-PS1    M-2                                        A
  2004-PS1    M-3                                        BBB
  2004-PS1    B-1                                        BB
  2004-PS1    B-2                                        B
  2004-SA1    A-I, A-II, A-III                           AAA
  2004-SA1    M-1                                        AA+
  2004-SA1    M-2                                        A+
  2004-SA1    M-3                                        BBB
  2004-SA1    B-1                                        BB
  2004-SA1    B-2                                        B
  2004-SR1    A-1, A-2, A-3, A-4, A-5                    AAA
  2004-S1     A-1, A-2, A-3, A-4, A-7, A-8, A-9          AAA
  2004-S1     A-10, A-P, A-V                             AAA
  2004-S1     M-1                                        AA
  2004-S1     M-2                                        A
  2004-S1     M-3                                        BBB
  2004-S1     B-1                                        BB
  2004-S1     B-2                                        B
  2004-S2     A-1, A-3, A-4, A-5, A-6, A-7, A-8, A-9     AAA
  2004-S2     A-P, A-V                                   AAA
  2004-S2     M-1                                        AA
  2004-S2     M-2                                        A
  2004-S2     M-3                                        BBB
  2004-S2     B-1                                        BB
  2004-S2     B-2                                        B
  2004-S3     A-1, A-P, A-V                              AAA
  2004-S3     M-1                                        AA
  2004-S3     M-2                                        A
  2004-S3     M-3                                        BBB
  2004-S3     B-1                                        BB
  2004-S3     B-2                                        B
  2004-S4     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S4     I-A-7, I-A-8, I-A-P, I-A-V, II-A-1         AAA
  2004-S4     II-A-2, II-A-3, II-A-4, II-A-5, II-A-6     AAA
  2004-S4     II-A-7, II-A-8, II-A-P, II-A-V             AAA
  2004-S4     I-M-1, II-M-1                              AA
  2004-S4     I-M-2, II-M-2                              A      
  2004-S4     I-M-3, II-M-3                              BBB
  2004-S4     I-B-1, II-B-1                              BB
  2004-S4     I-B-2, II-B-2                              B
  2004-S5     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S5     I-A-7, I-A-8, I-A-9, I-A-10, I-A-11        AAA
  2004-S5     I-A-12, I-A-13, I-A-P, I-A-V, II-A-1       AAA
  2004-S5     II-A-P, II-A-V                             AAA
  2004-S5     I-M-1, II-M-1                              AA
  2004-S5     I-M-2, II-M-2                              A
  2004-S5     I-M-3, II-M-3                              BBB
  2004-S5     I-B-1, II-B-1                              BB
  2004-S5     I-B-2, II-B-2                              B
  2004-S6     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S6     I-A-P, I-A-V, II-A-1, II-A-2, II-A-3,      AAA
  2004-S6     II-A-4, II-A-5, II-A-6, II-A-P, II-A-V     AAA
  2004-S6     III-A-1, III-A-2, III-A-3, III-A-4         AAA
  2004-S6     III-A-5, III-A-6, III-A-7, III-A-P         AAA
  2004-S6     III-A-V                                    AAA
  2004-S6     M-1, III-M-1                               AA
  2004-S6     M-2, III-M-2                               A
  2004-S6     M-3, III-M-3                               BBB
  2004-S6     B-1, III-B-1                               BB
  2004-S6     B-2, III-B-2                               B
  2004-S7     A-1, A-P, A-V                              AAA
  2004-S7     M-1                                        AA
  2004-S7     M-2                                        A
  2004-S7     M-3                                        BBB
  2004-S7     B-1                                        BB
  2004-S7     B-2                                        B
  2004-S8     A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8     AAA
  2004-S8     A-9, A-10, A-11, A-P, A-V                  AAA
  2004-S8     M-1                                        AA
  2004-S8     M-2                                        A
  2004-S8     M-3                                        BBB
  2004-S8     B-1                                        BB
  2004-S8     B-2                                        B
  2004-S9     I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6   AAA
  2004-S9     I-A-7, I-A-8, I-A-9, I-A-10, I-A-11        AAA
  2004-S9     I-A-12, I-A-13, I-A-14, I-A-15, I-A-16     AAA
  2004-S9     I-A-17, I-A-18, I-A-19, I-A-20, I-A-21     AAA
  2004-S9     I-A-22, I-A-23, I-A-24, I-A-25, I-A-26     AAA
  2004-S9     I-A-27, I-A-P, I-A-V                       AAA
  2004-S9     I-M-1                                      AA
  2004-S9     I-M-2                                      A
  2004-S9     I-M-3                                      BBB
  2004-S9     I-B-1                                      BB
  2004-S9     I-B-2                                      B


ROYAL CARIBBEAN: Earns $71 Mil. in Quarter ended December 31
------------------------------------------------------------
Royal Caribbean Cruises Ltd. reported net income for the fourth
quarter ended Dec. 31, 2007, of $70.8 million compared to net
income of $46.6 million in 2006.  

The company related that revenues were better than expected,
driven by stronger close-in bookings, while fuel costs were higher
due to rising fuel prices. Revenues for the fourth quarter 2007
increased to $1.5 billion from revenues of $1.2 billion in the
fourth quarter 2006.

Net income for the full year 2007 was $603.4 million compared to
net income of $633.9 million for the full year 2006.  Revenues for
the full year 2007 increased to $6.1 billion from revenues of
$5.2 billion for the full year 2006.

"It is very gratifying to see such a strong performance,
especially in light of the broader consumer and economic
environment," Richard D. Fain, chairman and chief executive
officer, said.  "We are particularly pleased with the solid yield
performance of our brands, which produced such healthy earnings
despite significantly higher fuel costs.  Higher fuel prices
increased operating costs by $45 million in 2007, which reduced
earnings per share by $0.21."

"Despite pressures on consumer spending, yields for the year were
consistent with our original expectations, growing 0.3% on a
comparable basis, i.e. excluding Pullmantur," Mr. Fain continued.
"This is a testament to the strength and momentum of our
products."

                  Liquidity and Capital Resources

As of Dec. 31, 2007, liquidity was $1.4 billion, comprising
$0.2 billion in cash and cash equivalents and $1.2 billion in
available credit on the company's unsecured revolving credit
facility.

At Dec. 31, 2007, the company's balance sheet showed total assets  
of $14.98 billion, total liabilities of $8.22 billion and total
shareholders' equity of $6.76 billion.

                    About Royal Caribbean

Headquartered in Miami, Royal Caribbean Cruises Ltd. (NYSE: RCL)
-- http://www.royalcaribbean.com/-- is a global cruise vacation    
company that operates Royal Caribbean International, Celebrity
Cruises and Pullmantur Cruises, Azamara Cruises and CDF
Croisieres de France.  The company has a combined total of 35
ships in service and seven under construction.  It also offers
unique land-tour vacations in Alaska, Australia, China, Canada,
Europe, Latin America and New Zealand.  The company has
operations in Puerto Rico.

                        *     *     *

Moody's still carries Royal Caribbean Cruises Ltd.'s 'Ba1' long-
term corporate family rating assigned on Feb. 22, 2005.  Moody's
said the outlook is stable.


SACO I TRUST: Six Classes of Certs. Obtains Moody's Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded 13 certificates and placed on
review for possible downgrade 2 classes of certificates from three
transactions issued by SACO I Trust in 2005 and 2006.  The
transactions are backed by closed-end second lien loans.

Substantial pool losses over the last few months have continued to
erode credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.  The actions reflect Moody's expectation that
the significant delinquency pipelines will have a further negative
impact on the credit support for the senior and mezzanine
certificates.

Complete rating actions are:

Issuer: SACO I Trust 2005-6

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. M-3, Downgraded to Baa1 from A1

  -- Cl. M-4, Downgraded to Ba1 from A2

  -- Cl. M-5, Downgraded to Ba3 from A3
  
  -- Cl. B-1, Downgraded to B3 from Baa1

  -- Cl. B-2, Downgraded to Ca from Ba3

  -- Cl. B-3, Downgraded to C from B3

Issuer: SACO I Trust 2005-WM1

  -- Cl. B-1, Downgraded to Ba1 from Baa1
  -- Cl. B-2, Downgraded to B3 from Baa2
  -- Cl. B-3, Downgraded to Ca from B3
  -- Cl. B-4, Downgraded to C from Ca

Issuer: SACO I Trust 2006-1

  -- Cl. M-1, Downgraded to B1 from A3
  -- Cl. M-2, Downgraded to Caa2 from Baa1
  -- Cl. M-3, Downgraded to C from B3


SEA CONTAINERS: Court Stretches Plan-Filing Period to April 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended, until April 15, 2008, Sea Containers Ltd. and its
debtor-affiliates' exclusive period to file a plan of
reorganization.

The Court also fixed June 16, 2008, as the deadline for the
Debtors to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on Feb. 18, 2008, the
Debtors told the Court that this will be their last request for an
extension of the Exclusive Periods, in accordance with Section
1121(d)(2) of the U.S. Bankruptcy Code.

The Debtors related that since filing their last exclusivity
request, they have made substantial progress on the (i) change of
control arbitration, and (ii) treatment of claims arising on
account of the Debtors' pension scheme liabilities.  The Debtors
also hope to engage in discussions with GE to resolve open
disputed issues between them with respect to GE SeaCo.

The Debtors related that they obtained a favorable result in the
change of control arbitration.  The arbitrator ruled in favor of
Sea Containers Ltd. by finding that a change of control did not
occur as a result of the resignation of Jim Sherwood, its
president, chief executive officer, and chairman of the board.

The Debtors also related that they have reached agreement on the
terms of a settlement with the Official Committee of Unsecured
Creditors for Sea Containers Services Ltd. and the Pension
Trustees with respect to the Debtors' pension scheme liabilities.  
The Debtors expect to file a request to approve the settlement in
the near term.

Maintaining exclusivity will allow the Debtors to focus on
obtaining approval of the Pension Settlement, which the Debtors'
view as a prerequisite to filing a Chapter 11 plan.  Failure to
obtain the extension can lead only to unnecessary distraction and
delay in resolving the Debtors' pension scheme liabilities, a task
that must be completed before a viable Plan can be presented to
the Court, the Debtors said.

The Debtors believe that the requested extension will also
facilitate the arrangement of exit financing.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court previously gave the Debtors until Feb. 20, 2008 to file
a plan of reorganization.


SHARPER IMAGE: Trustee Appoints Unsecured Creditors Committee
-------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appoints seven members to the Official Committee of Unsecured
Creditors of the Chapter 11 case of Sharper Image Corporation.

   1. Dixie M. Garner
      c/o Stephen J. Rowe, Esq.
      Birmingham, Alabama
      Tel No.: 205-581-0700
      Fax No.: 205-581-0799

   2. Simon Property Group, Inc.
      Attn: Ronald M. Tucker
      Indianapolis, Indiana
      Tel No.: 317-263-2346
      Fax No.: 317-263-7901

   3. United Parcel Service
      Attn: Steven Sass
      Hunt Valley, Maryland
      Tel No.: 410-773-4040
      Fax No.: 410-773-4057

   4. TomTom, Inc.
      Attn: Quentin Fendelet
      Concord, Massachusetts
      Tel No.: 978-405-1668
      Fax No.: 978-287-9522

   5. Quebecor World (USA) Inc.
      Attn: Jacqueline De Buck
      Montreal, Quebec, Canada
      Tel No.: 514-877-5135
      Fax No.: 514-648-4046

   6. Ion Audio, LLC
      Attn: Paul J. Stansky
      Cumberland, Rhode Island
      Tel No.: 401-658-3131 ext. 205
      Fax No.: 401-658-3640

   7. General Growth Properties, Inc.
      Attn: Julie Minnick Bowden
      Chicago, Illinois
      Tel No.: 312-960-2707
      Fax No.: 312-442-6374

The U.S. Trustee for Region 3 held an organizational meeting of
creditors in the Chapter 11 case of Sharper Image on February 27,
2008, at 1:30 p.m., at Delaware Rooms 1 & 2, Sheraton Suites
Wilmington, 422 Delaware Avenue, in Wilmington, Delaware,
regarding the formation of a committee or committees of creditors
in the Debtor's case.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty   
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of$251,500,000 and total debts of
$199,000,000.

(Sharper Image Bankruptcy News Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).  


SIRIUS SATELLITE: December 31 Balance Sheet Upside-Down by $790MM
-----------------------------------------------------------------
SIRIUS Satellite Radio's balance sheet at Dec. 31, 2007, showed
total assets of $1.69 billion and total liabilities of
$2.49 billion, resulting to total stockholders' deficit of
$790 million.

The company also reported full year and fourth quarter 2007
financial results.  The company also reported positive free cash
flow for the fourth quarter and for the second half of 2007.

For the fourth quarter 2007, net loss was $166.2 million as
compared with the fourth quarter 2006 net loss of $245.6 million.

For the fourth quarter 2007, the adjusted loss from operations was
$107.2 million, an improvement of 36% as compared with the
$166.8 million adjusted loss from operations in the fourth quarter
2006.

SIRIUS reported a net loss of $565.3 million for 2007, an
improvement of 49% over the 2006 net loss of $1.1 billion.  

The adjusted loss from operations for 2007 improved to
$327.4 million, as compared to the adjusted loss from operations
of $513.1 million in 2006.

"In 2007, SIRIUS achieved our financial goals and solidified our
position as one of the fastest growing media companies in the
world," Mel Karmazin, CEO of SIRIUS, said.  "Revenue grew 45% to
$922.1 million driven by 4.2 million gross subscriber additions -
an annual record for satellite radio.  More importantly, SIRIUS
demonstrated positive operating leverage in the business through
solid cost control by limiting growth in total expenses, excluding
non-cash items, to under 9% for the year.  SIRIUS achieved
positive free cash flow for the second half of the year and
$75.9 million in positive free cash flow for the fourth quarter
2007."

"The pending merger with XM will offer unprecedented choice for
consumers and create tremendous value for stockholders," added
Mr. Karmazin.  "We have made a very strong case for the merger to
the government, received broad support from leading organizations
and prominent individuals, and we look forward to a fast positive
ruling from the government."

SIRIUS ended 2007 with 8,321,785 subscribers, up 38% from
6,024,555 subscribers at the end of 2006.  Retail subscribers
increased 15% in 2007 to 4,640,709 from 4,041,826 at the end of
2006.  OEM subscribers increased 87% in 2007 to 3,665,632 from
1,959,009 at the end of 2006.  During the fourth quarter 2007,
SIRIUS added 654,309 net subscribers and, according to the NPD
Group, SIRIUS achieved a 68% share of aftermarket satellite radio
sales, its highest ever share.

Total revenue for 2007 increased to $922.1 million, up 45% from
2006 total revenue of $637.2 million.  Fourth quarter 2007 total
revenue increased 29% to $249.8 million from fourth quarter 2006
revenue of $193.4 million.  Average monthly revenue per subscriber  
was $10.46 in 2007 and $10.05 for the fourth quarter 2007.  
Average self-pay monthly churn was 1.6% in 2007 and all-in average
monthly churn for 2007 was 2.2%.  For the fourth quarter 2007
average self-pay monthly churn was 1.7% and all-in churn was 2.3%.
SAC per gross subscriber addition was $101 for 2007 improving 11%
over 2006's SAC per gross subscriber addition of $114.  In the
fourth quarter 2007, SAC per gross subscriber addition was $90.

