TCR_Public/080303.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, March 3, 2008, Vol. 12, No. 53

                             Headlines

44 BRUSHY NECK: Voluntary Chapter 11 Case Summary
1025 ROUTE 17M: Case Summary & Five Largest Unsecured Creditors
AAMES MORTGAGE: Adverse Performance Cues S&P's Rating Downgrades
AGILYSIS INC: Amends Credit, Inventory Financing Agreements
ALION SCIENCE: 10Q Filing Delay Cues S&P's Negative Watch Listing

AMBAC FINANCIAL: Moody's Reviews 'Aaa' Rating For Likely Downgrade
AMBAC FINANCIAL: CEO Glad with Moody's Comment; to Cut Dividend
AMBAC FINANCIAL: Receives Subpoena from Massachusetts
AMBAC FINANCIAL: Faces New Competition from Berkshire Unit
AMERICAN AXLE: Union Members Rally to Preserve Well-Paying Jobs

AMERICAN MEDICAL: Moody's Holds B1 Rating; Gives Negative Outlook
AMERICHIP INTERNATIONAL: Completes Acquisition of KSI Machine
AMERIMAC PROPERTIES: Case Summary & Largest Unsecured Creditor
AMERIQUEST MORTGAGE: Two Classes Get S&P's Junk Ratings
ANSLEY PARK: Five Classes of Notes Obtain Moody's Junk Ratings

ASSOCIATED MATERIALS: Names Cynthia L. Sobe Vice Pres.-CFO
ATLANTIC COAST: Case Summary & 20 Largest Unsecured Creditors
AURIGA CDO: Poor Credit Quality Prompts Moody's Rating Downgrades
AXCAN INTERMEDIATE: S&P Puts 'BB-' Rating on $518 Mil. Senior Debt
AXCAN PHARMA: Canada Industry Regulator OKs $1.3 Bil. Sale to TPG

BANC OF AMERICA: Stable Performance Cues Fitch to Affirm Ratings
BAPTIST HEALTH: Moody's Puts 'Ba2' Debt Rating on Watchlist
BMO FINANCIAL: To Write Down CA$495 Million Over Trusts' Mishap
BMO FINANCIAL: Discloses Financial Updates for First Quarter 2008
BMO FINANCIAL: Senior Management Changes to Take Effect March 5

BRETT LONG: Voluntary Chapter 11 Case Summary
BRITT METAL: Case Summary & 18 Largest Unsecured Creditors
CA INC: Will Pay $0.04 Per Share Dividend on March 28
CABLEVISION SYSTEMS: In Talks with Ticketmaster to Buy AEG Stake
CENVEO INC: Expects to File Annual Financial Report on March 13

CENVEO INC: 10K Filing Delay Will Not Affect S&P's 'BB-' Rating
CHARYS HOLDING: Asks Court to Extend Schedules Deadline to June 14
CHARYS HOLDING: Taps Weil Gotshal & Manges as Bankruptcy Counsel
CHARYS HOLDING: Obtains Authority to Employ KCC as Claims Agent
CHASE FUNDING: S&P Chips Rating on Class IM-2 Certificates to 'BB'

CHE TAING: Case Summary & 10 Largest Unsecured Creditors
CNS RESPONSE: Posts $1,008,800 Net Loss in 1st Qtr. Ended Dec. 31
CONSOL ENERGY: Registers Proposed Exchange Offer for CNX Shares
CONSTELLATION BRANDS: Completes $134 Million Sale of Wine Brands
COPELAND LUMBER: Shuts Down Operations and Lays Off 17 Workers

COTT CORP: In Talks with Wal-Mart on Shelf Space Allocation
COTT CORP: Unable to Meet Deadline; Delays Filing of Form 10-K
COTT CORP: Moody's Puts 'B1' Rating on Review for Possible Cut
COUNTRYWIDE FINANCIAL: BofA Urged to Explain Sambol's Appointment
COUNTRYWIDE FINANCIAL: USTP Complains on Alleged Bankruptcy Abuses

CROWN HOLDINGS: Discloses Revisions in Tax Valuation Allowance
CUNY: Hit with High Interest in Auction Rate Bonds; Mulls Options
CYBERCARE INC: Creditors Cry Foul on Disclosure Statement
CATHOLIC CHURCH: Davenport and Panel Want Tort Claims Estimated
CATHOLIC CHURCH: Davenport's Ex-Priest Jailed for Contempt

CATHOLIC CHURCH: Davenport Tells Parishes To Help Pay Settlement
DAVID SCHWARTZ: Case Summary & 8 Largest Unsecured Creditors
DELTA AIR: Pilots Union Poses Threat to Northwest Tie-Up
DELTA FUNDING: S&P Junks Rating on Class M-2 Certificate From 'BB'
DOBI MEDICAL: Judge Gambardella Confirms Chapter 11 Plan

EMISPHERE TECH: Sells Certain Patents to MannKind for $2.5 Million
ENERGAS RESOURCES: Sells Properties in Laurel and Whitley Counties
ENERGY PARTNERS: Weak Productivity Cues Moody's Junk Corp. Rating
ENERSYS INC: Holders Agree to Sell 5 Million Shares Goldman Sachs
ENTRAVISION COMM: Selling Outdoor Advertising Optns. for $100 Mil.

FIRST FRANKLIN: S&P Downgrades Ratings on 29 Classes of Certs.
FIRST FRANKLIN: Fitch Lowers Ratings on $3.5 Billion Certificates
FORD MOTOR: Supplier Navistar Re-Files Breach of Contract Lawsuit
FORTUNOFF: 13 Creditors Request the Return of Goods
FORTUNOFF: Wants to Close Sale Before Paying Rent to El-Kam

FREMONT GENERAL: Audit Completion Delays Annual Report Filing
FRESH DEL MONTE: Earns $179.8 Million in Fiscal Year 2007
GENERAL MOTORS: To Idle More Plants As Supplier's UAW Talks Resume
GENOIL INC: Appoints David A. Johnson to Board of Directors
GENOIL INC: To Conduct $2 Million Private Placement of Units

GO LOGISTICS: Case Summary & 15 Largest Unsecured Creditors
HANGER ORTHOPEDIC: Expands Presence with Five Medical Unit Buyouts
HANLEY WOOD: S&P Changes Outlook to Negative on Weak Operations
HE&PG REALTY: Case Summary & 12 Largest Unsecured Creditors
HHGREGG INC: Moody's Lifts Corp. Family Rating to 'Ba3' From 'B1'

IMPAC MORTGAGE: Board Appoints Todd Taylor as Interim CFO
INDEPENDENCE V: Moody's Downgrades Ratings on Weak Credit Quality
INSMED INC: Securities Listing Transferred to Nasdaq Capital
INTEGRATED HEALTHCARE: Has $47.1 Million Equity Deficit at Dec. 31
INTEGRATED SECURITY: Dec. 31 Balance Sheet Upside-Down by $10.7 M.

IAC/INTERACTIVECORP: Unit Teams with Cablevision to Buy AEG Stake
INTERSTATE HOTELS: To Correct Errors in Financial Statement
ISTAR FINANCIAL: Moody's Confirms Preferred Stock Rating at 'Ba1'
JP MORGAN: Fitch Downgrades Ratings on $3.8 Billion Certificates
JPMORGAN AUTO: Fitch Affirms 'BB' Rating on Asset-Backed Certs.

KEITH SCHEINBLUM: Case Summary & 10 Largest Unsecured Creditors
LAMAR ADVERTISING: Inks $100 Mil. Deal to Buy Outdoor Ad Biz
LAWRENCE SALANDER: Judge Denies Bid to be Hired in Auction
LAZARD LTD: Gets Okay for Additional $100 Mil. Share Repurchase
LEVITT AND SONS: 21 Deposit Holders Can File Claims on March 28

LEVITT AND SONS: Wachovia Bank & Debtors Oppose Case Dismissal
LEVITT AND SONS: Phillips and Jordan Wants DIP Order Reversed
LONGRIDGE ABS: Moody's Junks Rating on $85 Mil. Notes From 'Aaa'
M-1 SPC: Moody's Withdraws 'Ba2' Rating on Amendment Execution
MARK KIZZIA: Case Summary & 19 Largest Unsecured Creditors

MEDIANEWS GROUP: S&P Assigns 'B' Rating on Negative CreditWatch
MEDICOR LTD: Mediation with Southwest Receiver Set for March 26
MERIDIAN BAINBRIDGE: Voluntary Chapter 11 Case Summary
MEZZ CAP: Fitch Holds 'B' Rating on $3.9 Million Class H Certs.
NASDAQ OMX: Names New Board of Directors

NATIONAL CITY: Fitch Rates Two Certificate Classes at B
NATIONWIDE HEALTH: David Snyder Resigns as VP and Controller
NAVISTAR INTERNATIONAL: Re-Files Breach of Contract vs. Ford Motor
NEWPARK RESOURCES: Moody's Vacates All Ratings on Business Reasons
NORTHWEST AIR: Pilots Union Poses Threat to Delta Air Tie-Up

NOTIFY TECH: December 31 Balance Sheet Upside-Down by $1,065,812
NUTRITIONAL SOURCING: Exclusive Plan Filing Period Extended
NUTRITIONAL SOURCING: Court Approves Sale Bidding Procedure
OMEGA HEALTHCARE: Fitch Withdraws Ratings with Stable Outlook
ORBIT BRANDS: Court Dismisses Chapter 11 Bankruptcy Case

PACIFIC LUMBER: Bank of New York Files Amended Chapter 11 Plan
PACIFIC LUMBER: Various Parties Attack Panel Disclosure Statement
PACIFIC LUMBER: BoNY Wants Voting for PALCO Plan Cancelled
PACIFIC LUMBER: BofA Blocks Move to Increase SAR Withdrawals Cap
PACKAGING CORP: Moody's Upgrades Senior Debt Ratings From 'Ba1'

PAINE WEBBER: Moody's Confirms Junk Ratings on Two Cert. Classes
PINNACLE WEST: Voluntary Chapter 11 Case Summary
PLAINS EXPLORATION: Earnings Down to $80MM in Qtr. Ended Dec. 31
PROPEX INC: Section 341 Meeting of Creditor Scheduled for March 11
PROPEX INC: Wants Court Nod on Sale Procedures of Dalton Property

PROPEX INC: Wants Court Nod on Sale Procedures of Dalton Property
PROVIDENTIAL HOLDINGS: Inks Business Deal with Russia's CCIC
QUIGLEY CO: Judge Allows All Asbestos Claimants to Vote on Plan
REAL ESTATE ASSET: Moody's Keeps Low-B Ratings on 6 Cert. Classes
RH DONNELLEY: Fitch Not Concerned on "Operating Softness"

RORY SCOTT: Case Summary & 12 Largest Unsecured Creditors
SAINT VINCENT: Inks Pact with Highland to Extend Lien Period
SALANDER-O'REILLY: Judge Denies Owner's Bid to be Hired in Auction
SARAH TRICARICO: Case Summary & Three Largest Unsecured Creditors
SCHOONER TRUST: Moody's Confirms Low-B Ratings on Six Classes

SEARS HOLDINGS: Restoration Deems Merger Proposal Inferior
SENTINEL MANAGEMENT: Balks at $6.1 Million in Professionals' Fees
SOLUTIA INC: Obtains Court's Nod on Akzo Nobel Settlement Pact
SOLUTIA INC: Can Assume Wal-Mart Contracts Under Terms of Plan
SOLUTIA INC: Can Pay DTE $773,364 to Cure PrePetition Default

SOLUTIA INC: Moody's Designates 'B2' Rating on $400 Mil. Facility
SPRINT NEXTEL: Offers New Service Plan Amid Huge 4th Quarter Loss
STALLION OILFIELD: Tight Liquidity Prompts S&P's Negative Outlook
STRUCTURED ASSET: Moody's Downgrades Ratings on 23 Cert. Classes
TAXABLE WORLD: Moody's Downgrades Ratings on Revenue Bonds to Ba1