SIRIUS reported a full-year 2007 free cash flow loss of
$218.6 million, a 56% improvement over the 2006 free cash flow
loss of $500.7 million.  The company posted positive free cash
flow in the fourth quarter of 2007 of $75.9 million, up 150% from
the $30.4 million in positive free cash flow reported in the
fourth quarter of 2006.  The company related that for the first
time in its history, SIRIUS also posted positive free cash flow of
$8.1 million for the second half of the year.

                   About SIRIUS Satellite Radio

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,   
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                          *     *     *

Moody's Investors Service placed SIRIUS Satellite Radio Inc.'s
probability of default rating at 'Caa1' in June 2007.  The rating
still hold to date with a developing outlook.


SOLIDUS NETWORKS: Sale of Biometric Business Slated for March 5
---------------------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California gave Solidus Networks Inc., dba Pay
By Touch, and its debtor-affiliates permission to auction:

   -- substantially all of assets related to their biometric
      authentication and payment processing products and targeted
      marketing capabilities (Biometric Payments and Personalized
      Marketing Business);

   -- the stock of S&H Marketing Inc. owned by Solidus; and

   -- the membership interests in Loyalty Acquisition Sub LLC,
      owned by Solidus.

Pursuant to the terms of the bidding procedures order, the auction
of the assets will be conducted on March 5, 2008, 9:00 a.m. at

          Hennigan, Bennet & Dorman LLP
          865 South Figueroa Street, Suite 2900
          Los Angeles, CA 90017
          Fax: (213) 694-1234
          Attn: Lance Miller, Esq.
          E-mail: millerl@hbdlawyers.com

Parties must submit their bids no later than Friday, Feb. 29,
2008, at 5:00 p.m.

A sale hearing will be held to confirm the results of the auction
and approve the sale transaction on March 7, 2008, 9:30 a.m., at
the U.S. Bankruptcy Court, Courtroom 1352, 255 East Temple Street
in Los Angeles, California.

A copy of the sale motion, purchase agreements, bidding procedures
and related orders may be obtained by written request made to
Hennigan Bennet & Dorman LLP.

                   About Solidus Networks Inc.

Headquartered in Culver City, California, Solidus Networks Inc.,
dba Pay By Touch, -- http://www.paybytouch.com/-- is a biometric    
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition against the company on Oct. 31,
2007, (Bankr. C.D. Calif. Case Number. 07-20027)  Robert M.
Yaspan, Esq. of the Law Offices of Yaspan & Thau, represents the
petitioners.

On Dec. 14, 2007, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  That order was entered
by the Hon. Thomas B. Donovan on Dec. 17, 2007.  Bruce Bennett,
Esq., James O. Johnston, Esq., and Lance Miller, Esq., at
Hennigan, Bennett & Dorman LLP, represent the Debtor in its
restructuring efforts.  The Debtors' schedules show total assets
of $75,698,454 and total liabilities of $330,618,305.

The United States Trustee for Region 16 has established a four-
member official committee of unsecured creditors in the Debtors'
cases.  Stutman Treister & Glatt PC represents the Official
Committee of Creditors Holding Unsecured Claims.


SOLUTIA INC: May Pay $5,000,000 to Waive Backstop Commitment Pact
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Solutia Inc. and its debtor-subsidiaries to
pay not more than $5,000,000 to waive conditions to the backstop
commitment agreement relating to the $2,050,000,000 exit
financing funded by Citigroup Global Markets Inc., Goldman Sachs
Credit Partners L.P., and Deutsche Bank Securities Inc.

Under the Backstop Commitment Agreement, investors, comprised of
Highland Crusader Holding Corporation, Merrill  Lynch, Pierce,
Fenner and Smith Incorporated; funds managed by Longacre Fund
Management LLC; funds managed by Murray Capital Management,
Inc.; Bear, Stearns & Co., Inc., as an assignee of Southpaw Asset
Management's interest; and UBS Securities LLC, agreed to
backstop Solutia's $250,000,000 rights offering in exchange for
certain fees and the right to purchase 15% -- or $37,500,000 --
of the rights offering.  The Rights Offering is fully subscribed,
but Solutia still needs the Backstop Investors, or another party,
to purchase the 15% interest that was reserved for the Backstop
Investors.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
notes that the Backstop Investors can terminate their obligation
to purchase the 15% stake of the $250,000,000 loan based on the
occurrence of one of several conditions under the Backstop
Commitment Agreement.  One of the conditions regarding call
protection on the terms loans will not be met under the Exit
Financing, he said.

Because the Exit Financing does not satisfy the condition
regarding the call protection, the Backstop Investors can walk
away from their right and obligation to purchase $37,500,000 of
the Rights Offering that Solutia needs upon emergence, Mr. Henes
explained.

"Accordingly, there is a very good business reason for Solutia to
make a $5 million payment to remove this final obstacle to a
successful reorganization," Mr. Henes said.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)(NYSE:SOA-
WI) -- http://www.solutia.com/-- and its subsidiaries, engage in   
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 119; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.

SOLUTIA INC: Resolution of Adversary Proceeding vs. Exit Lenders
----------------------------------------------------------------
Citigroup Global Markets Inc., Goldman Sachs Credit Partners
L.P., Deutsche Bank Securities Inc., and Deutsche Bank Trust
Company Americas objected to Solutia's motion to compel the
deposition of various parties.

William C. Repko, a senior managing director at Evercore Group
LLC, an investment banking boutique, delivered to the Court an
expert report, which concluded, among others, that: "The judgment
expressed by each of the [Exit Lenders] on Jan. 30, 2008, that
an adverse change in the syndication, financial or capital
markets generally since Oct. 25, 2007, had materially impaired
syndication of the Solutia Facilities was, from the perspective
of my experience as a participant in these markets for more than
25 years, a reasonable judgment."

A full-text copy of Mr. Repko's expert report can be found at:
http://ResearchArchives.com/t/s?2888

Christopher L. Culp, a senior advisor with CompassLexecon, a
consulting firm that applies economic analysis to legal and
regulatory matters, also delivered his own expert report to the
U.S. Bankruptcy Court for the Southern District of New York.   Hired on
behalf of
Solutia, Mr. Culp said: "I conclude
that the deteriorations in loan, financial, and capital market
conditions leading up to the signing of the Commitment Letter
ultimately trace back to the subprime crisis and the precarious
situation of the leveraged loan market when the crisis struck
in the Summer of 2007.  Current market conditions continue to
reflect, experience, and adjust to 'aftershocks' arising from the
same original subprime quake that was roiling markets three
months ago when the banks executed their Commitment Letter with
Solutia and for several months before."

A full-text copy of Mr. Culp's expert report can be found at:
http://ResearchArchives.com/t/s?2889

Mr. Repko and Mr. Culp also delivered Rebuttal Reports.  A full-
text copy of Mr. Repko's rebuttal report can be found at:
http://ResearchArchives.com/t/s?288a

A full-text copy of Mr. Culp's rebuttal report is at:
http://ResearchArchives.com/t/s?288b

The Banks prepared a pre-trial brief, a copy of which is at:
http://ResearchArchives.com/t/s?288c

Solutia's pre-trial brief can be found at:
http://ResearchArchives.com/t/s?288d

                          *     *     *

The Court held a three-day hearing from Feb. 21-23, 2008, on
Solutia's complaint against Citigroup, Goldman Sachs, and
Deutsche Bank.

Following the close of the evidence and after extensive
discussions, and in view of the risks and uncertainties of the
litigation to both sides, Solutia and the Commitment Parties
agreed to the final terms of Solutia's exit financing, which
included a waiver by the Commitment Parties of the market-based
adverse change condition, certain modified economic terms, and an
agreement by the parties to pay all of their own fees and costs
from the litigation.  The Exit Financing is substantially
consistent with the terms of the Oct. 25, 2007, commitment
letter, which the Court approved on Nov. 20, 2007.  The Exit
Financing is scheduled to close on Feb. 28, 2008.  Upon
funding of the Exit Financing, Solutia will dismiss its lawsuit
against the Commitment Parties with prejudice.

                   Dispute Over Exit Financing

As reported in the Troubled Company Reporter on Jan. 24, 2008,
Solutia Inc. discloses that the effective date of its confirmed
plan of reorganization and its emergence from Chapter 11 will be
delayed from the previously anticipated Jan. 25, 2008 emergence
date.

As previously reported, Solutia's Consensual Plan, which was
confirmed on Nov. 29, 2007, is subject to numerous closing
conditions, including entering into an exit financing facility.  The
lead arrangers of
Solutia's exit financing -- Citigroup Global
Markets Inc. and certain of its affiliates, Goldman Sachs Credit
Partners L.P., Deutsche Bank Trust Company Americas and Deutsche
Bank Securities Inc. -- informed Solutia yesterday that, in their
view, due to continuing conditions in the credit markets, they
have not been able to complete the exit financing they committed
to on October 25, 2007. The exit financing consists of a
$1,200,000,000 senior secured term loan facility, a $400,000,000
senior secured asset-based revolving credit facility and
$400,000,000 aggregate principal amount of senior unsecured notes.

On Feb. 14, 2008, the exit lenders sought a declaratory judgment, that
among other
things, their funding obligations are conditioned upon satisfaction of
the "Adverse
Market Change Provision.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, counsel for the Commitment Parties, contends that
Solutia "goes to great lengths to create a smokescreen of alleged
extraneous and irrelevant matters in order to distract from the
fact that the Commitment Letter is a simple contract with
unambiguously clear, concise and enforceable terms and conditions
which have not been satisfied."

                     Solutia to Emerge Today

The TCR said Tuesday that Solutia Inc. and its debtor-affiliates have
reached an
agreement with the three lenders to fund Solutia's exit financing
package and has
scheduled a closing date on Feb. 28, 2008, at which time Solutia's plan
of
reorganization will become effective and the company will emerge from
Chapter
11 today, Feb. 28, 2008.

The parties will request the Court to authorize a revised exit financing
package and
find that the revisions are substantially consistent with the order
confirming the
company's plan of reorganization that was previously approved by the
court on
Nov. 29, 2007.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)(NYSE:SOA-
WI) -- http://www.solutia.com/-- and its subsidiaries, engage in   
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOLUTIA INC: Court Approves Non-Material Modifications to Plan
--------------------------------------------------------------
Solutia Inc. and its debtor-subsidiaries sought and obtained the
U.S. Bankruptcy Court for the Southern District of New York's
approval of two "non-material" modifications to their Plan of
Reorganization.

The first modification will provide that Monsanto will waive its
right to be paid its professional fees -- which were capped at
the amount of the allowed fees for the Official Committee of
Unsecured Creditors -- under Section V.B.6 of the Plan in return
for a credit on a dollar-for-dollar basis in the amount that
Monsanto may owe Solutia in 2012 upon its exit from Chocolate
Bayou, i.e., Solutia's chemical manufacturing facility in Alvin,
Texas, under the Chocolate Bayou Settlement.

The second modification will provide a release by the Debtors for
Citigroup Global Markets Inc., Goldman Sachs Credit Partners
L.P., Deutsche Bank Securities Inc., in all of their capacities
under Section X.B.1 of the Plan.  Upon funding of the
$2,005,000,000 exit financing, Solutia will release its claims
against Citigroup, et al., and dismiss all claims with prejudice.

Section 1127(b) of the Bankruptcy Code provides in pertinent
part, "the reorganized debtor may modify the plan at any time
after confirmation of the plan and before substantial
consummation of the plan, but may not modify the plan so that
the plan as modified fails to meet the requirements of sections
1122 and 1123 of this title.  The plan as modified under this
subsection becomes the plan only if circumstances warrant the
modification and the court, after notice and a hearing, confirms
the plan as modified, under section 1129 of this title."

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)(NYSE:SOA-
WI) -- http://www.solutia.com/-- and its subsidiaries, engage in   
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 119; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOTHEBY'S: Earnings Rise to $102 Mil. in Quarter Ended December 31
------------------------------------------------------------------
Sotheby's reported results for the fourth quarter and full year
ended Dec. 31, 2007.

The company's net income for the fourth quarter of 2007 was a
record $102.4 million compared to $70.3 million for the prior
period, a 46%, or $32.1 million improvement, due to growth in
auction commission revenues.  These results include a
$32.2 million, or 49%, increase in salaries and related costs, due
to higher incentive compensation costs attributable to the strong
results for the period well as higher full time salaries.

For the quarter ended Dec. 31, 2007, the company reported record
revenues of $345.8 million, an $82.6 million, or 31%, increase
over the prior fourth quarter, due to higher auction commission
revenues.

Net income for the full year 2007 totaled $213.1 million, about
double the 2006 figure of $107 million.  These results, due to the
revenue increases mentioned above, are partially offset by a 30%
rise in salaries and related costs from higher incentive
compensation costs due to the exceptional financial performance
for the year well as increased full time salaries and stock
compensation expense over the period.  

Total revenues were $917.7 million which is $252.9 million, or
38%, higher than the prior year due to a $210 million, or 38%,
improvement in auction commission revenues.  This increase in
total revenues is attributable to a 51% increase in Consolidated
Sales* which rose to $6.2 billion in 2007.  Operating income of
$275.8 million was $78.6 million, or 40%, ahead of the prior year.

Also, general and administrative expenses increased by 22% partly
due to a 33% increase in professional fees and a 28% increase in
travel and entertainment costs over the period.

The company's results for the full year 2007 were significantly
impacted by a one-time benefit of $20 million related to an
insurance recovery from the key man life insurance policy covering
Robert Noortman, who died unexpectedly in January 2007, and a
$4.8 million gain on the sale of our former Billingshurst
salesroom property in the United Kingdom, partially offset by a
$15 million impairment charge related to intangible assets and
goodwill of Noortman Master Paintings, B.V.

"2007 was a record year for Sotheby's, significantly exceeding the
company's outstanding performance in 2006," Bill Ruprecht,
president and chief executive officer of Sotheby's, said.

"Over the past five years, the number of clients buying at the top
end of our business has increased by more than 200% and their
geographical diversity has expanded by over 60%," he added.  "In
2003 our top buyers -- purchasing lots of $500,000 and above --
came from 36 countries; in 2007 they came from 58 countries. Our
increased global focus on our top clients is delivering excellent
results -- for our business, for our clients, our employees and
for our shareholders."

The company related that many areas were noteworthy in 2007.  For
the first time, Contemporary Art became Sotheby's largest category
with auction sales of $1.34 billion, an increase of 107% from the
prior year.  Sales of Impressionist and Modern Art rose by 24% to
$1.16 billion.  Emerging markets performed strongly as well.  
Russian Paintings and Works of Art brought $190.9 million, a 25%
increase from the prior year.