TRICOM SA: Files for Bankruptcy Protection in New York
TRICOM SA: Case Summary & 14 Largest Unsecured Creditors
TENET HEALTHCARE: Posts $75 Mil. Net Loss in 2007 Fourth Quarter
TOUSA INC: Subsidiary Enters Into Joint Venture with Wells Fargo
TOUSA INC: To Sell Note to PRN Real Estate for $13,500,000

TOUSA INC: To Pay $4-Mil. in Deferred Compensation Obligations
TOUSA INC: Asks Court to Approve Berkowitz Amended Agreement
TOUSA INC: Fitch Withdraws Default and Junk Ratings
UNITED SUBCONTRACTORS: Moody's Junks Ratings on Liquidity Concerns
UTIX GROUP: Jonathan Adams Steps Down as Board Co-Chairman

VIKING DRILLING: Files for Bankruptcy Amid Cost Overruns
VIKING DRILLING: Case Summary & 95 Largest Unsecured Creditors
WACHOVIA MORTGAGE: Three Classes of Certs. Get S&P's Junk Ratings
WASTE SERVICES: Selling Jacksonville Assets to ADS for $58 Mil.
WELLMAN INC: U.S. Trustee Sets March 10 Meeting to Form Committees

WELLMAN INC: Wants to Employ Lazard Freres as Financial Advisor
WELLS FARGO: Fitch Assigns 'B' Rating on $440,000 Class B-5 Certs.

* S&P Downgrades 74 Tranches' Ratings From 13 Cash Flows and CDOs

* Defaults on Privately Insured Mortgages Rose 31% in January

* FTC Chairman Deborah Platt Majoras to Leave FTC in Late March

* BOND PRICING: For the Week of Feb. 25 - Feb. 29, 2008

                             *********

44 BRUSHY NECK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 44 Brushy Neck, Ltd.
        100 Mill Road
        West Hampton Beach, NY 11978

Bankruptcy Case No.: 08-41124

Chapter 11 Petition Date: February 28, 2008

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Joseph J. Fontanetta, Esq.
                     (jfontesq@verizon.net)
                  484 West Main Street
                  Babylon, NY 11702
                  Tel: (631) 661-3540
                  Fax: (631) 661-2722

Total Assets: $2,200,000

Total Debts:  $1,844,848

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


1025 ROUTE 17M: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 1025 Route 17M, LLC
        10 Lizensk Boulevard, Unit 301
        Monroe, NY 10950

Bankruptcy Case No.: 08-35351

Type of Business: The Debtor owns real estate.

Chapter 11 Petition Date: February 28, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Robert S. Lewis, Esq.
                     (lewlaw1@aol.com)
                  53 Burd Street
                  Nyack, NY 10960
                  Tel: (845) 358-7100
                  Fax: (845) 353-6943

Total Assets: $3,500,000

Total Debts:  $3,429,848

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Allstate Interiors, Inc.       Trade debt            $58,160
Welby, Grady & Greenblatt
11 Martine Avenue, 15th Floor
White Plains, NY 10606

Paul Neberasky Plumbing &      Trade debt            $36,041
Heating
1019 Route 17M
Monroe, NY 10950

Fabricant & Lippman            Trade debt            $33,299
One Harriman Square
P.O. Box 60
Goshen, NY 10924

Brooker Engineering, PLLC      Trade debt            $25,648

Landscaping                    Trade debt            $26,700


AAMES MORTGAGE: Adverse Performance Cues S&P's Rating Downgrades
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes issued by Aames Mortgage Trust 2001-3 and Aames Mortgage
Investment Trust 2004-1 and removed one of the lowered ratings
from CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on 21 classes from four Aames transactions.
     
The downgrades reflect continuous adverse pool performance, which
has eroded available credit support during recent months.  As of
the January 2008 remittance report, cumulative losses for series
2001-3 were $12.15 million while serious delinquencies (90-plus
days, foreclosures, and REOs) were $2.607 million.  For series
2004-1, cumulative losses were $14.9 million, while serious
delinquencies were $46.68 million.  For both series, losses have
outpaced excess interest for eight of the most recent 12 months.
     
Current and projected credit support percentages are sufficient to
support the affirmed ratings at their current levels.
     
Overcollateralization, excess spread, and subordination provide
credit support for these deals.  The underlying collateral
originally consisted of subprime fixed- and adjustable-rate first
and second liens on owner-occupied one- to four-family residential
properties.

        Rating Lowered and Removed From CreditWatch Negative

                   Aames Mortgage Trust 2001-3   

                                Rating
                                ------
                      Class   To     From
                      -----   --     ----
                      M2      CCC    B/Watch Neg

                         Ratings Lowered

              Aames Mortgage Investment Trust 2004-1

                                  Rating
                                  ------
                      Class     To     From
                      -----     --     ----
                      B1A, B1F  BB     BBB+
                      B2        B      BBB
                      B3        CCC    BBB-

                         Ratings Affirmed

                       Aames Mortgage Trust

                    Series   Class       Rating
                    ------   -----       ------
                    2001-1   A-1, A-2    AAA
                    2001-1   M-1         AA+
                    2001-1   M-2         A
                    2002-2   A-1, A-2    AAA
                    2002-2   M-1         AA+
                    2002-2   M-2         AA
                    2002-2   M-3         A
                    2002-2   B           BBB
                    2001-3   A-1, A-IO   AAA
                    2001-3   M-1         AA+

              Aames Mortgage Investment Trust 2004-1
             
                         Class   Rating
                         -----   ------
                         M2      AA+
                         M3, M4  AA
                         M5      AA-
                         M6      A+
                         M7      A
                         M8      A-   
                         M9      BBB+


AGILYSIS INC: Amends Credit, Inventory Financing Agreements
-----------------------------------------------------------
On Feb. 21, 2008, Agilysys Inc. entered into a Fourth Amendment
Agreement to its Credit Agreement, dated Oct. 18, 2005.  The
Credit Agreement provides for loans and letters of credit
aggregating to $200 million, including a $20 million sub-facility
for letters of credit issued by LaSalle Bank National Association
or one of its affiliates and a $20 million sub-facility for
swingline loans, which are short-term loans generally used for
working capital requirements.

The Fourth Amendment replaced the definitions of Agreement for
Inventory Financing, Consolidated Fixed Charges, Consolidated
Funded Indebtedness, Excluded Subsidiary, Leverage Ratio,
Liquidity Ratio, Material Indebtedness Agreement, and Permitted
Foreign Subsidiary Loans and Investments.  

The Fourth Amendment also provides that the company's Fixed Charge
Coverage Ratio cannot be less than 1.20 to 1.00, the company's
Leverage Ratio cannot exceed 2.80 to 1.00, and for certain
Consolidated Net Worth requirements for the company.  For any
fiscal quarter in which the Leverage Ratio equals or exceeds 2.00
to 1.00, a Liquidity Ratio of at least 1.00 to 1.00 for such
quarter will be applicable as well.  Additionally, the Fourth
Amendment amended Schedule 3 (Guarantors of Payment) to the Credit
Agreement to reflect changes in the company's domestic guarantors
of payment.

The full text of the Fourth Amendment will be filed as an exhibit
to the company's next periodic report in accordance with Item 601
of Regulation S-X which apply to disclosure documents filed with
the Securities and Exchange Commission.

                Agreement for Inventory Financing

On Feb. 22, 2008, the company entered into the Fourth Amended and
Restated Agreement for Inventory Financing with IBM Credit LLC, a
wholly-owned subsidiary of International Business Machines
Corporation.  In addition to providing the Inventory Financing
Agreement, IBM has engaged and may engage as a primary supplier to
the company in the ordinary course of business.

Under the Inventory Financing Agreement, the company may finance
the purchase of products from authorized suppliers up to an
aggregate outstanding amount of $145 million.  The Lender may, in
its sole discretion, temporarily increase the amount of the credit
line but in no event shall the amount of the credit line exceed
$250 million.  No finance charges shall accrue on any outstanding
amounts during the free financing period.

The Inventory Financing Agreement contains the same affirmative,
negative, and financial covenants customary as the Credit
Facility.  The Inventory Financing Agreement also contains
customary representations and warranties.

The full text of the Inventory Financing Agreement will be filed
as an exhibit to the company's next periodic report in accordance
with Item 601 of Regulation S-K.

                        About Agilysys Inc.

Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) --
http://www.agilysys.com/-- is one of the distributors and        
resellers of enterprise computer technology solutions.  The
company is delivering complex server and storage hardware,
software and services to resellers, large and medium-sized
corporate customers, well as public-sector clients across a
diverse set of industries.  In addition, the company provides
customer-centric software applications and services focused on the
retail and hospitality markets.  Agilysys has sales offices
throughout the United States and Canada.

                          *     *     *

Standard and Poor's placed Agilysys Inc.'s long-term foreign and
local issuer credit ratings at "BB-" in October 2004.  The ratings
still hold to date.


ALION SCIENCE: 10Q Filing Delay Cues S&P's Negative Watch Listing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Alion
Science and Technology Corp., including the 'B' corporate credit
rating, on CreditWatch with negative implications.
     
The CreditWatch listing follows the company's announcement that it
is delaying the filing of its Form 10-Q for the quarter ended
Dec. 31, 2007, without providing details related to the delay.   
Also, in a separate filing, McLean, Virginia-based Alion Science
announced the resignation of its chief financial officer.
     
"The CreditWatch listing reflects uncertainty regarding the timing
of the company's ability to file its Form 10-Q and our inability
to determine the company's operating and financial performances
during this period," said Standard & Poor's credit analyst David
Tsui.
     
S&P could lower the ratings if the delayed filing triggers any
liquidity events.  Also, since there is very limited cushion
within the current rating, further deterioration in operating
performance could lead to a downgrade.  If Alion Science files its
financial statements without any adverse impact from the late
filing and if operating performance is in line with expectations,
we would affirm the corporate credit rating with a negative
outlook and remove all the ratings from CreditWatch.


AMBAC FINANCIAL: Moody's Reviews 'Aaa' Rating For Likely Downgrade
------------------------------------------------------------------
Moody's Investors Service concluded its analysis of the
residential mortgage and mortgage-related CDO exposures of Ambac
Assurance Corporation, and is continuing a review for possible
downgrade that was initiated on Jan. 16, 2008.  

Based on an updated assessment of Ambac's mortgage risk, Moody's
believes that Ambac's capital exceeds the minimum Aaa standard but
falls below the Aaa target level.  As outlined in Moody's previous
communications with the market about such situations, it is its
practice to evaluate plans the company is pursuing to close the
gap between actual capitalization and target levels, including the
certainty of those plans and the timeframe over which they would
likely be realized.  Ambac is actively pursuing capital
strengthening activities that, if successful, are expected to
result in the company meeting Moody's current estimate of the Aaa
target level.  

Moody's continuing review will focus on both the further
refinement of, and execution of, those capital plans, as well as
on substantive changes that Ambac is implementing to its risk and
operating strategies going forward.

                   Overview of Rating Approach

As outlined in Moody's Rating Methodology for Financial
Guarantors, Moody's evaluated Ambac along five key rating factors:

     1) franchise value and strategy,
     2) insurance portfolio characteristics,
     3) capital adequacy,
     4) profitability, and
     5) financial flexibility.

Of these factors, capital adequacy is given particular emphasis.   
To estimate capital adequacy, Moody's has applied its traditional
portfolio risk model for determining stress losses on the non-
mortgage related portion of Ambac's insured portfolio, and
alternative stress tests for the mortgage and mortgage-related CDO
exposure.  For mortgage-related exposures, stress losses were
estimated using assumptions consistent with a scenario where 2006
subprime first-lien mortgages realize an average of 21% cumulative
pool losses, with other vintages and products stressed
accordingly.  Stress-level losses for RMBS transactions were
assessed on a transaction-by-transaction basis, while loss
estimates for ABS CDOs were derived using a stochastic simulation
model which applied stress to specific underlying collateral
tranches within the CDOs.  Estimated tranche-level losses were
computed based on the structure of those tranches (e.g.,
attachment and detachment points) and estimates of their
performance relative to the average.