Sales in Asia totaled $400.7 million, a 41% increase from the
prior year and worldwide sales of Contemporary Asian Art brought
$140 million, 99% above the prior year level.  Traditional
categories also fared extremely well with Antiquities bringing
$112.2, million a ten-fold increase from the prior year, due to
the sale of two masterpieces, and Old Master Paintings, Jewelry,
British Paintings, French Furniture and European Works of Art each
experienced over 40% growth in their respective categories.

                        About Sotheby's

Headquartered in New York City, Sotheby's (NYSE: BID) engages in
art auction, private sales and art-related financing activities.  
The company operates in 40 countries, with principal salesrooms
located in New York, London, Hong Kong and Paris.  The company
also regularly conducts auctions in six other salesrooms around
the world.

                          *     *     *

Moody's Investors Service placed Sotheby's long term corporate
family rating and probability of default rating at 'Ba2' in August
2007.  The ratings still hold to date with stable outlook.


SPANSION INC: Fitch Maintains Issuer Default Rating at 'B-'
-----------------------------------------------------------
Fitch Ratings affirmed Spansion Inc.'s Issuer Default Rating at
'B-' while downgrading these issue-level ratings due to lower
recovery prospects:

  -- $175 million senior secured revolving credit facility due
     2010 to 'B/RR3' from 'B+/RR2';

  -- $625 million senior secured floating rating notes due 2013 to
     'B/RR3' from 'B+/RR2';

  -- $225 million of 11.25% senior unsecured notes due 2016 to
     'CCC/RR6' from 'CCC+/RR5'; and

  -- $207 million of 2.25% convertible senior subordinated
     debentures due 2016 to 'CCC-/RR6' from 'CCC/RR6'.

The Rating Outlook remains Negative.  Approximately $1.2 billion
of debt is affected.

The Negative Outlook mainly reflects Fitch's expectations that:

* the company's financial flexibility and liquidity position will  
  remain relatively weak;

* Spansion's free cash flow will be negative again in 2008,
  despite the anticipation of significantly lower capital
  spending, further pressuring the company's liquidity position or
  resulting in higher debt levels; and

* ongoing industry-wide excess capacity, which continues to
  pressure average selling prices in all but the highest bit-
  density products and should constrain the company's ability to
  meaningfully expand gross margins and, therefore, achieve
  operating profitability over the near-term.

Ratings concerns mainly center on:

* substantial ongoing capital spending and research and
  development requirements, which should exceed 30% of sales
  in 2008, (at the higher end for the industry), while recognizing
  that Spansion's capital spending has been accelerated to support
  solid unit growth prospects and gain a sustainable cost
  leadership position;

* Spansion's current lack of diversification beyond NOR flash
  memory markets (although emerging products are expected to
  address certain NAND and DRAM markets), which Fitch believes
  limits the company's tolerance for shortfalls in the commercial
  success of its technology roadmap or delays in transitioning to
  ever smaller circuitry nodes.  Fitch notes that Spansion's key
  competitors have stronger financial flexibility, enabling them  
  to withstand a challenging operating environment over the
  intermediate-term.

The ratings are supported by Fitch's expectations that:

* Spansion will continue to outgrow the NOR flash memory market
  over the next few years, driven by ongoing industry
  consolidation, including an opportunity to become a second
  source supplier for customers of Intel Corp. and
  STMicroelectronics N.V., which are forming a NOR flash memory
  joint venture currently expected to close March 28, 2008;

* beyond the near-term, Spansion's significant recent investments
  in leading edge manufacturing technology and ongoing transition
  to smaller circuit geometries, as well as development of foundry
  partnerships, should enable the company to achieves sustainable
  operating profitability through a normalized cycle;

* Spansion's technology roadmap, including its MirrorBit and
  ORNAND architectures, will expand the company's addressable
  market beyond NOR flash memory, potentially strengthening
  Spansion's longer-term unit growth and profitability prospects.

The Recovery Ratings and notching reflect Fitch's expectation that
Spansion's enterprise value, and hence recovery rates for its
creditors, will be maximized as a going concern rather than as in
liquidation under a distressed scenario.  The lower recovery
ratings incorporate Spansion's meaningful decline in operating
EBITDA and increased debt levels over the past several quarters,
as well as a greater proportion of secured debt within the capital
structure.  Fitch's analysis assumes Spansion is not restricted by
covenants or borrowing bases to fully draw down on its existing
bank credit facilities.

Given the erosion of Spansion's profitability to nearly distressed
levels over the past several quarters, Fitch has reduced the
discount to operating EBITDA (in estimating distressed operating
EBITDA) for 2007 to 25% from the previous discount of 55%.  Fitch
believes of $800 million of rated senior secured debt, including
$625 million of senior secured floating rate notes and a fully
drawn $175 million U.S. revolving bank credit facility, would
recover 51%-70% in a reorganization scenario, resulting in a 'RR3'
recovery rating.  A waterfall analysis provides 0%-10% recovery
for the approximately $225 million of rated senior unsecured debt
and $207 million of senior subordinated notes, both resulting in a
recovery rating of 'RR6'.

As of Dec. 31, 2007, Fitch believes Spansion's liquidity was weak
but sufficient to meet Fitch's anticipated near-term short-fall in
free cash flow and supported by:

  i) approximately $416 million of cash and cash equivalents, and

  ii) approximately $236 million in total availability under
  various existing credit facilities (subject to certain borrowing
  base limitations), including Spansion's undrawn $175 million
  senior secured U.S. revolving credit facility expiring 2010.

A portion of Spansion's additional availability is related to
credit facilities at the company's wholly-owned subsidiary,
Spansion Japan.

Total debt as of Dec. 31, 2007 was $1.4 billion and consisted
primarily of:

  i) approximately $260 million outstanding under a JPY 48.8  
  billion (approximately $400 million as of Dec. 31, 2007)
  Spansion Japan's, a wholly-owned subsidiary of Spansion Inc.,
  senior secured credit facility expiring 2012;

  ii) approximately $625 million of floating rate senior secured
  notes due 2013;

  iii) approximately $225 million of 11.25% senior unsecured notes
  due 2016;

  iv) $207 million of 2.25% exchangeable senior subordinated
  debentures due 2016; and

  v) approximately $80 million of other debt, including capital
  leases.


SYNTAX-BRILLIAN: Inks Stricter Loan Agreement with Silver Point
---------------------------------------------------------------
On Feb. 14, 2008, Syntax-Brillian Corp. entered into a second
amendment to its credit and guaranty agreement dated as of
Oct. 26, 2007 with certain lenders and Silver Point Finance LLC,
as administrative agent, collateral agent, and lead arranger.

The second amendment provides:
     
  -- that credit parties may enter into a third amendment to the
     credit agreement to amend covenants, and provide a
     revolving facility in the aggregate principal amount of
     $20,000,000.

  -- a floor to the interest rate for base rate loans at 15.5% and
     for LIBOR rate loans at 13.5%.  Additionally, the second
     amendment increased the applicable margin from 6% to 9% for
     LIBOR rate loans and from 5% to 8% for base rate loans.

  -- that the company is restricted access to the revolving loans
     and letters of credit, and that no revolving loans will be
     made and no letters of credit will be issued without the
     prior written consent of the necessary Lenders.  The unused
     line fee will cease to accrue until this restriction on
     access to the revolving loans and letters of credit is
     removed.

  -- that the company is required to make these payments:

     (a) $4,540,625 for application to the payment of interest due
         on the term loans;

     (b) $3,750,000 as initial payment under the amendment;

     (c) $254,286 for out of pocket expenses incurred by the
         collateral agent;

     (d) an amount necessary to cash collateralize any outstanding
         letters of credit;

     (e) an amount necessary to repay a portion of the principal
         of the term loan; and

     (f) an amount necessary to pay the make-whole amount required
         by the fee letter in connection with the company's
         prepayment of the term loans.

  -- that the company must prepay the term loans to be not more
     than $120 million minus an amount to be determined based on
     principal payments made on or after the second amendment
     effective date .
     
The second amendment adds additional affirmative covenants,
including, requirements that the company must:

  -- enter into an agreement with an operational advisor, which
     operational advisor will have oversight authority of the cash
     management of the credit parties and work with collateral
     agent on various matters.

  -- provide to administrative agent a weekly budget which budget
     must be approved by the operational advisor.

  -- provide weekly reconciliations of the actual cash receipts,
     disbursements, net cash, and availability of credit parties
     to the amount set forth in each budgeted line item in the
     budget for that week.

  -- provide weekly reports identifying the funds received into
     and disbursed from each deposit account maintained by any
     credit party during the immediately preceding week, and the
     total amount of funds on deposit in each deposit account
     as of the last business day immediately preceding week.

  -- cause title to all "in-transit" inventory to transfer to us
     at the point of shipment and take any actions to grant and
     perfect a first priority lien in favor of collateral agent on
     the inventory, including consigning all negotiable bills of
     lading to the order of Silver Point Finance LLC.

  -- take all actions necessary to grant and perfect a first
     priority lien in favor of collateral agent in all insurance
     policies of any credit party.

  -- provide a schedule of reworked inventory, and cause the
     reworked inventory to be:

       (i) converted for use in the United States and delivered
           to a common carrier for transport to the U.S. by
           March 4, 2008, and

     (ii) delivered to the U.S. by March 31, 2008.

  -- use commercially reasonable efforts to collect all accounts
     receivable owing from account debtors located outside of the
     United States on or before March 4, 2008.

  -- arrange for a third party inspector selected by the agents to
     have access to the inventory of credit parties located in
     Asia, and cooperate with the third party inspector to
     provide the written results of the inspection.
     
The second amendment also allows the collateral agent to have
access to the customers and suppliers of the credit parties
promptly upon request, and not merely after the occurrence and
during the continuation of an event of default.  If no event of
default has occurred and is continuing, the company's
representative will be given the opportunity to be present for any
communication with customers and suppliers.
     
The second amendment extends the time period in which the company
must complete certain post-closing requirements.
     
The company must also provide to agents certain of the company's
projections, which projections must be:

     (a) reviewed and approved by the Operational Advisor, and
     (b) consistent with the Budget.
     
The company has also amended its negative covenants to provide:

  -- certain items in the budget will not deviate from the
     benchmarks set forth for those items in the budget.

  -- At any time that Availability is less than $15,000,000,
     or during the occurrence and continuance of a Default or an
     event of default, no Credit Party will, or will permit any of
     its subsidiaries to generate accounts from sales of inventory
     to account debtors, other than account debtors located in the
     United States that are acceptable to agents.

On Nov. 22, 2006, Syntax-Brillian entered into an amended and
restated factoring agreement with The CIT Group/Commercial
Services Inc.  Pursuant to the agreement, Syntax will assign
collection of its existing and future accounts receivable to CIT,
subject to CIT's approval of the account.  CIT assumes the credit
risk for all accounts approved by it.  The company will pay fees
to CIT of 0.30% or 0.20% of gross invoice amounts depending on
whether CIT assumes credit risk, plus 0.25% for each 30-day period
the invoices are outstanding, subject to a minimum fee per
calendar quarter of $112,500.

The company has entered into a line of credit agreement with
Preferred Bank that requires Syntax to apply 60% of collections
from CIT to reduce the balance of outstanding borrowings under the
line.

Accounts that CIT has assumed credit risk are referred to as
"non-recourse" and accounts that CIT has not assumed credit risk
are referred to as "recourse."

In addition, the company may request CIT advance of up to $15.0
million based on the accounts receivable of two of its customers.

With respect to the factoring agreement, the second amendment adds
as a new event of default a breach, default or event of default
will occur under the factoring agreement if the effect of the
breach, default or event of default is to permit the factor to
terminate the factor agreement, the factoring agreement or
factoring assignment agreement will terminate for any reason, or
the factor will exercise any remedies under the factoring
agreement; provided that after Dec. 31, 2008, the company may
replace the factoring agreement with a similar agreement
satisfactory to administrative agent at administrative agent's
sole discretion.

              Certain Events of Default Have Occurred
     
In addition, on Feb. 21, 2008, the company entered into a
forbearance agreement with the parties to the credit agreement.   
Pursuant to the forbearance agreement, the company has
acknowledged certain specified events of default under the credit
agreement, and the lenders have agreed to forbear from exercising
their remedies as a result of these specified events of default
until the earlier of:

  (1) Feb. 29, 2008; or

  (2) one of these "termination events," which will be deemed to
      occur if:

     (a) any party to the forbearance agreement will be enjoined
         pursuant to an order of any court from complying with any
         of the terms or conditions of the forbearance agreement;

     (b) any Default or event of default will occur;

     (c) the administrative agent, in its sole business judgment,
         determines that adequate progress is not being made by
         the credit parties toward executing the third amendment
         to the credit agreement currently under discussion among
         the parties; or

     (d) the administrative agent terminates the forbearance
         period.  The forbearance agreement further provides that
         the obligations under the credit agreement will accrue
         interest at the default rate for each day on which any
         event of default, including the specified events of
         default, has occurred.

                    Delay of Quarterly Report

The prices of the company's shares declined after Syntax-Brillia
said it cannot file its financial results for the fiscal second
quarter ended Dec. 31, 2007, on Feb. 11, 2008, as planned.

The company said it requires more time to evaluate its accounting
treatment regarding its tooling deposits.

                      About Syntax-Brillian

Based in Tempe, Arizonoa, Syntax-Brillian Corporation, fka
Brillian Corp, (NASDAQ:BRLC) designs, develops and distributes  
high-definition televisions, liquid crystal display and liquid
crystal on silicon technologies through Olevia brand name.  In
Nov. 21, 2006, the company acquired Vivitar, a supplier of both
digital and film cameras.  The company's products include high-
definition televisions, digital imaging products, micro display
products, project applications and near-to-eye applications.


TENORITE CDO: Moody's Junks Rating on $90 Million Notes From 'Aaa'
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Tenorite CDO I Ltd., and left on review for
possible further downgrade the rating of two of these classes.  
The notes affected by this rating action are:

Class Description: Up to $550,000,000 Class A Notes

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

Class Description: $200,000,000 Class B Senior Floating Rate Notes
Due 2057

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

Class Description: $90,000,000 Class C Senior Floating Rate Notes
Due 2057

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

Class Description: $60,000,000 Class D Senior Floating Rate Notes
Due 2057

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

Class Description: $32,000,000 Class E Floating Rate Deferrable
Notes Due 2057

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

Class Description: $32,000,000 Class F Floating Rate Deferrable
Notes Due 2057

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

Class Description: $27,000,000 Class F2 Floating Rate Deferrable
Notes Due 2045

  -- Prior Rating: Baa2, 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
Feb. 6, 2008, as reported by the Trustee, of an event of default
described in Section 5.1(d) of the Indenture dated May 10, 2007.   
Moody's has also received notification from the Trustee on Feb. 8,
2008 that a majority of the Controlling Class has declared the
accrued and unpaid interest on and principal of all of the Notes
to be immediately due and payable and has terminated the
Reinvestment Period.

Tenorite CDO I Ltd. is a collateralized debt obligation backed
primarily by a portfolio of credit default swaps referencing
Permitted Types of RMBS Securities and ABS CDO Securities for
which the primary exposure is to RMBS Securities and, to a lesser
extent, Cash Assets that are Permitted Types of RMBS Securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Class A/B/C Par Value Coverage
Ratio failed to meet the required level, as required in Section
5.1(d) of the Indenture.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain holders of Notes
may be entitled to direct the Trustee to commence the process of
sale and liquidation of the collateral.

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 a liquidation.  Because of this
uncertainty, the ratings assigned to the Class A Notes and Class B
Notes remain on review for possible further action.


TERWIN MORTGAGE: Weak Performance Spurs Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 78 tranches
issued by Terwin Mortgage Trust and placed on review for possible
downgrade an additional 10 tranches.  These securities are were
issued from 20 transactions closing between 2003 and 2005.  The
tranches being downgraded are backed by either non-prime second-
lien or first-lien subprime residential mortgage loans.  One
transaction, series 2004-13ALT, is backed by Alt-A collateral.

These downgrades are primarily based on weak performance in the
underlying collateral pool.  However, many deals being downgraded
have only experienced deterioration in performance at the tail-end
of the collateral pool, with pool factors near or below 10%.   
Additionally, the vast majority of these tranches have experienced
diminished credit support as a result of passing performance
triggers in prior periods.

Complete list of rating actions (Pool Factor as of January 2008):

Terwin Mortgage Trust 2003-3SL (Pool Factor: 4.7%)

  -- Cl. B-2, downgraded to Caa1, previously Baa2,

Terwin Mortgage Trust 2003-5SL (Pool Factor: 6.1%)

  -- Cl. B-1, downgraded to Baa2, previously A2,
  -- Cl. B-2, downgraded to Baa3, previously A3,
  -- Cl. B-3, downgraded to Caa2, previously Baa3,

Terwin Mortgage Trust 2003-7SL (Pool Factor: 5.5%)

  -- Cl. B-3, downgraded to Caa1, previously B2,

Terwin Mortgage Trust 2004-13ALT (Pool Factor: 17.0%)

  -- Cl. 1-M-1, downgraded to A3, previously Aa2,
  -- Cl. 1-M-2, downgraded to Ba3, previously A2,
  -- Cl. 1-M-3, downgraded to Caa1, previously Baa2,

Terwin Mortgage Trust 2004-2SL (Pool Factor: 6.2%)

  -- Cl. B-3, downgraded to Caa1, previously Baa2,

Terwin Mortgage Trust 2004-4SL (Pool Factor: 4.8%)

  -- Cl. B-3, downgraded to Caa1, previously B3,

Terwin Mortgage Trust 2004-6SL (Pool Factor: 8.7%)

  -- Cl. B-3, downgraded to Caa1, previously B2,

Terwin Mortgage Trust 2005-11 (Pool Factors: 37.5%, 39.2%)

  -- Cl. I-A-1b, currently Aaa on review for possible downgrade,
  -- Cl. I-A-X, currently Aa1 on review for possible downgrade,
  -- Cl. I-M-1a, currently Aa1 on review for possible downgrade,
  -- Cl. I-M-1b, currently Aa2 on review for possible downgrade,
  -- Cl. I-M-2, currently Aa3 on review for possible downgrade,
  -- Cl. I-M-3, downgraded to B2, previously A2,
  -- Cl. I-B-1, downgraded to Caa1, previously A3,
  -- Cl. I-B-2a, downgraded to Ca, previously Baa3,
  -- Cl. I-B-2b, downgraded to Ca, previously Baa3,
  -- Cl. I-B-3, downgraded to C, previously Ba3,
  -- Cl. I-B-4, downgraded to C, previously Caa2,
  -- Cl. II-A-2, currently Aaa on review for possible downgrade,
  -- Cl. II-M-1, currently Aa2 on review for possible downgrade,
  -- Cl. II-M-2, currently Aa3 on review for possible downgrade,
  -- Cl. II-M-3, downgraded to B3, previously Ba2,
  -- Cl. II-B-1, downgraded to Caa2, previously Ba3,
  -- Cl. II-B-2, downgraded to Ca, previously B3,
  -- Cl. II-B-3, downgraded to C, previously Ca,
  -- Cl. II-B-4, downgraded to C, previously C,

Terwin Mortgage Trust 2005-13SL (Pool Factor: 44.4%)

  -- Cl. M-1, downgraded to Caa2, previously Baa3,
  -- Cl. B-1, downgraded to Ca, previously Ba1,
  -- Cl. B-2, downgraded to C, previously Ba3,
  -- Cl. B-3, downgraded to C, previously B3,
  -- Cl. B-4, downgraded to C, previously Caa3,

Terwin Mortgage Trust 2005-1SL (Pool Factor: 14.6%)

  -- Cl. B-1, downgraded to Baa3, previously Baa2,
  -- Cl. B-2, downgraded to B1, previously Baa3,
  -- Cl. B-3, downgraded to Caa1, previously Ba2,
  -- Cl. B-4, downgraded to C, previously Ca,

Terwin Mortgage Trust 2005-3SL (Pool Factor: 15.9%)

  -- Cl. M-2, downgraded to A2, previously Aa2,
  -- Cl. M-3, downgraded to Baa2, previously A3,
  -- Cl. B-1, downgraded to Ba2, previously Baa1,
  -- Cl. B-2, downgraded to Caa3, previously Baa2,
  -- Cl. B-3, downgraded to C, previously B3,
  -- Cl. B-4, downgraded to C, previously Caa3,
  -- Cl. B-5, downgraded to C, previously Ca,

Terwin Mortgage Trust 2005-5SL (Pool Factor: 19.2%)

  -- Cl. B-1, downgraded to Ba2, previously A2,
  -- Cl. B-2, downgraded to Caa1, previously Baa1,
  -- Cl. B-3, downgraded to Ca, previously Ba1,
  -- Cl. B-4, downgraded to C, previously Ca,

Terwin Mortgage Trust 2005-7SL (Pool Factor: 23.8%)

  -- Cl. M-3, downgraded to B2, previously A2,
  -- Cl. B-1, downgraded to Caa1, previously Baa2,
  -- Cl. B-2, downgraded to Caa3, previously Ba3,
  -- Cl. B-3, downgraded to C, previously Caa2,
  -- Cl. B-4, downgraded to C, previously Ca,
  -- Cl. M-1, currently Aa2 on review for possible downgrade,
  -- Cl. M-2, currently Aa3 on review for possible downgrade,

Terwin Mortgage Trust 2005-9HGS (Pool Factor: 31.8%)

  -- Cl. M-3, downgraded to Baa2, previously A2,
  -- Cl. B-1, downgraded to Ba1, previously A3,
  -- Cl. B-2, downgraded to B1, previously Baa1,
  -- Cl. B-3, downgraded to Caa1, previously Baa2,
  -- Cl. B-4, downgraded to Ca, previously B1,
  -- Cl. B-5, downgraded to C, previously Caa1,

Terwin Mortgage Trust, Series TMTS 2003-6HE (Pool Factor: 14.0%)

  -- Cl. M-4, downgraded to B3, previously Ba3,
  -- Cl. M-5, downgraded to Ca, previously B3,
  -- Cl. M-6, downgraded to C, previously Caa1,

Terwin Mortgage Trust, Series TMTS 2004-1HE (Pool Factor: 12.0%)

  -- Cl. B-3, downgraded to Caa2, previously B3,

Terwin Mortgage Trust, Series TMTS 2004-3HE (Pool Factor: 11.7%)

  -- Cl. B-2, downgraded to Caa1, previously B2,
  -- Cl. B-3, downgraded to Ca, previously B3,

Terwin Mortgage Trust, Series TMTS 2004-5HE (Pool Factor: 14.7%)

  -- Cl. M-2, downgraded to Baa2, previously A2,
  -- Cl. M-2-X, downgraded to Baa2, previously A2,
  -- Cl. M-3, downgraded to Ba1, previously A3,
  -- Cl. B-1, downgraded to B2, previously Baa1,
  -- Cl. B-2, downgraded to Caa3, previously Ba3,
  -- Cl. B-3, downgraded to Ca, previously B2,

Terwin Mortgage Trust, Series TMTS 2005-4HE (Pool Factor: 21.8%)

  -- Cl. M-4, downgraded to Baa1, previously A2,
  -- Cl. M-5, downgraded to Baa3, previously A3,
  -- Cl. B-1, downgraded to Ba3, previously Baa1,
  -- Cl. B-2, downgraded to B1, previously Baa2,
  -- Cl. B-3, downgraded to B3, previously Baa3,

Terwin Mortgage Trust, Series TMTS 2005-6HE (Pool Factor: 22.0%)

  -- Cl. M-5, downgraded to Baa1, previously A2,
  -- Cl. M-6, downgraded to Baa2, previously A3,
  -- Cl. B-1, downgraded to Ba2, previously Baa1,
  -- Cl. B-2, downgraded to B2, previously Baa2,
  -- Cl. B-3, downgraded to B3, previously Baa3.


TIMELINE INC: Earns $2,481,170 in Fiscal 2008 Third Quarter
-----------------------------------------------------------
Timeline Inc. reported net income of $2,481,170 on total revenues
of $5,000,000 for the third quarter ended Dec. 31, 2007, compared
with a net loss of $231,355 on $0 revenues in the same period
ended Dec. 31, 2006.

Revenue of $5,000,000 received in the fiscal quarter ended
Dec. 31, 2007, consisted of a a one-time payment of $5,000,000
from the company's patent license agreement with Microsoft
Corporation.

Patent expense increased to $2,401,636 from $103,838 in the third
quarter of fiscal 2007.  Patent expense includes the costs of
litigation, which in the third quarter of fiscal 2008 mainly
consist of attorneys' fees.  

The company settled its lawsuits with Microsoft and ProClarity
after the opening day of trial, on Oct. 15, 2007, and the costs
for the third quarter of fiscal 2008 include payment of the
company's 45% contingent attorneys' fees from the settlement.  
Additional costs reflected in patent expense include expert
witness fees, travel and reporting costs associated with
depositions, and document production costs.  Due to the fact
litigation activity increased during fiscal 2008 as the company
approached trial in October, expenses related to the patents
increased dramatically over those experienced in fiscal 2007.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3,095,288 in total assets, $141,044 in total liabilities, and
$2,954,244 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?2883

                     Going Concern Disclaimer

Williams & Webster P.S. expressed substantial doubt about Timeline
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statement for the years ended
March 31, 2007, and 2006.  The aduting firm pointed to the
company's significant losses from operations.

With the net proceeds from settlement of its lawsuits against
ProClarity Corporation and Microsoft Corporation, the company
believes that its current cash and cash equivalents, and any net
cash provided by operations will be sufficient to meet anticipated
cash needs for working capital and capital expenditures into
fiscal 2009.

                       About Timeline Inc.

Based in Seattle, Washington, Timeline inc. (OTC: TMLN) --
http://www.tmln.com/-- is engaged in licensing of intellectual  
property protected by patents granted by the United States Patent
and Trademark Office and eight other countries.  The company's
patents generally involve technology, which allows for the
substantial automation of the formation and use of data marts,
which are utilized to provide enhanced reporting and analysis of
data captured in various digital format from varying software
applications.  The company has pursued licensing of its patent
portfolio to other software manufacturers and users of analytical
tools.


TIMKEN COMPANY: Adds Steel Products; Completes Boring Acquisition
-----------------------------------------------------------------
The Timken Company has added leading steel products for oil and
gas drilling operations, further extending its strong position
in the growing market for high-performance energy products.  
Timken completed its acquisition of the assets of Boring
Specialties Inc., a leading provider of a wide range of
precision deep-hole oil and gas drilling and extraction products
and services.

Timken will operate the business as Timken Boring Specialties,
LLC, from its current location in Houston, Texas.  Timken will
continue to invest in its ability to meet the needs of customers
in the global energy market with hole-making, hole-finishing and
related machining services.

"We are continuing to make strategic investments in our steel
capabilities to bring more value to customers in targeted
markets, contributing to Timken's profitable growth," said
Salvatore J. Miraglia, president of Timken's Steel Group.  "The
addition of Timken Boring Specialties to our portfolio is the
latest in a series of investments to extend our differentiation
in the marketplace."

In 2007, Timken added new induction heat-treat capabilities and
expanded the outer diameter of round steel bars and the length
of steel tubing it offers to customers in global energy and
other markets.  The company is also building a new small-bar
mill in Canton, Ohio, that will allow it to create high-quality
alloy steel bars down to one-inch in diameter.

The latest addition to Timken's steel portfolio, Timken Boring
Specialties creates a unique, simplified and cost-effective
supply chain by providing a single-point material and machining
source for original equipment manufacturers and distributors.  
Customers will benefit from the combination of high-quality
steel and value-added machining expertise for drilling, skiving,
trepanning and honing operations.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- is a manufacturer of highly
engineered bearings and alloy steels.  It also provides related
components and services such as bearing refurbishment for the
aerospace, medical, industrial and railroad industries.  The
company has operations in Argentina, Australia, Belgium, Brazil,
Canada, China, Czech Republic, England, France, Germany,
Hungary, India, Italy, Japan, Korea, Mexico, Netherlands,
Poland, Romania, Russia, Singapore, South America, Spain,
Taiwan, Turkey, United States, and Venezuela and employs 27,000
employees.

                         *     *     *

The Timken Company still carries Moody's Investors Service's Ba1
senior unsecured deb rating on $300 million Medium Term Notes,
Series A.


TIMOTHY HICKEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Timothy Michael Hickey
        Catherine Ann Hickey
        195 Langdon Farm Circle
        Odenton,, Maryland 21113

Bankruptcy Case No.: 08-12606

Chapter 11 Petition Date: February 26, 2008

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Marc Robert ^1Kivitz, Esq.
                  201 North Charles Street
                  Suite 1330
                  Baltimore, Maryland 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  mkivitz@aol.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wayne Gaver                                        $400,000
15 Crestview Drive
Milton, PA 17847

Thomas W. Alban
$400,000              
441 Rivendell Lane
Severna Park, MD 21146

Comptroller of the Treasury                        $91,765
Compliance Division, Room 409
301 West Preston Street
Baltimore, MD 21201

Nikon Inc.                                         $51,726

Internal Revenue Service                           $33,521

Bogen Photo Group                                  $19,000

St. Martin's in-the field                          $13,429
Day School               

Fuji Photo Film USA, Inc.                          $13,107

Eastman Kodak Co.                                  $13,000

Bank of America                                    $12,373

Chrysler Financial               value of          $9,641
                                 security: $1
                                 
HBW Group                                          $8,540

Chase                                              $7,975

American Express                                   $7,300

Sears Credit Cards                                 $4,470

Capital One                                        $4,470

Chase                                              $4,419

Capital One Bank                                   $4,273

Bank of America                                    $4,273

Capital-Gazette Newspaper                          $4,000


TOUSA INC: Terminates Restructuring Support Pact with Noteholders
-----------------------------------------------------------------
Effective as of February 13, 2008, TOUSA Inc. and certain of its
affiliates, on the one hand, and certain "consenting" note
holders on the other hand, entered into a mutual consent to
terminate the Restructuring Support Agreement dated January 28,
2008, TOUSA Chief Accounting Officer Angela Valdes said in a
regulatory filing with the Securities and Exchange Commission.