Losses estimated under the approach described above were present-
valued to reflect estimates of the payout pattern that would
emerge, based on the collateral type.  For ABS CDOs, consideration
was given to specific contractual features within associated CDS
contracts.  These factors resulted in aggregate present value
discounts to principal loss estimates of approximately 8% for RMBS
and 22% for ABS CDOs.  Non-mortgage risks are discounted within
the portfolio model based on estimates of payout patterns as well.

In view of the expected correlation between the prospective
experience of Ambac and its reinsurers, and given reviews for
possible downgrade of RAM Reinsurance Company Ltd. (Aa3) and
BluePoint Re Limited (Aa3), Moody's has also, for purposes of
estimating capital adequacy, reduced the estimated credit given
for reinsurance in the stress case, to 73%, on average, across the
portfolio.

In comparing estimated stress losses to claims paying resources
and associated rating levels, Moody's combines an estimated loss
distribution for mortgage risks with one for non-mortgage risks,
assuming a correlation between the two that ranges from 90% (for
Aaa) down to 30% (for Baa3).  Claims paying resources are then
compared to the indicated capital need, at the target benchmark
(1.3x required capital).

                Key Rating Factors - Capital Adequacy

Based on the risks in Ambac's portfolio, as assessed by Moody's
according to the approach outlined above, estimated stress-case
losses would approximate $12.1 billion.  This compares to Moody's
estimate of Ambac's claims paying resources of approximately
$13.7 billion, resulting in a total capital ratio of 1.13x, which
exceeds the "minimum" Aaa level, but is short of the 1.3x Aaa
"target" level by about $2 billion.  Moody's further noted that in
the most likely or "expected" scenario, Ambac's insured portfolio
will incur lifetime losses of approximately $4.2 billion in
present value terms, and that Ambac's current claims-paying
resources cover this expected loss estimate by about 3.2x.

        Key Rating Factors - Business and Financial Profile

In Moody's opinion, Ambac's significant exposure to mortgage-
related risk has had consequences for its business and financial
profile beyond the associated impact on capitalization, and
affects Moody's opinion about Ambac's other key rating factors.   
Nonetheless, despite some of the recent challenges faced by the
company related to investor confidence, Moody's believes that
Ambac is better-positioned relative to certain less-established
competitors with respect to business franchise, prospective
profitability and financial flexibility.

With respect to underwriting and risk management, Moody's believes
that Ambac's significant exposure to the mortgage sector is
indicative of a risk posture greater than would be consistent with
a Aaa rating going forward.  The company's participation in
several 2007 vintage CDO-squared transactions, in particular,
contributed to this view.  Moody's expects Ambac to implement
significant changes to its underwriting and risk management
guidelines to reduce volatility in its insured portfolio,
including the exit from certain types of structured finance
business, as well as tighter risk controls around the structured
finance business the company intends to pursue going forward.  In
Moody's opinion, it will be critical for the company to focus on
reducing single risk concentrations across its portfolio.  Moody's
also believes that Ambac's non-core asset management activities,
including GICs and interest rate and total return swaps, place
incremental negative pressure on its ratings.

Prospectively, Ambac's profitability is likely to remain below
historical levels over the near to intermediate term, particularly
given the reduced issuance volumes generally, and investor caution
about financial guarantors with mortgage-related exposures.  It is
uncertain how long this situation will persist.  However, some
earnings stability is provided by Ambac's large in-force
portfolio, which will continue to provide significant premium
revenue even if new business production remains sluggish over the
near term.

The ability of the company to reestablish its strong market
position in the US public finance market will take time.  In
Moody's opinion, however, Ambac's extensive relationships with
issuers, as well as its prominent market position, expertise and
execution capabilities in several market sectors, provide the
company with a good foundation from which to regain market
confidence in the US public finance sector.

In terms of financial flexibility, Ambac, like other financial
guarantors, benefits from its ability to pay claims over an
extended period of time, typically scheduled interest and
principal at maturity.  Moody's has also considered in its rating
review the potential for calls on liquidity at Ambac in the
context of available resources, including the investment profile
of the operating insurance entities and its asset management
activities.  Ambac's financial leverage profile could increase if
incurred losses further erode shareholders' equity.  Additional
debt in the capital structure would increase leverage and place
additional demands on the operating companies to service fixed
charges.  Here, Moody's believes that holding company liquidity is
currently adequate, supported by dividend capacity from Ambac
Assurance Corporation and additional debt service coverage
available through cash and investments held at the holding
company.

   View on Possible Split of Municipal and Structured Businesses

Ambac could elect to pursue public finance and structured finance
businesses through distinct legal entities.  The ratings
appropriate for separate insurers operating under such a strategy
would depend on their specific business and financial
characteristics, including capitalization and underwriting
frameworks.  In this scenario, Moody's believes that the
structured finance guarantor would be more challenged than its
public finance affiliate to maintain a Aaa rating, due to the
relatively greater complexity of risks and higher risk
concentrations evident in that sector of the market.  Those risks
are more muted within a single-company structure where more
granular and lower-risk public finance exposures provide
diversification across risk and time dimensions.

Moody's further believes that guarantors splitting their business
among distinct legal entities might have a greater incentive to
allocate capital in favor of the public sector guarantor, given
the somewhat greater importance attached to Aaa ratings by
customers in that market.  The effect of these structural changes
would likely be to reduce the risk of downgrade for the
guarantor's insured municipal debt and to increase the risk of
downgrade for the insurer's other exposures.

                        Overview of Ambac

Ambac Financial Group Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  For the year ended Dec. 31, 2007, Ambac
reported a net loss of approximately $3.3 billion.  As of Dec. 31,
2007, Ambac had shareholders' equity of approximately
$2.3 billion.


AMBAC FINANCIAL: CEO Glad with Moody's Comment; to Cut Dividend
---------------------------------------------------------------
Ambac Financial Group, Inc. (NYSE: ABK) (Ambac) commented on a
news release by Moody's Investors Service Friday regarding the
conclusion of its analysis of the residential mortgage and
mortgage-related CDO exposures, in connection with its ongoing
review of Ambac's Aaa rating.