The Consenting Holders include certain holder of the 9% Senior
Notes due July 1, 2010 or the 8.25% Senior Notes due April 1,
2011 both issued by TOUSA and guaranteed by certain TOUSA
subsidiaries.  The Consenting Holders represent a majority of the
outstanding principal amount of the Senior Notes issued by TOUSA.

The RSA was entered into in connection with TOUSA's Chapter 11
cases.  The RSA obligated the Consenting Holders to, among other
things, vote to support a plan of reorganization consistent with
the terms set forth in a Plan Term Sheet TOUSA filed in its
bankruptcy proceedings in late January 2008.  

According to Ms. Valdes, the RSA was terminated at the request of
the United States Trustee for the Southern District of Florida in
order to permit one of the Consenting Holders to serve as a
representative to the Official Committee of Unsecured Creditors.

The termination was without penalty to the Company and does not
imply withdrawal of the Consenting Holders' support for the RSA
and the plan term sheet, Ms. Valdes relates.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.  
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq., at Kirkland & Ellis LLP and Paul Steven Singerman,
Esq., at Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors' Notice,
Claims & Balloting Agent.  TOUSA Inc.'s financial condition as of
Sept. 30, 2007, showed total assets of $2,276,567,000 and total
debts of $1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service Inc.  http://bankrupt.com/newsstand/
or 215/945-7000).


TOUSA INC: NYSE Affirms Common Stock Delisting
----------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, TOUSA Inc. reports that the New York Stock Exchange
has affirmed its decision to suspend the company's common stock
and debt securities.

TOUSA Chief Accounting Officer Angela Valdes relates that by a
letter dated February 15, 2008, the NYSE Regulation, Inc. Board
of Directors' Committee for Review had affirmed the decision of
the NYSE Regulation Staff to suspend trading of TOUSA's common
stock and debt securities on the NYSE and to commence delisting
procedures.

In November 2007, TOUSA was notified by the NYSE of TOUSA Inc.'s
non-compliance with the NYSE's continued listing standards and
that the common stock of TOUSA would be suspended immediately.  

TOUSA had been previously notified by the NYSE that it had fallen
below the NYSE continued listing standard for average closing
price of less than $1 over a consecutive 30 trading day period.  
In addition, TOUSA had fallen below the NYSE's continued listing
standard for average market capitalization of $75,000,000 over a
consecutive 30 trading day period and stockholders' equity of
$75,000,000 based on its reported results for the quarter ended
September 30, 2007.

The NYSE also notified TOUSA that it would also suspend these
NYSE listed debt securities:

     * TOA10Y TOUSA, INC. 9.000% NTS 7/1/2010
     * TOA10Z TOUSA, INC. 9.000% NTS 7/1/2010
     * TOA11 TOUSA, INC. 7.500% NTS 3/15/2011
     * TOA12 TOUSA, INC. 10.375% NTS 7/1/2012
     * TOA15 TOUSA, INC. 7.500% NTS 1/15/2015

TOUSA appealed the determination made by the NYSE.

The NYSE, however, has now affirmed its decision to delist
TOUSA's common stock.  The recent NYSE decision directs the NYSE
Regulation Staff to submit an application to the Securities and
Exchange Commission to strike the securities from listing on the
NYSE.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.  
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq., at Kirkland & Ellis LLP and Paul Steven Singerman,
Esq., at Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors' Notice,
Claims & Balloting Agent.  TOUSA Inc.'s financial condition as of
Sept. 30, 2007, showed total assets of $2,276,567,000 and total
debts of $1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


TOUSA INC: Asks Court to Approve Amended Deal with VP Berkowitz
---------------------------------------------------------------
Paul Berkowitz has been the executive vice president and chief of
staff of TOUSA, Inc., since January 1, 2007, under the terms of
his original employment agreement.  Mr. Berkowitz also holds
officer-level positions with all of the other Debtors.

For the 13-year period immediately preceding his employment with
the Debtors, Mr. Berkowitz was a shareholder with Greenberg
Traurig, P.A., with expertise in a wide variety of commercial and
corporate law areas.

The Debtors relate that while at Greenberg, Mr. Berkowitz
provided legal services to them and was the outside counsel with
primary responsibility for overseeing legal matters for them.  In
that capacity and in his current position, Mr. Berkowitz has
gained significant and unique insight into the Debtors'
operations.  Mr. Berkowitz is an invaluable member of the
Debtors' management team, Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, asserts.

According to Mr. Singerman, Mr. Berkowitz' 2007 Employment
Agreement included a significant guaranteed deferred compensation
portion, payable in the ordinary course of business on Feb. 15,
2008.  

Faced with the loss of a significant portion of earned income, in
December 2007, Mr. Berkowitz informed the Debtors of his plan to
resign from TOUSA, effective January 31, 2008, and to  accept an
offer to rejoin Greenberg as a shareholder, Mr. Singerman notes.

Immediately before the Petition Date, it became clear that if Mr.
Berkowitz were to return to Greenberg, there would be a
substantial question regarding the ability of the firm to be
retained to perform the strategic and restructuring-related
services that Mr. Berkowitz currently provides, Mr. Singerman
informs the U.S. Bankruptcy Court for the Southern District of
Florida.

Subsequently, Mr. Berkowitz agreed to remain with the Debtors
based on certain conditions in an Amended Employment Agreement.  
Among other things, the timing of Mr. Berkowitz's compensation
payments is shifted to provide more significant payments of base
compensation throughout the year and no guaranteed deferred
compensation or bonus amount.  

Mr. Singerman points out that the Amended Employment Agreement
reflects only an immaterial increase in Mr. Berkowitz's total
compensation package.

The material terms of the Amended Employment Agreement include:

   (a) Mr. Berkowitz will be paid a monthly salary of $110,000,
       commencing on January 28, 2008.  Any amounts by which the
       salary exceeds the amount actually paid to Mr. Berkowitz
       between January 28 and the date the Debtors are authorized
       to enter into the amended agreement will be paid to Mr.
       Berkowitz in a lump sum together with the next regular
       payment of salary to the Debtors' senior executives.

   (b) Mr. Berkowitz is eligible to earn an annual bonus, in the
       sole and absolute discretion of the Board of Directors or
       any relevant Board committee, but there is no guaranteed
       minimum bonus or other deferred compensation arrangement.

   (c) The employment may be terminated by the Debtors at any
       time, with or without reason, upon 15 calendar days'
       notice.  Mr. Berkowitz may also terminate the employment
       period at any time upon 15 calendar days' notice, provided
       that he agrees to defer the effective date of any
       termination notice given by him for a reasonable period of
       time as the Debtors will request in order to  transition
       Mr. Berkowitz's responsibilities.

   (d) Upon termination of the employment, the Debtors will pay
       or provide Mr. Berkowitz all "Accrued Obligations" within
       30 business days after the date of termination.

   (e) Mr. Berkowitz and his eligible dependents are eligible to
       participate in all customary employee benefit plans,
       practices and policies in effect for all similarly
       situated employees.

By this motion, the Debtors seek the Court's authority to enter
into and perform their obligations under the Amended Employment
Agreement with Mr. Berkowitz.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.  
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq., at Kirkland & Ellis LLP and Paul Steven Singerman,
Esq., at Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors' Notice,
Claims & Balloting Agent.  TOUSA Inc.'s financial condition as of
Sept. 30, 2007, showed total assets of $2,276,567,000 and total
debts of $1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service Inc.  http://bankrupt.com/newsstand/
or 215/945-7000).


TOUSA INC: Proposes May 19 Deadline for Filing Proofs of Claim
--------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates anticipate that there may be
more than 50,000 potential claimants in their bankruptcy cases,
which raises the likelihood of a time-consuming claims
reconciliation process, according to Paul Steven Singerman, Esq.,
at Berger Singerman, P.A., in Miami, Florida.

Because the Debtors hope to exit Chapter 11 as soon as possible
as part of a streamlined financial reorganization, they desire to
begin the claims analysis and reconciliation process promptly,
pursuant to certain procedures that will limit confusion on the
part of creditors and result in a claims process that is as
efficient as possible, Mr. Singerman relates.

While some discussions regarding a plan of reorganization have
already occurred, the Debtors state that they will require
complete and accurate overview-level information regarding the
nature, amount and status of asserted claims as part of the plan
process.  Some of that analysis is already underway, but the
precise nature and scope of asserted claims will be clearly
established only after a claims bar date passes, Mr. Singerman
says.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of Florida to establish May 19, 2008, at 5:00
p.m., as the last date and time parties-in-interest can file
proofs of claim against them.

                    Claim Filing Procedures

The starting point for the claims process will be the Debtors'
Schedules of Assets and Liabilities, Mr. Singerman avers.  

The Debtors seek to permit creditors to rely on the Schedules in
preparing their proofs of claim and intend to send personalized
proofs of claim to known creditors that provide information about
how a particular creditor's claim is listed in the Schedules.

The Debtors anticipate filing certain updates to the Schedules,
which will provide the results of their analysis.  The updated
Schedules will form the basis of the Bar Date claims process.

If a creditor agrees with the treatment of its claim in the
Schedules, the creditor is not required to file a proof of claim.

The Debtors propose that:

   (a) Each person or entity that asserts against any of the
       Debtors a claim be required to file an original, written
       proof of claim, in the form of the proposed Proof of Claim
       Form.

   (b) All Proofs of Claim should be received on or before the
       Bar Date by Kurtzman Carson Consultants LLC, the Debtors'
       Claims and Noticing Agent.  If claims are not received by
       KCC by the Bar Date, except in the case of certain
       exceptions, the claim holders will be barred from
       asserting their claims against the Debtors.

       Proofs of Claims should be delivered to:

           TOUSA Claim Processing Center,
           c/o Kurtzman Carson Consultants, LLC
           2335 Alaska Avenue
           El Segundo, California 90245.

   (c) Only original Proofs of Claim will be deemed acceptable
       for purposes of claims administration.  Claims will be
       deemed timely filed only if the original proof of claim is
       actually received by KCC by the Bar Date.  A claimant who
       wishes to receive acknowledgment of KCC's receipt of its
       claim may submit a copy of the Proof of Claim and a self-
       addressed, stamped envelope to KCC along with the original
       Proof of Claim.

The Debtors propose that the Bar Date should not apply to:

     * Holders of claims listed in the Schedules, and who do not
       dispute the description of the amount or classification of
       the claim;

     * Claimants who have filed a claim against the correct
       Debtor with the Bankruptcy Clerk in a form substantially
       similar to the Official Form 10;

     * Claims that have been fully paid;

     * Claims of one Debtor against other Debtors;

     * Claims of any non-debtor subsidiary of TOUSA, Inc.,
       against any of the Debtors;

     * Current employee claims, to the extent that the Debtors
       were authorized by the Court to honor those claims in the
       ordinary course of their businesses;

     * Claims of any customer who signed a contract or has closed
       on a home with the Debtors, or of a homeowners'
       association of any of the Debtors, to the extent that the
       Debtors were authorized by the Court to honor those claims
       in the ordinary course of their businesses.  However, the
       customer or homeowners' association must submit a Proof of
       Claim by the Bar Date if the claim relates to (i) a known
       warranty claim or other obligation that the Debtors have
       contested at the time of the Bar Date, or (ii) damages
       arising from claims for breach of contract, breach of
       warranty or misrepresentation or any other litigation or
       pre-litigation claim;

     * Any claim limited exclusively to the repayment of
       principal, interest or other applicable fees and charges
       owed under any bond or note issued by the Debtors pursuant
       to an indenture, with certain exceptions;

     * Equity Interests based exclusively upon an interest in the
       equity ownership of any of the Debtors, provided that
       holders of Interests who wish to assert a claim against
       any of the Debtors that arises out of or relates to the
       ownership or purchase of an Interest must file a proof of
       claim on or before the Bar Date, unless another exception
       applies; and

     * Claims allowable under Sections 503(b) and 507(a)(1) of
       the Bankruptcy Code as administrative expenses of the
       Debtors' Chapter 11 cases, with the exception of claims
       allowed under Section 503(b)(9), which are subject to the
       Bar Date.

                        Notice Procedures

The Debtors intend to serve a Bar Date Notice to all known
parties-in-interest, including:

   -- the Office of the United States Trustee,
   -- counsel to the Official Committee of Unsecured Creditors,
   -- counsel to the Debtors' Lenders, and
   -- indenture trustees under the Debtors' Debt Instruments.

The Bar Date Package to be mailed to known creditors will include
a "personalized" Proof of Claim form.  Each creditor may correct
any information that is missing, incorrect or incomplete in the
Proof of Claim Form.  Any creditor may choose to submit a Proof
of Claim on a different form as long as it is substantially
similar to the Official Form No. 10.

The Debtors propose to rely on publication to give notice to
their unknown creditors.

The Bar Date Notice will be published in the Wall Street Journal
and in certain local newspapers to be agreed upon by the Debtors,
the Creditors Committee and the U.S. Trustee.  The Publication
Notice will include a telephone number that creditors may call to
obtain copies of a Proof of Claim form, the URL for a Web site at
which the creditors may obtain a copy of the Proof of Claim Form,
and information concerning the procedures and appropriate
deadlines for filing Proofs of Claim.

The Debtors propose to run the Publication Notice on one occasion
on or before March 31, 2008.

Accordingly, the Debtors ask the Court to approve proposed notice
and claim filing procedures.

                      Supplemental Bar Dates

The Debtors also ask the Court to establish Supplemental Bar
Dates upon the written consent of counsel for the Creditors
Committee with respect to:

   (i) creditors as to which a re-mailing of a Bar Date Package
       is appropriate, but cannot be accomplished  in time to
       provide at least 23 days' notice of the Bar Date; and

  (ii) other creditors that become known to the Debtors after the
       applicable Bar Date.

The Debtors also seek the Court's authority to, in their
discretion and upon written consent of the Creditors Committee,
extend the Bar Date by stipulation for certain claimants, where
the Debtors determine an extension is in their best interests and
that of their estates.

Any holder of a claim who is required, but fails, to file a Proof
of Claim by the Bar Date, Governmental Bar Date or Supplemental
Bar Date, as applicable, will be forever barred, estopped and
enjoined from asserting those claims against the Debtors.  That
claim holder will not be permitted to vote on any plan of
reorganization, or participate in any distribution in the
Debtors' Chapter 11 cases on account of its claim or to receive
further notices regarding its claim.

If the Debtors amend their Schedules, they propose that the
deadline for holders to file Proofs of Claim, if necessary, be
set as the later of:

   (i) the Bar Date; or

  (ii) 30 days from the date that notice of the Schedule
       amendment is given, or any time period as may be fixed by
       the Court.

Creditors who may assert claims in connection with future
rejection of executory contracts and unexpired leases will be
required to file a proof of claim by the later of:

   (i) the Bar Date;

  (ii) the date provided in any order authorizing the Debtors to
       reject a particular contract or lease; or

(iii) 30 days after the date of any rejection order.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.  
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq., at Kirkland & Ellis LLP and Paul Steven Singerman,
Esq., at Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors' Notice,
Claims and Balloting Agent.  TOUSA Inc.'s financial condition as
of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. ( TOUSA
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


U.S. ENERGY: Court OKs Eckert Seamans as Special Delaware Counsel
-----------------------------------------------------------------
U.S Energy Systems Inc. and its debtor-affiliates obtained
approval from the United States Bankruptcy Court for the Southern
District of New York to employ Eckert Seamans Cherin & Mellot LLC
as special Delaware counsel.

Eckert Seamans is expected to:

   a) represent the Debtors in the Delaware litigation;

   b) represent the Debtors in litigation that might be
commenced         
      against them in the Delaware Court; and

   c) perform all other necessary legal services in furtherance of
      the firm's role as special Delaware counsel to the Debtors.

The firm's attorneys and their compensation rates are:

      Professional                  Hourly Rate
      ------------                  -----------
      Michael Busenkell, Esq.          $365
      Margaret England, Esq.           $210
      Deborah Chase                     $95

      Designation                   Hourly Rate
      -----------                   -----------
      Members                        $215-$565
      Associates                     $155-$165
      Paralegals                      $95-$165

Michael G. Busenkell, Esq., a member of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Busenkell can be reached at:

      Michael G. Busenkell, Esq.
       (mbusenkell@eckertseamans.com)
      Eckert Seamans Cherin & Mellot LLC
      300 Delaware Avenue, Suite 1210
      Willmington, DE 19801
      Tel: (302) 425-0430
      Fax: (302) 425-0432
      http://www.eckertseamans.com/

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D.N.Y. Case No. 08-10054).  There are 34 affiliates who filed
for separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc. serves as the company's
financial advisor.  The Debtor also selected Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


U.S. ENERGY: Judge Drain Approves Governance Pact With Nakash
-------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court
for the Southern District of New York approved the governance
agreement with Nakash Energy LLC, dated Feb. 12, 2008, filed by
U.S. Energy Systems Inc. and its debtor-affiliates.

Judge Drain also authorized the Debtors to reconstitute their
board of directors.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
under the governance agreement, the board of directors will be
comprised of an equal number of incumbent directors and Nakash
Energy directors, initially three each, at all times until
the confirmation and substantial consummation of a plan of
reorganization in the Chapter 11 cases.  The new directors are:

   -- Bruce Levy;
   -- Bernard J. Zahren;
   -- Michael T. Novosel;
   -- Emzon Shung;
   -- Robert Spiegelman; and
   -- Salvatore Nobile.

The term of each director will expire at the next annual meeting
of stockholders, so that the whole board will be eligible for
election by the stockholders at that time.

Nakash Energy, the Debtors' largest shareholder, that facilitates
the Debtor's restructuring under Chapter 11 bankruptcy protection.

Furthermore, governance agreement provides for an immediate
standstill of litigation between Nakash Energy and the company in
the Delaware Chancery Court, and the U.S. Bankruptcy Court for the
Southern District of New York.

A full-text copy of the Governance Agreement is available for free
at: http://ResearchArchives.com/t/s?2886

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D.N.Y. Case No. 08-10054).  There are 34 affiliates who filed
for separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc. serves as the company's
financial advisor.  The Debtor also selected Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


USI HOLDINGS: S&P Gives Negative Outlook; Keeps 'CCC' Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on USI
Holdings Corp. to negative from stable.  At the same time,
Standard & Poor's affirmed its 'B-' counterparty credit, 'B'
senior secured debt, and 'CCC' subordinated unsecured
debt ratings on USI and its '2' recovery ratings on USI's senior
secured debt.
      
"The revised outlook reflects Standard & Poor's belief that USI
will not meet our expectations in 2007 and 2008," said Standard &
Poor's credit analyst Tracy Dolin.  "In addition, USI's coverage
metrics are starting to mirror those of lower rated credits."
     
In 2007, the company's adjusted EBITDA fixed-charge coverage and
debt to adjusted EBITDA were 1.6x and 8.4x, respectively; low for
the current rating and below expectations of 1.7x and 7.6x in
2007.  USI's operating cash flow and coverage metrics will likely
deteriorate further in 2008 if property/casualty (P/C) rates
continue to soften at an accelerating pace or if management does
not successfully execute its strategic initiatives.
      
"The counterparty credit rating on USI Holdings Corp. reflects its
highly leveraged balance sheet, limited financial flexibility, and
industry-trailing operating performance," said Ms. Dolin.
     
Somewhat offsetting these negatives are the company's earnings
diversification outside the P/C industry in the employee benefits
sector, an improved strategic shift emphasizing organic growth and
improving operating efficiencies, and the new executive management
team with its proven track record.
      
"If the company remains unable to meet our expectations, the
ratings could be lowered in 2008," Ms. Dolin said.  "The ratings
will come under pressure particularly if the company's margins
compress or P/C rates continue to soften at an accelerated pace,
precipitating unsatisfactory coverage metrics.  Our expectations
also stem from new management's successful execution of its stated
strategic initiatives of improved organic revenue, expense
control, and growth through strategic acquisitions.  If the
company is able to improve its financial profile materially,
Standard & Poor's will consider revising the outlook to stable."


VALCOM INC: Summary Judgment in Favor of Chicago Title Reversed
---------------------------------------------------------------
Valcom Inc. disclosed that the Court of Appeal of the State of
California, Second Appellate District, ordered that the summary
judgment be reversed in the matter of Valcom Inc., et al. v.
Chicago Title Company et al.

Summary judgment and the award of attorney's fees in favor of
Chicago Title were reversed, and the matter was remanded for
further proceedings against Chicago Title with respect to breach
of contract, conversion and violation of section 2924k of
California's Civil Code. Additionally, the accounting claim may
proceed against Chicago Title, and the company is entitled to
recover the costs it incurred on appeal.

                          Case Background

Valcom, Inc. and Valencia Entertainment International, LLC signed
a first promissory note for the principal sum of $6 million in
favor of Hawthorne Savings Bank. The Hawthorne Note was secured by
a lien (senior lien) on commercial property (property) owned by
Valcom.  Including interest, fees and expenses, the final sum due
on the Hawthorne Note was $6,559,636.60.

The second promissory note was signed by Valcom in favor of
respondentLaurus Master Fund, Ltd. and was denominated Note A.  It
was for the principal sum of $1 million, and it was secured by a
deed of trust (Deed 1) on the property.  The third promissory note
was signed by Valcom in favor of Laurus and was denominated Note
B.  It was also for the principal sum of $1 million.  Note B was
secured by a deed of trust (Deed 2) on the property.

To prevent being foreclosed out of Deed 1 and Deed 2, Laurus paid
off the Hawthorne Note for $6,559,636.60 and extinguished the
senior lien.

After Valcom defaulted on Note A and Note B, Laurus retained
respondent Chicago Title Company to initiate foreclosure
proceedings.  At the foreclosure sale under Deed 2, Golden Forest
Properties, Inc. purchased the property for $2,405,093.01.  That
amount was $500,000 more than Valcom actually owed on Note A.  
Nonetheless, Laurus retained the overage of $500,000 and refused
to refund that money back to Valcom.  Subsequently, to avert
foreclosure under Deed 1, Golden Forest paid off Note A for
$7,508,000.  Included in Note A was the $6,559,636.60 Laurus
paid to satisfy the Hawthorne Note.  Ultimately, Laurus received
total proceeds of $9,913,094.

Valcom sued Chicago and Laurus because they retained the $500,000
overage.  Subsequently, the trial court entered summary judgment
in favor of Chicago and Laurus.  Laurus and Chicago moved for
attorney fees.  Laurus was granted $470,042 and Chicago was
granted $65,600.

Valcom appealed, contending that there are triable issues as to
whether: (1) Valcom suffered damages; (2) Chicago and Laurus
violated Civil Code sections 2924k, 2924d, and 2924h and (3)
Chicago breached its duties as the foreclosure trustee.  
Additionally, Valcom argues that Chicago was not entitled to
attorney fees, and the attorney fees awarded to Laurus were
excessive.  

On Feb. 13, the appelate court ordered that the summary judgment
and the award of attorney's fees in favor of Chicago Title be
reversed.

                         About ValCom

Based in Los Angeles, California, ValCom Inc. (PNK: VLCO) --
http://www.valcom.com/-- leases sound and production stages and  
produce films and TV programs.  It engages in studio rental; film,
television, and animation production; and broadcast television
businesses.  

The Debtor filed voluntary petitions for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07-
15984).  Joseph L. Pittera, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million to $100 million.


WAYNE KULHANEK: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wayne R. Kulhanek
        Deda B. Kulhanek
        5675 Bissonnette Lane
        Rhinelander, Wisconsin 54501

Bankruptcy Case No.: 08-10788

Chapter 11 Petition Date: February 26, 2008

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: James T. Runyon, Esq.
                  P.O. Box 519
                  Tomahawk, Wisconsin 54487
                  Tel: (715) 453-5387
                  runyonlawoffices@yahoo.com

Total Assets: $2,055,740

Total Debts: $1,863,215

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
M & I Marshall & Ilsey Bank      real estate;      $551,000
P.O. Box 3114                    value of           
Milwaukee, WI 53201-3114         security:
                                 $241,300

Mid Wisconsin Bank               real estate;      $193,000
2170 Lincoln Street              value of
Rhinelander, WI 54501            security:
                                 $101,400

Advanta Bank Corporation         miscellaneous     $25,190
P.O. Box 8088                    credit card
Philadelphia, PA 19101-8088      purchases

Citi Business                    miscellaneous     $17,000
                                 credit card
                                 purchases

U.S. Bank                        miscellaneous     $15,000
                                 credit card
                                 purchases

Wisconsin Dept. of Revenue       pending sales tax $11,000
                                 claim on appeal

Capital One Bank                 miscellaneous     $11,000
                                 credit card
                                 purchases

Bank of America                  miscellaneous     $6,000
                                 credit card


Treasurer/Oneida County          RE taxes          $1,025

Jennine Nelson                   security deposit  $600

Heather Pilat                    security deposit  $600

Scott & Bonnie Humphrey          security deposit  $600

Lynette Siebert                  security deposit  $200

Carolyn Tanner                   security deposit  $100


WELLMAN INC: Wants Court Nod Kirkland & Ellis as Bankr. Counsel
---------------------------------------------------------------
Wellman Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Kirkland & Ellis, LLP, as their primary bankruptcy counsel,
nunc pro tunc Feb. 22, 2008.

The Debtors selected Kirkland & Ellis because of the firm's
expertise and extensive experience in the field of debtors'
protections, creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.  

As primary counsel, Kirkland is expected to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their business and properties;

   (b) advise and consult on the conduct of Chapter 11
       including all of the legal and administrative requirements
       of operating in the bankruptcy case;
  
   (c) attend meeting and negotiate with representatives of the
       creditors and other parties-in-interest;

   (d) take all action to protect and preserve the Debtors'
       estates including prosecuting actions on the Debtors'
       behalf, defending any action commenced against the
       Debtors, among other things;

   (e) prepare all Court pleadings, reports and other papers
       necessary to the administration of The Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       postpetition financing;

   (g) advise the Debtors in connection with any potential sale
       of their assets or business;

   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) consult with the Debtors regarding tax, environmental,
       employment, pension, real estate and other matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare and obtain approval of a Chapter 11
       plan and all related documents; and

   (h) perform all other necessary or otherwise beneficial legal
       services for the Debtors in connection with the
       prosecution of their cases.

In exchange for Kirkland's services, the firm will be paid on an
hourly basis and reimbursed for the expenses incurred related to
any work undertaken.  The firm's professionals and their hourly
rates are:

                Partners            $520 - $975
                Of Counsel          $330 - $595
                Associates          $295 - $600
                Paraprofessionals   $150 - $265

Jonathan S. Henes, a partner at Kirkland, assures the Court that
the firm does not have any connection with any of the Debtors or
parties-in-interest.  He adds that the firm is a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                       About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging   
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


WELLMAN INC: Wants to Employ Edwards Angell as Conflicts Counsel
----------------------------------------------------------------
Wellman Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Edwards Angell Palmer & Dodge LLP, as conflicts and special
counsel, nunc pro tunc to Feb. 22, 2008.

Edwards Angell Palmer & Dodge has acted as general corporate
counsel to the Debtors since 1985.  EAPD is entirely familiar
with the Debtors' businesses and operations.  Thus, the Debtors
have asked EAPD to continue to represent them as special general
corporate counsel in their Chapter 11 cases.

The Debtors believe that EAPD's proposed employment is in the
best interest of the Debtors, their estates and creditors.

EAPD will render these services to the Debtors:

   a. advise on matters such as general corporate, tax, labor and
      employment, intellectual property, patent and trademark,
      and patent prosecution and defense, securities,
      environment, and  litigation;

   b. give assistance to Debtors in management and coordination
      of other litigation counsel;

   c. appear before courts to protect the interests of the
      Debtors' estates within the scope of EAPD's retention;

   d. act as bankruptcy conflicts counsel; and

   e. perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors.

The principal attorneys and paralegals to represent the Debtors  
and their rates are:

          Professional                  Hourly Rate
          ------------                  -----------
          D. Roger Glenn                   $630
          Shmule Vasser                    $625
          Stuart M. Brown                  $580
          James I. Rubens                  $575
          William E. Chapman, Jr.          $525
          Scott D. Wolfsy                  $525
          Patricia A. Sullivan             $525
          Douglas G. Gray                  $515
          Paul J. Labov                    $400
          Brian R. Pollack                 $390
          Mark D. Olivere                  $315
          Timothy D. Watson                $305
          Carolyn Fox                      $180

Other attorneys and paralegals who will be serving from time to
time are paid  at these rates:

        Title                            Hourly Rate
        -----                            -----------
        Partners                         $315 to $755
        Counsel                          $275 to $600
        Asscociates                      $125 to $480
        Legal Assistants/Paralegals       $90 to $265

The firm will also seek reimbursement of out-of-pocket expenses.

William Chipman Jr., a partner at EAPD, assures the Court that
the firm does not hold or represent any interest adverse to the
Debtors or their Chapter 11 cases, their creditors, or any other
party in this case.  Mr. Chipman says the firm is a
"disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

                      About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging   
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


WESCORP ENERGY: Issues 14% Debentures Valued at CDN$450,000
-----------------------------------------------------------
On Feb. 13, 2008, Wescorp Energy Inc. issued five units of its 14%
secured non-convertible debenture in the aggregate principal
amount of CDN$450,000 and warrants to purchase an aggregate of
900,000 shares of the corporation's common stock.  Each warrant
entitles the holder thereof to purchase one common share of the
corporation at a price of $0.50 for a period of two years
beginning on the date of issuance of the warrant.

The units were issued to non-U.S. residents outside the United
States in reliance upon the exemption from registration under
Regulations of the Securities Act.

Headquartered in Somerset, New Jersey, Wescorp Energy Inc. (OTC
BB: WSCE.OB) -- http://www.wescorpenergy.com/-- is an oil and gas  
operations solutions provider that focuses on commercializing new
patented and proprietary technologies to overcome tough operations
challenges facing oil and gas operators.