Moody's announced, in its release, that Ambac's capital "exceeds
the 'minimum' Aaa standard,  (and that) Ambac is actively pursuing
capital strengthening activities that, if successful, are expected
to result in the Company meeting Moody's current estimate of the
Aaa target level."  In completing this phase of its review,
Moody's also noted that it "believes Ambac is better-positioned
relative to certain less-established competitors with respect to
business franchise, prospective profitability and financial
flexibility."

Michael Callen, Chairman and CEO of Ambac Financial Group,
commented that, "We are pleased with this acknowledgment by
Moody's of the strength of our capital position and our franchise"
and he confirmed that "we are actively pursuing a plan to further
augment our capital resources in order to achieve Moody's' Aaa
target."

Mr. Callen added, "We are undertaking important steps to
strengthen our company and support our ratings. Ambac will reduce
its quarterly dividend from $0.07 to $0.01 per share and suspend
all new structured finance business for the next six months.
Suspending structured finance writings for six months is expected
to free up approximately $600 million in capital."

"In conjunction with this suspension," said Mr. Callen, "we will
discontinue writing business in a number of sectors in the global
structured finance markets where the risk dynamics are not aligned
with our vision of the future of Ambac. Furthermore, we are
discontinuing writing new financial services businesses, including
investment agreements and swaps, except where we are hedging
existing exposures; and we will no longer execute financial
guarantees using credit default swaps. These actions will allow us
to focus our structured and international businesses on low
volatility sectors, where we can generate good risk-adjusted
returns." "Finally," he said, "we have implemented changes to our
underwriting and risk management guidelines and are reviewing our
underwriting criteria, net retention limits and single risk
concentrations."

Mr. Callen concluded, "We are optimistic about the business
opportunities ahead for Ambac, both in municipal finance and in
selected structured finance and international markets, when we
resume that business. We appreciate the support of our
policyholders, shareholders, clients and staff, as well as the
many other parties, both public and private, who have provided
support throughout this period of examination and business
review."

                      About Ambac Financial

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

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

                           *    *    *

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

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


AMBAC FINANCIAL: Receives Subpoena from Massachusetts
-----------------------------------------------------
Ambac Financial Group, Inc. disclosed in regulatory filings with
the Securities and Exchange Commission that it has received
various regulatory inquiries and requests for information,
including a subpoena duces tecum and interrogatories from the
Securities Division of the Office of the Secretary of the
Commonwealth of Massachusetts, dated January 18, 2008, that seeks
certain information and documents concerning "Massachusetts Public
Issuer Bonds."

Ambac also disclosed that the company and certain of its present
and former officers and directors have been named in lawsuits that
allege violations of the federal securities laws or state law.  
Various putative class action suits alleging violations of the
federal securities laws have been filed against the company and
certain of its present or former directors and officers.  The
suits include Reimer v. Ambac Financial Group, Inc., et al. (filed
January 16, 2008 in the United States District Court for the
Southern District of New York, case No. 08-CV-411), which purports
to be brought on behalf of purchasers of Ambac's common stock from
October 19, 2005 to November 26, 2007.  The suit alleges, among
other things, that the defendants issued materially false and
misleading statements regarding the company's business and
financial results related to guarantees of CDO and MBS
transactions.

Three other suits, Babic v. Ambac Financial Group Inc. et al.
(filed February 7, 2008 in the United States District Court for
the Southern District of New York, case No. 08-CV-1273), Parker v.
Ambac Financial Group, Inc. et al (filed February 22, 2008 in the
United States District Court for the Southern District of New
York, case No. 08-CV-1825) and Minneapolis Firefighters' Relief
Association v. Ambac Financial Group, Inc. et al. (filed
February 26, 2008 in the United States District Court for the
Southern District of New York, Case No. 08-CV-1918), make
substantially the same allegations as the Reimer action.

Various shareholder derivative actions have recently been filed
against certain present and former officers and directors of
Ambac, and Ambac as a nominal defendant.  The suits, which are
brought purportedly on behalf of the company, are in many ways
similar and allege violations of law for conduct occurring between
October 2005 and the present regarding, among other things, the
company's guarantees of CDO and MBS transactions and defendants'
alleged insider trading on non-public information.

                      About Ambac Financial

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

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

                           *    *    *

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

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


AMBAC FINANCIAL: Faces New Competition from Berkshire Unit
----------------------------------------------------------
MBIA Inc., and Ambac Financial Group, the top U.S. bond insurers,
face new competition from a unit formed by billionaire Warren
Buffett's Berkshire Hathaway Inc., The Wall Street Journal
reports.

Mr. Buffett launched Berkshire Hathaway Assurance Corp. in
December to guarantee municipal bonds.  The unit is swiftly
building market share.

In recent days, ratings firms have bestowed triple-A ratings on
municipal bonds insured by the Berkshire venture, months before
competitors and some analysts predicted, the report says.  On
Friday, WSJ relates, Maryland's insurance department granted
Berkshire a license to do business in that state.  The company
already has guaranteed more than 100 municipal-bond offerings, WSJ
says.

In a separate report, WSJ says investor Wilbur Ross will be
putting in $1,000,000,000 in Assured Guaranty Ltd., the country's
fifth largest bond insurer.  Mr. Ross will get a seat on Assured
Guaranty's board, WSJ says.

According to WSJ, Assured is seen as having the fewest problems
among several bond insurers, and the deal with Mr. Ross is likely
to put more pressure on Ambac and MBIA.

                    About Berkshire Hathaway

Berkshire Hathaway and its subsidiaries engage in diverse business
activities including property and casualty insurance and
reinsurance, utilities and energy, finance, manufacturing,
retailing and services.  Common stock of the company is listed on
the New York Stock Exchange, trading symbols BRK.A and BRK.B.

                          About MBIA

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

As reported in the Troubled Company Reporter on Feb. 28, MBIA
retained top-notch triple A ratings from Standard and Poors and
Moody's Investors Service.

                      About Ambac Financial

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

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

                           *    *    *

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

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


AMERICAN AXLE: Union Members Rally to Preserve Well-Paying Jobs
---------------------------------------------------------------
United Auto Workers union members on strike at American Axle &
Manufacturing Inc. are fighting to preserve well-paying U.S.
manufacturing jobs at the company.