                     Going Concern Disclaimer

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Wescorp Energy Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
not generated profits since its inception, has incurred losses in
developing its business, and further losses are anticipated.  The
auditing firm added that the company requires additional funds to
meet its obligations and the costs of its operations.


WICKES FURNITURE: Creditors Panel Opposes $30 Mil. DIP Financing
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Wickes Furniture
Company, Inc. and its debtor-affiliates' cases, objects to the
Debtors' request to borrow $30,000,000 from a syndicate of lenders
led by Wells Fargo Retail Finance LLC, as collateral and
administrative agent.

As reported in the Troubled Company Reporter on Feb. 12, 2008, the   
U.S. Bankruptcy Court for the District of Delaware gave interim
authority to the Debtors to obtain the DIP financing, which they
will use the money for working capital and general corporate
purposes.  The Debtors also obtained the Court's permission to use
cash collateral of their pre-bankruptcy lenders.

The $30,000,000 secured credit facility arranged by Wells Fargo
will mature June 3, 2008, unless the Debtors deliver to the DIP
Lenders a plan of reorganization within that time.  The DIP
Lenders also require the Debtors to obtain final approval of their
DIP Motion by March 3.

The DIP loan will be secured by first priority, valid, priming,
perfected and enforceable liens on the Debtors' assets.  The liens
do not include any recoveries the Debtors may have under avoidance
actions brought pursuant to Section 549 of the Bankruptcy Code.

Wells Fargo, together with Ableco Finance LLC, extended secured
financing to the Debtors prior to their bankruptcy filing.  As of
their Feb. 3, 2008 filing, the Debtors owed:

   -- $23,164,019 under their revolving loan with Wells Fargo,
      including roughly $4,000,000 in letters of credit;

   -- $11,000,000 under a term loan with Wells Fargo; and

   -- roughly $44,800,000 in various term loans with Ableco.

The Debtors will grant the prepetition lenders replacement liens
as adequate protection for any diminution in value of those
lenders' interest in the collateral.

                  Committee Fights for Its Rights

The Committee tells the Court that it is gravely concerned about
the erosion of the rights of unsecured creditors that will occur
if the Debtors enter into the proposed DIP facility for the sole
purpose of rolling up the revolving loan from a prepetition
secured debt into a postpetition debt.

The Panel alleges that the DIP facility is nothing more than a
vehicle created by the DIP lenders to enable them to take money
out of their postpetition pockets and place those same funds right
back to the same pockets, all the while absorbing previously
unencumbered assets of the Debtors along the way, in an effort to
enhance their collateral position and increase the likelihood of
payment in full on the revolving loan before the conclusion of a
sale process.

According to the Committee, the proposed DIP facility attempts to
further enhance the collateral position of the lenders by granting
adequate protection in the form of super-priority claims on
previously unencumbered assets, in an effort to insulate the
lenders from any challenge concerning the validity of their liens
and claims.

The proposed budget allows the DIP lenders to advance to the
Debtors funds that are used to pay the outstanding balance of the
revolving loan.  The Committee says the Debtors do not have any
need to borrow any "new money" until the week ending April 12.

The Committee contends that the parties should not be permitted to
eradicate any chance of recovery for general unsecured creditors
by forcing the Court to approve an expedited sale process and
fictitious financing facility for the sole purpose of paying Wells
Fargo and its agent in full, and insulating the prepetition
lenders from a meaningful investigation by the Committee.

The Panel expressed to the Court its disappointment that the
Debtors insist on seeking final approval for the financing in
derogation of their fiduciary duty to all creditors.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture     
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WORLD GATE: Disputes YA Advisors' Default Claims on Debentures
--------------------------------------------------------------
World Gate Communications Inc. said that on Feb. 13, 2008, and
Feb. 15, 2008, it received default notices from YA Advisors,
holder of the company's convertible debentures.

The company said that YA Advisors claims the company was in
default of the terms of the debentures for failure to maintain
current financial statements in the registration statement
relating to the sale of the company's common stock issuable upon
conversion of one of those debentures.  YA Advisors also claims
that the company failed to comply with a covenant to their
satisfaction that provided for the disclosure of information they
considered material.  As a result, YA Advisors is exercising its
right to accelerate payment of the full principal amount of the
debentures.

The underlying alleged default with respect to the registration
statement was in any event cured by the amendments to Rule 144
that became effective on Feb. 15, 2008, obviating the need to
maintain that registration statement.

YA Advisors has also alleged other defaults by the company under
the debentures.

The company has notified YA Advisors that it disputes these claims
and whether they constitute a continuing event of default under
the debentures.  The company has also notified YA Advisors that
their right to accelerate payment is also disputed.

The company is working with YA Advisors in an effort to settle
their disputes regarding the claimed defaults and acceleration.

Approximately $6.7 million, including interest, is currently
outstanding on the debentures.

At Sept. 30, 2007, the company's balance sheet had $4,659,000
total assets, $4,339,000 total liabilities, and $320,000
stockholders' equity.

                  About World Gate Communications

Bensalem, Pennsylvania-based World Gate Communications Inc. --
http://www.ojophone.com/-- or -- http://www.ojophone.com/--  
designs, manufactures, and distributes personal video phones.  
WorldGate's products will be marketed to consumers through cable,
DSL, VoIP and satellite service providers as well as through
retail stores worldwide under the Ojo brand name.

Ojo Personal Video Phones offer high quality, real-time, two-way
video communications with video messaging and an optional cordless
handset.  Ojo is easy to install and operate as a regular
telephone; it plugs into a broadband connection, no PC is
required, and uses the existing phone number.  Ojo (PVP 1000) also
makes conventional (or VoIP) voice-only phone calls using the
existing household telephone service.


* Fitch Analyzes Media and Entertainment Cos.' Recovery Ratings
---------------------------------------------------------------
Fitch Ratings published a review of its Recovery Ratings
methodology and updated analysis for rated issuers in the U.S.
media and entertainment space.  Recovery Ratings are a relative
indicator of recovery that bondholders would receive in the event
of default.  Recovery Ratings are applied to issuers with an
Issuer Default Rating of 'B+' and below.

Fitch's U.S. media and entertainment Recovery Ratings view covered
approximately $41.3 billion of debt across six companies and 13
issuing entities.  

The companies analyzed in the report are:

  -- AMC Entertainment ('B,' Stable Outlook),

  -- Marquee Holdings ('B,' Stable Outlook),

  -- Regal Entertainment Group and Regal Cinemas Corporation
     ('B+,' Stable Outlook),

  -- Dex Media, Inc. ('B+,' Stable Outlook),

  -- Six Flags, Inc. and Six Flags Theme Parks, Inc.
     ('B-,' Negative Outlook),

  -- Tribune Co. ('B-,' Negative Outlook), and

  -- Univision Communication, Inc. ('B,' Stable Outlook).


* Climate Change Costs Could Lead to Rating Actions, Moody's Says
-----------------------------------------------------------------
The costs of addressing carbon dioxide and other pollutants linked
to climate change will carry major implications for the US
electricity sector and could lead to credit rating actions, says
Moody's Investors Service.

"While the timing and form of federal legislation establishing
carbon emission caps in the US is unknown, it is likely to have
significant effects on industry economics, operations and capital
investment," says Moody's Vice President Scott Solomon.  "New
rules would likely force the industry to spend billions of dollars
on compliance."

These costs could lead to credit rating actions for U.S. electric
utilities and raise the sector's overall business and operating
risk profile.

"The biggest factors in evaluating whether environmental-related
capital expenditures negatively affect a utility's credit quality
are its financing plan as well as its ability to recover the costs
from ratepayers," says Solomon.

Passing these environmental costs to consumers could prompt a
ratepayer backlash, making it harder for utilities to secure other
forms of rate relief from regulatory authorities, Solomon notes.   
The result could be more contentious relationships with
regulators.

The burning of coal to generate electricity is the most
significant source of pollutant emissions from the US electric
industry.  Consequently, companies with significant fleets of
coal-burning electricity generating stations whose regulatory
jurisdictions do not support recovery of environmental costs are
most at risk, says Solomon.

Currently, the US is the world's largest producer of carbon-
dioxide emissions, accounting for an estimated 6 billion metric
tons in 2005.  The electric power sector is responsible for about
40% of the carbon-dioxide emissions in the US.


* S&P Downgrades Ratings on 240 Tranches From 164 Synthetic CDOs
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 240
tranches from 164 U.S. synthetic collateralized debt obligations
of asset-backed securities transactions.  At the same time, S&P
affirmed its ratings on 21 tranches from 18 transactions and
removed them from CreditWatch with negative implications.  The
downgraded tranches have a total issuance amount of
$6.314 billion.  All of the affected transactions are non-excess-
spread synthetic CDOs of ABS that reference structured finance
securities, including residential mortgage-backed securities.

On Jan. 30, 2008, Standard & Poor's lowered or placed on
CreditWatch negative 6,389 ratings from 2006 and 2007 vintage U.S.
RMBS transactions backed by first-lien subprime mortgages.  At the
same time, S&P placed on CreditWatch negative 1,953 global CDO of
ABS and CDO of CDO ratings.

S&P initiated the Jan. 30, 2008, CDO CreditWatch placements to
account for the subprime RMBS rating changes and the estimated
impact of changes to Standard & Poor's assumptions used to assess
correlation and recovery rates for RMBS assets held within CDO
transactions.  S&P has analyzed the CDO transactions addressed in
this press release using CDS Accelerator, which incorporates the
updated correlation and recovery assumptions, as well as the
revised RMBS ratings.  CDS Accelerator is the analytical tool S&P
uses to evaluate its rated non-excess-spread synthetic CDO
transactions each month to generate synthetic rated
overcollateralization numbers.  SROC serves as the foundation of
the surveillance process for these transactions.

S&P's ratings on two tranches from high-grade SF CDO transactions,
which generally reference senior tranches of RMBS and other
structured finance transactions, remain on CreditWatch negative
due to exposure to 'AAA' and 'AA' rated RMBS with ratings
currently on CreditWatch negative.

Standard & Poor's is continuing to review its rated cash flow and
hybrid CDO transactions with ratings placed on CreditWatch
negative.  Since Jan. 30, 2008, S&P lowered its ratings on more
than 150 cash flow and hybrid CDO transactions, nearly all of them
mezzanine SF CDOs collateralized substantially by mezzanine
tranches of 2006 and 2007 vintage subprime RMBS.  S&P expects to
resolve the remaining cash flow and hybrid mezzanine SF CDOs of
ABS with ratings on CreditWatch negative within several weeks.  
The resolution of these CreditWatch placements will occur once the
'AAA' and 'AA' rated RMBS with ratings placed on CreditWatch
negative on Jan. 30, 2008, have been resolved.


* S&P Downgrades 59 Tranches' Ratings From 10 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 59
tranches from 10 U.S. cash flow and hybrid collateralized debt
obligation transactions and removed them from CreditWatch with
negative implications.  Additionally, S&P affirmed its 'AAA'
ratings on two classes and removed them from CreditWatch negative.

These downgraded tranches have a total issuance amount of
$7.085 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.
     
At the same time, S&P lowered its ratings on seven tranches from
five U.S. synthetic CDO transactions and removed them from
CreditWatch with negative implications.  The seven U.S. synthetic
CDO tranche ratings have a direct link to the ratings on their
respective reference obligations, which are being lowered as part
of these CDO of ABS rating actions.  The downgraded tranches have
a total issuance amount of $180 million.
     
The 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 1,898 tranches from 463 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, 1,859 ratings from 549 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected CDO tranches represent an issuance amount of
$346.288 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
AMPSS 2007-4 SPC
IV segregated portfolio      Notes      BB         AAA/Watch Neg
AMPSS 2007-4 SPC
I segregated portfolio       Notes      BB         AAA/Watch Neg
AMPSS 2007-4 SPC
II segregated portfolio      Notes      BB         AAA/Watch Neg
AMPSS 2007-4 SPC
III segregated portfolio     Notes      BB         AAA/Watch Neg
Arca Funding 2006-1 Ltd.     II Fd Sr   CC         A+/Watch Neg
Arca Funding 2006-1 Ltd.     III Fd Sr  CC         BB+/Watch Neg
Arca Funding 2006-1 Ltd.     IV Fd Sr   CC         BB/Watch Neg
Arca Funding 2006-1 Ltd.     Super Sr   B-         AAA/Watch Neg
Arca Funding 2006-1 Ltd.     V Fd Mezz  CC         BB-/Watch Neg
Arca Funding 2006-1 Ltd.     VI Fd Mezz CC         B/Watch Neg
Arca Funding 2006-1 Ltd.     VII FdMezz CC         B-/Watch Neg
Arca Funding 2006-1 Ltd.     VIII FdMez CC         CCC/Watch Neg
Cherry Creek CDO II Ltd      A1J        CC         A/Watch Neg
Cherry Creek CDO II Ltd      A-1S       CCC        AAA/Watch Neg
Cherry Creek CDO II Ltd      A2         CC         BBB/Watch Neg
Cherry Creek CDO II Ltd      A3         CC         B+/Watch Neg
Crystal Cove CDO Ltd.        A1         AAA        AAA/Watch Neg
Crystal Cove CDO Ltd.        A2         A-         AAA/Watch Neg
Crystal Cove CDO Ltd.        B          BB+        AA/Watch Neg
Crystal Cove CDO Ltd.        C1         B-         BBB/Watch Neg
Crystal Cove CDO Ltd.        C2         B-         BBB/Watch Neg
Duke Funding IX Ltd.         A2F        BBB+       AA/Watch Neg
Duke Funding IX Ltd.         A2V        BBB+       AA/Watch Neg
Duke Funding IX Ltd.         A3F        B+         A/Watch Neg
Duke Funding IX Ltd.         A3V        B+         A/Watch Neg
Duke Funding IX Ltd.         B          CCC-       BBB-/Watch Neg
Ixion PLC (HELD 2006-1)      Series 1   BBB        AAA/Watch Neg
Ixion PLC (HELD 2006-1)      Series 2   BBB-       AA/Watch Neg
Ixion PLC (HELD 2006-1)      Series 3   BB         A/Watch Neg
Lacerta ABS CDO 2006-1 Ltd.  A-1        B-         AA/Watch Neg
Lacerta ABS CDO 2006-1 Ltd.  A-2        CCC        BBB+/Watch Neg
Lacerta ABS CDO 2006-1 Ltd.  B          CC         BB-/Watch Neg
Lacerta ABS CDO 2006-1 Ltd.  C          CC         CCC-/Watch Neg
Libertas Preferred
  Funding I Ltd              A-1        A          AAA/Watch Neg
Libertas Preferred
  Funding I Ltd              A-2        BBB-       AAA/Watch Neg
Libertas Preferred
  Funding I Ltd              B          BB         AA/Watch Neg
Libertas Preferred
  Funding I Ltd              C          BB-        AA-/Watch Neg
Libertas Preferred
  Funding I Ltd              D          B-         A/Watch Neg
Libertas Preferred
  Funding I Ltd              E          CCC        BBB/Watch Neg
Libertas Preferred
  Funding I Ltd              F          CCC-       BBB-/Watch Neg
Libertas Preferred
  Funding I Ltd              G          CC         BB+/Watch Neg
Libertas Preferred
  Funding V Ltd              A-1        B-         AAA/Watch Neg
Libertas Preferred
  Funding V Ltd              A-2        CCC+       AAA/Watch Neg
Libertas Preferred
  Funding V Ltd              A-3        CCC        AAA/Watch Neg
Libertas Preferred
  Funding V Ltd              B          CCC-       AA/Watch Neg
Libertas Preferred
  Funding V Ltd              C          CCC-       A/Watch Neg
Libertas Preferred
  Funding V Ltd              D          CC         BBB/Watch Neg
Libertas Preferred
  Funding V Ltd              E          CC         BBB-/Watch Neg
Libertas Preferred
  Funding V Ltd              X          BB         AAA/Watch Neg
TABS 2006-6 Ltd.             A1J        CC         BB/Watch Neg
TABS 2006-6 Ltd.             A1S        CCC-       AAA/Watch Neg
Vertical Virgo 2006-1 Ltd.   A1J        B-         AAA/Watch Neg
Vertical Virgo 2006-1 Ltd.   A-1S       BB         AAA/Watch Neg
Vertical Virgo 2006-1 Ltd.   A2         CCC-       AA/Watch Neg
Vertical Virgo 2006-1 Ltd.   A3         CC         A/Watch Neg
Vertical Virgo 2006-1 Ltd.   B1         CC         BBB+/Watch Neg
Vertical Virgo 2006-1 Ltd.   B2         CC         BBB/Watch Neg
Vertical Virgo 2006-1 Ltd.   B3         CC         BBB-/Watch Neg
Vertical Virgo 2006-1 Ltd.   I Sub Nts  CC         BBB/Watch Neg
Vertical Virgo 2006-1 Ltd.   II Sub Nts CC         BBB-/Watch Neg
Whately CDO I Ltd.           A-1A       AAA        AAA/Watch Neg
Whately CDO I Ltd.           A-1BF      A+         AAA/Watch Neg
Whately CDO I Ltd.           A-1BV      A+         AAA/Watch Neg
Whately CDO I Ltd.           A-2        BB+        AA/Watch Neg
Whately CDO I Ltd.           A-3        B+         A/Watch Neg
Whately CDO I Ltd.           B-F        CC         BBB/Watch Neg
Whately CDO I Ltd.           B-V        CC         BBB/Watch Neg
Whately CDO I Ltd.           Combo A    CC         BBB/Watch Neg

                   Other Outstanding Ratings

      Transaction                          Class        Rating
      -----------                          -----        ------
      Cherry Creek CDO II Ltd              B            CC
      Cherry Creek CDO II Ltd              C            CC
      Duke Funding IX Ltd.                 A1           AAA
      Lacerta ABS CDO 2006-1 Ltd.          D            CC
      Lacerta ABS CDO 2006-1 Ltd.          E            CC
      TABS 2006-6 Ltd.                     A2           CC
      TABS 2006-6 Ltd.                     A3           CC
      TABS 2006-6 Ltd.                     B1           CC
      TABS 2006-6 Ltd.                     B2           CC
      TABS 2006-6 Ltd.                     B3           CC
      TABS 2006-6 Ltd.                     C            CC
      TABS 2006-6 Ltd.                     I Sub Nts    CC


* Six Attorneys Leave Saul Ewing for Cole Schotz Practice
---------------------------------------------------------
Saul Ewing LLP will have six less attorneys in its ranks, Caryn
Tamber of The Daily Record reports.  The counsel will transfer to
Cole, Schotz, Meisel, Forman & Leonard P.A., forming new offices
in Wilmington and Baltimore.

Moving to Cole Schotz's new Wilmington office are Norman L.
Pernick, Esq., J. Kate Stickles, Esq., and Michael F. Bonkowski,
Esq., while Irving E. Walker, Esq., Gary H. Leibowitz, Esq., and
associate David Dean, Esq. have agreed to practice in the firm's
Baltimore office.  These attorney will start working with the firm
on March 1, says the Daily Record.

The attorneys are leaving Saul Ewing since they are concerned that
conflicts of interests will rise up as the firm expands, the Daily
Record relates.

"Our largest referral sources are the very large firms that do
have those conflicts and that bring us in to act as lead
bankruptcy counsel or as conflict counsel," the Daily Record
quotes Irving E. Walker, Esq., Saul Ewing's vice-chairman of
bankruptcy practice, as saying.

"The bigger Saul Ewing gets and the more banks they want to take
on, we don't want to hold them back," he added.

Mssrs. Pernick, Stickles, Walker, Leibowitz and Dean 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.

                        About Cole Schotz

Cole, Schotz, Meisel, Forman & Leonard P.A. --
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.

                         About Saul Ewing

Saul Ewing LLP -- http://www.saul.com/-- is a full service law
firm with 275 lawyers in nine offices in Pennsylvania, Maryland,
New Jersey, Delaware, New York and the District of Columbia.  The
firm serves businesses throughout the United States and
internationally, including recognizable names in corporate
America, exciting start-ups and an array of closely held and
privately held companies, as well as nonprofits, governmental and
educational entities.  Saul Ewing's departments include, among
others, bankruptcy and restructuring, business, environmental,
litigation, and real estate.


* Senator Harry Reid to Defy Bush Veto on Foreclosure Bill
----------------------------------------------------------
Reuters reports that U.S. Senate Majority Leader Harry Reid said
on Wednesday he will defy a threat by President George W. Bush to
veto a proposed bill curbing rising foreclosures by changing
changing bankruptcy law.  The proposed legislation allows
bankruptcy judges to erase mortgage debt and provide refinancing
to rehabilitate abandoned properties.

The bill is before the Senate for voting.  The Foreclosure
Prevention Act of 2008 is being co-sponsored by Senators Frank
Lautenburg, a New Jersey Democrat, and Ken Salazar, a Colorado
Democrat.  The Foreclosure Prevention Act would give bankruptcy
court judges the authority to reduce a homeowner's mortgage
payment.  The bill would allow Housing Finance Agencies to issue
up to $10 billion in bonds to raise money that would be used to
help owners refinance their loans.

The Associated Press reports that Virginia Governor Tim Kaine is
pushing legislation aimed at helping homeowners at risk of
foreclosure.

Gov. Kaine's proposal would require lenders to send delinquent
borrowers a notice at least 10 days before sending a notice of
final acceleration.  In the meantime, the borrower can request an
additional 30 days to come up with a plan to save his home.

The New York Times reports that accross the nation, local
governments are also considering various proposals to help
homeowners facing foreclosure, including loan assistance, to help
lessen the econmomic fallout as a result of the crisis in the
housing sector.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Masters Developments Properties, L.L.C.
   Bankr. D. Ariz. Case No. 08-01551
      Chapter 11 Petition filed February 20, 2008
         See http://bankrupt.com/misc/azb08-01551.pdf

In Re Greentree Midwest, Inc., d.b.a. Bockman Brothers Jewelers
   Bankr. N.D. Ill. Case No. 08-03891
      Chapter 11 Petition filed February 20, 2008
         See http://bankrupt.com/misc/ilnb08-03891.pdf

In Re Upright Trucking, Inc.
   Bankr. E.D. Mich. Case No. 08-30609
      Chapter 11 Petition filed February 20, 2008
         See http://bankrupt.com/misc/mieb08-30609.pdf

In Re River Oaks, L.L.C.
   Bankr. E.D. Va. Case No. 08-10780
      Chapter 11 Petition filed February 20, 2008
         Filed as Pro Se

In Re Jack Albert Nissin
   Bankr. N.D. Calif. Case No. 08-30265
      Chapter 11 Petition filed February 20, 2008
         Filed as Pro Se

In Re 800 Chestnut Ridge Associates
   Bankr. S.D. N.Y. Case No. 08-22230
      Chapter 11 Petition filed February 20, 2008
         Filed as Pro Se

In Re Chris C. Edwards & Kari L. Edwards
   Bankr. E.D. Va. Case No. 08-30766
      Chapter 11 Petition filed February 20, 2008
         See http://bankrupt.com/misc/vaeb08-30766.pdf

In Re Blubison, L.L.C.
   Bankr. D. Ariz. Case No. 08-01601
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/azb08-01601.pdf

In Re Bailey Timber Co., Inc.
   Bankr. N.D. Fla. Case No. 08-40109
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/flnb08-40109.pdf

In Re Seeds of Greatness Child Development Center, Inc.
   Bankr. N.D. Ga. Case No. 08-63165
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/ganb08-63165.pdf

In Re Morgan's Bus Tours, Inc.
   Bankr. D. Md. Case No. 08-12416
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/mdb08-12416.pdf

In Re Greater Midwestern Hospitality Group, Inc.
   Bankr. D. Minn. Case No. 08-30715
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/mnb08-30715.pdf

In Re Milford Transportation Co., Inc.
   Bankr. D. N.H. Case No. 08-10436
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/nhb08-10436.pdf

In Re Eastern Sunshine Properties, L.L.C.
   Bankr. S.D. N.Y. Case No. 08-35307
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/nysb08-35307.pdf

In Re Kenton Trace Technologies, L.L.C., aka K.T.T.
   Bankr. S.D. Ohio Case No. 08-30700
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/ohsb08-30700.pdf

In Re E.&M. Cleaning, Inc.
   Bankr. E.D. Penn. Case No. 08-11221
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/paeb08-11221.pdf

In Re Nick DeFilippis, dba Nick's Italian Restaurant &
Gina Defilippis
   Bankr. M.D. Tenn. Case No. 08-01397
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/tnmb08-01397.pdf

In Re Dynasty Cheer, Inc.
   Bankr. N.D. Tex. Case No. 08-30833
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/txnb08-30833.pdf

In Re Cleburne & T.M., L.P.
   Bankr. N.D. Tex. Case No. 08-30840
      Chapter 11 Petition filed February 21, 2008
         See http://bankrupt.com/misc/txnb08-30840.pdf

In Re D.&M. Jewelry, Inc.
   Bankr. N.D. Ill. Case No. 08-04130
      Chapter 11 Petition filed February 22, 2008
         See http://bankrupt.com/misc/ilnb08-04130.pdf

In Re Y.D. Consulting, Inc.
   Bankr. N.D. Ill. Case No. 08-04135
      Chapter 11 Petition filed February 22, 2008
         See http://bankrupt.com/misc/ilnb08-04135.pdf

In Re Manetas, Inc.
   Bankr. D. Mass. Case No. 08-11202
      Chapter 11 Petition filed February 22, 2008
         See http://bankrupt.com/misc/mab08-11202.pdf

In Re Tawanna Brann
   Bankr. W.D. Mich. Case No. 08-01483
      Chapter 11 Petition filed February 22, 2008
         Filed as Pro Se

In Re Donna Gean Rowen
   Bankr. E.D. Calif. Case No. 08-90251
      Chapter 11 Petition filed February 22, 2008
         Filed as Pro Se

In Re R.&D. Enterprise, Inc.
   Bankr. M.D. Tenn. Case No. 08-01469
      Chapter 11 Petition filed February 22, 2008
         See http://bankrupt.com/misc/tnmb08-01469.pdf

In Re Crabbers, L.L.C.
   Bankr. E.D. Va. Case No. 08-50197
      Chapter 11 Petition filed February 22, 2008
         See http://bankrupt.com/misc/vaeb08-50197.pdf

In Re C.W.D. Enterprises, L.L.C.
   Bankr. E.D. Mich. Case No. 08-30666
      Chapter 11 Petition filed February 24, 2008
         See http://bankrupt.com/misc/mieb08-30666.pdf

In Re Center Chevrolet, Inc.
   Bankr. C.D. Calif. Case No. 08-11862
      Chapter 11 Petition filed February 25, 2008
         See http://bankrupt.com/misc/cacb08-11862.pdf

In Re Power House Church of God in Christ
   Bankr. C.D. Calif. Case No. 08-11873
      Chapter 11 Petition filed February 25, 2008
         See http://bankrupt.com/misc/cacb08-11873.pdf

In Re B.R.L. Management L.L.C.
   Bankr. E.D. N.Y. Case No. 08-41030
      Chapter 11 Petition filed February 25, 2008
         See http://bankrupt.com/misc/nyeb08-41030.pdf

In Re Benjamin B. Senkyk, dba Lighthouse Liquors
   Bankr. S.D. N.Y. Case No. 08-10619
      Chapter 11 Petition filed February 25, 2008
         See http://bankrupt.com/misc/nysb08-10619.pdf

In Re Fairport Village Coffee, L.L.C., fka f/n/a Michael J.
Ferrante, L.L.C.
   Bankr. W.D. N.Y. Case No. 08-20401
      Chapter 11 Petition filed February 25, 2008
         See http://bankrupt.com/misc/nywb08-20401.pdf

In Re John J. Baruth
   Bankr. N.D. Ohio Case No. 08-11234
      Chapter 11 Petition filed February 25, 2008
         See http://bankrupt.com/misc/ohnb08-11234.pdf

In Re Mid-Florida Trust and Properties, Inc.
   Bankr. M.D. Fla. Case No. 08-00956
      Chapter 11 Petition filed February 25, 2008
         Filed as Pro Se

In Re Marion Larrea, III
   Bankr. N.D. Calif. Case No. 08-50820
      Chapter 11 Petition filed February 25, 2008
         Filed as Pro Se

In Re Superior Bedrooms, Inc., dba Superior Furniture
   Bankr. N.D. Fla. Case No. 08-30254
      Chapter 11 Petition filed February 26, 2008
         See http://bankrupt.com/misc/flnb08-30254.pdf

In Re John B. Cox
   Bankr. W.D. Penn. Case No. 08-21095
      Chapter 11 Petition filed February 26, 2008
         See http://bankrupt.com/misc/pawb08-21095.pdf

In Re Jeff Allan McCoon
   Bankr. E.D. Calif. Case No. 08-10964
      Chapter 11 Petition filed February 26, 2008
         Filed as Pro Se

In Re Modesto Emerald City, L.L.C.
   Bankr. E.D. Calif. Case No. 08-22174
      Chapter 11 Petition filed February 26, 2008
         Filed as Pro Se

In Re Berryessa Mercantile, L.L.C.
   Bankr. N.D. Calif. Case No. 08-30311
      Chapter 11 Petition filed February 26, 2008
         Filed as Pro Se

In Re Arnie Avina, aka Avina Interna, Inc.
   Bankr. C.D. Calif. Case No. 08-12420
      Chapter 11 Petition filed February 26, 2008
         Filed as Pro Se

In Re J.A.B. Plastic Products Corp.
   Bankr. W.D. Tex. Case No. 08-50518
      Chapter 11 Petition filed February 26, 2008
         See http://bankrupt.com/misc/txwb08-50518.pdf

In Re Mantooth & Mobley, Inc.
   Bankr. E.D. Va. Case No. 08-50217
      Chapter 11 Petition filed February 26, 2008
         See http://bankrupt.com/misc/vaeb08-50217.pdf

                             *********

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.

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