"Our union is a responsible organization, and we've worked through
complex problems at Chrysler LLC, Ford Motor Co., General Motors
Corp., Delphi Corp., Dana Corp. and other companies," UAW
President Ron Gettelfinger said.  "But negotiations can't be a
one-way street."

"We have repeatedly proven that we will work with this company,
during these negotiations and during previous negotiations," UAW
Vice President Jimmy Settles, who directs the union's American
Axle Department, said.

"The plain fact is, the company has not appropriately responded to
our significant and serious proposals, and that's what caused this
labor dispute," Erv Heidbrink, president of UAW Local 2093 said,
representing some 800 UAW members at American Axle's manufacturing
facility in Three Rivers, Michigan.

"Nobody likes a strike," Mr. Heidbrink said, "but the company
continues to make unreasonable and unnecessary demands which
attack our wages, pensions and health care -– and they haven't
provided us the information we need to evaluate their proposals.

"Our members are getting terrific support from all over the UAW
and we're standing strong," Mr. Heidbrink said.  "We're ready for
serious bargaining at any time, and we want to get this dispute
resolved as soon as we can."

American Axle was created in 1994 when GM spun off five U.S.
plants making axles and drive line components, employing
approximately 6,500 UAW members.

Since 1994 industry-leading quality and greatly increased
productivity in UAW-represented facilities has created significant
profits for AAM, leading to expansion of the company to 29
facilities worldwide.  But operations at facilities in North
America covered by the UAW American Axle master agreement have
been reduced, now employing approximately 3,500 workers.

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Standard & Poor's Ratings Services said that its ratings on
American Axle and Manufacturing Holdings Inc. (BB/Negative/--) are
not immediately affected by reports that the UAW elected to
conduct a work stoppage at the expiration of its four-year master
labor agreement with American Axle.  

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


AMERICAN MEDICAL: Moody's Holds B1 Rating; Gives Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and
probability of default rating of American Medical Systems
Holdings, Inc.'s but changed the outlook to negative from stable.  
Concurrently, Moody's downgraded the company's liquidity rating to
SGL 3 from SGL 2.  Notwithstanding improved performance in the
fourth quarter of 2007, the change in outlook to negative reflects
underperformance in recent quarters and weaker than anticipated
credit metrics, as well as senior management uncertainties
following the resignation of the former Chief Executive Officer in
January 2008.  The negative ratings outlook also reflects minimal
tolerance to absorb adverse fluctuations within the current rating
category, the ongoing potential for execution risk, as well as
Moody's expectation of limited cushions under the company's
revised financial covenants.

The SGL-3 Speculative Grade Liquidity rating reflects Moody's
expectation of adequate near term liquidity.  Moody's expectation
is that internally generated cash flow, along with cash on hand,
should be sufficient to fund the company's ongoing operational
needs, capital expenditures and modest mandatory debt amortization
over the next four quarters.

The ratings are constrained by high ongoing financial leverage
following the 2006 debt-financed acquisition of Laserscope, the
absence of scale relative to larger competitors and the company's
acquisitive growth strategy.  The ratings benefit from organic
double digit growth rates in revenue across most product lines and
relatively low maintenance capital expenditures, which give rise
to substantively positive free cash flow generation in relation to
debt levels.  Also, despite continuing integration challenges and
increased sales and marketing costs with respect to Laserscope,
the potential for incremental savings in raw materials and
manufacturing efficiencies remains.

Moody's affirmed these ratings:

  -- Corporate Family Rating, rated B1;

  -- Probability of Default Rating, rated B1;

  -- $65 million senior secured revolver due 2012, rated Ba2
     (LGD2, 21%);

  -- $314 million senior secured term loan B due 2012, rated Ba2
     (LGD2, 21%);

  -- $374 million convertible senior subordinated notes due 2036,
     rated B3 (LGD5, 77%);

The ratings outlook is negative.

Moody's also downgraded the Speculative Grade Liquidity Rating to
SGL 3 from SGL 2.

American Medical Systems Inc., headquartered in Minnetonka,
Minnesota, develops and delivers innovative medical solutions to
target patients and physicians (primarily urologists,
gynecologists, urogynecologists and colorectal surgeons) treating
men's and women's pelvic health conditions.  For fiscal 2007, the
company reported sales of approximately $464 million.


AMERICHIP INTERNATIONAL: Completes Acquisition of KSI Machine
-------------------------------------------------------------
AmeriChip International Inc. completed on Feb. 15, 2007 the
purchase of all the issued and outstanding common stock of KSI
Machine and Engineering Inc. of Clinton Township, Michigan,
pursuant to the terms and condition of a letter of intent signed
Dec. 7, 2004.

KSI suplies machining large industrial castings and molds for the
automotive and aerospace industries utilizing state of the art CNC
machinery.

The stock purchase was for an aggregate consideration of
$3.2 million.  During the year ended Nov. 30, 2004, the company
paid a deposit of $50,000.  On Dec. 7, 2004, the company paid an
additional $100,000.  On Oct. 6, 2005, the company paid an
additional $30,000.  On Nov. 7, 2005, the company paid an
additional $20,000.

The company has re-financed the equipment owned by KSI through
People's State Bank in the amount $1,600,000 and the Small
Business Administration in the amount of $1,280,000 for an
aggregate $2,880,000.

                  About AmeriChip International

Based in Clinton Township, Michigan, AmeriChip  International Inc.
(OTC BB: ACHI.OB) --  http://www.americhiplacc.com/-- holds a  
patented technology known as Laser Assisted Chip Control, which
can be used to re-engineer the manufacturing process for
industrial metal machining applications.  

                     Going Concern Disclaimer

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Americhip International Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Nov. 30, 2007.  The auditing firm pointed to the company's
recurring losses from operations.


AMERIMAC PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Amerimac Properties, L.L.C.
        287 So. Indiana Avenue
        Englewood, FL 34223

Bankruptcy Case No.: 08-02568

Chapter 11 Petition Date: February 28, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: L. Murray Fitzhugh, Esq.
                     (lmurrayfitzhugh@yahoo.com)
                  2167 S Tamiami Trail
                  Venice, FL 34293
                  Tel: (941) 493-6577

Total Assets: $1,600,000

Total Debts:    $730,000

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Jovan Ignatovski               loan with             $115,000
Attention: Gregg Horowitz      repayment from the
P.O. Box 2927                  sale of property
Sarasota, FL 34230             described in
                               Schedule A


AMERIQUEST MORTGAGE: Two Classes Get S&P's Junk Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of asset-backed pass-through certificates from Ameriquest
Mortgage Securities Inc.'s series 2002-AR1.  Concurrently, S&P
affirmed its rating on class M-1.
     
The downgrades reflect recent collateral performance that has
continuously eroded available credit support.  As of the January
2008 remittance period, cumulative losses on series 2002-AR1 were
1.73% of the original principal balance.  Serious delinquencies
(90-plus days, foreclosures, and REOs) were $5.081 million, about
three times the current overcollateralization (O/C), which is
substantially below its $2.7 million target.  Realized losses have
outpaced average excess interest for nine of the 12 most recent
months.
     
S&P affirmed its rating on class M-1 because current and projected
credit support percentages are sufficient for the current rating
level.
     
O/C, excess spread, and subordination provide credit enhancement
for this transaction.  At issuance, the collateral backing the
deal consisted of subprime, fixed- and adjustable-rate, fully
amortizing first-lien mortgage loans secured by one- to four-
family residential properties.

                          Ratings Lowered

        Ameriquest Mortgage Securities Inc. series 2002-AR1

                                  Rating
                                  ------
                       Class   To       From
                       -----   --       ----
                       M-2     BBB      A
                       M-3     CCC      B
                       M-4     CCC      B

                          Rating Affirmed

        Ameriquest Mortgage Securities Inc. series 2002-AR1

                         Class   Rating
                         -----   ------
                         M-1     AAA


ANSLEY PARK: Five Classes of Notes Obtain Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Ansley Park ABS CDO, Ltd., and left on review for
possible further rating action the rating of one of these classes
of notes.  The notes affected by this rating action are:

Class Description: $11,150,000 Class X Senior Secured Notes Due
2046

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

Class Description: $450,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B3, on review with future direction uncertain

Class Description: $98,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $27,500,000 Class B Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $9,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2046

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

Class Description: $8,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on Nov. 6, 2007, of an event of default caused by a
failure of the ratio, calculated by dividing the Net Outstanding
Portfolio Collateral Balance by the Aggregate Outstanding Amount
of the Class A Notes, to equal or exceed 100%, pursuant to Section
5.01(i) of the Indenture dated Dec. 20, 2006.  This event of
default is still continuing. Ansley Park ABS CDO, Ltd. is a
collateralized debt obligation backed primarily by a portfolio of
RMBS securities and CDO securities.

As provided in Section 5 of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard the Trustee reports that a majority of the Controlling
Class has declared the aggregate outstanding amount of the Notes
and, with respect to the Class X Notes, the redemption price to be
immediately due and payable, together with all of the accrued and
unpaid interest thereon, and to terminate the Reinvestment Period.   
Furthermore, according to the Trustee, a majority of the
Controlling Class has directed the sale and liquidation of the
Collateral in accordance with relevant provisions of the
transaction documents.

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

Moody's explained that the rating of the Class X Notes is
downgraded to "C" from "Aaa, on review for possible downgrade",
because this class becomes subordinate to the Class A-1 Notes in
the liquidation Priority of payments.  Moody's does not anticipate
that upon a liquidation holders of the Class X Notes will receive
any distribution of liquidation proceeds.


ASSOCIATED MATERIALS: Names Cynthia L. Sobe Vice Pres.-CFO
----------------------------------------------------------
Associated Materials appointed Cynthia L. Sobe to serve as its
vice president—chief financial officer, treasurer and secretary.  
Ms. Sobe will also hold this office for Associated Materials
Holdings LLC, the company's direct parent company, and for AMH
Holdings LLC and AMH Holdings II Inc., the company's indirect
parent companies.  

Ms. Sobe has been with the company since 2001 having served as
vice president—corporate controller until October 2005 and most
recently as vice president—finance.  Ms. Sobe has also been
serving as the company's interim chief financial officer since
September 2007.

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka.
Associated Materials Inc. -- http://www.associatedmaterials.com/  
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

Associated Materials still carries Moody's Investors Service 'Ba3'
Bank Loan Debt and 'B3' Subordinated Debt ratings assigned on
Sept. 22, 2006.  Outlook is stable.


ATLANTIC COAST: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Atlantic Coast Packaging, LLC
        fka East Coast Packaging LLC
        2715 North 7th Street
        Harrisburg, PA 17110

Bankruptcy Case No.: 08-00600

Type of Business: The Debtor provides contract packaging services.  
                  See http://www.fdapackaging.com/.

Chapter 11 Petition Date: February 26, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman
                  30 South 17th Street
                  19th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 564-1700
                  Fax: (215) 564-3066
                  susdin@cohenseglias.com

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
JFC Temps, Inc                                         $432,983
1520 Market Street
Camp Hill, PA 17011

Overlord Partners LLC                                  $149,700
5905 Ramsgate Road
Bethesda, MD 20816

Unistaff                                               $115,112
4724 Chestnut Street
Philadelphia, PA 19139

BrickForce Staffing Inc.                                $93,931

Shadow Canyon                                           $85,000

Packaging Films & Equipment                             $51,005

HRom International                                      $50,977

Mr. Brian McHugh                                        $46,000

Performance Personnel                                   $26,500

Juno Services                                           $21,754

Boles Metzger Brosius & Ritter PC                       $19,521

Wix Wenger & Weidner                                    $17,518

Forklifts, Inc                                          $16,127

Aetna USHealthcare                                      $15,760

Cohen, Seglias, Pallas, Greenhall & Furm                $14,614

The Jay Group, Inc.                                     $10,787

Rapid Pallet Incorporated                                $8,589

Scott Edmonds                                            $8,105

Xpedx                                                    $7,973

Bortek                                                   $6,876


AURIGA CDO: Poor Credit Quality Prompts Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by Auriga CDO Ltd., and left on review for possible
further downgrade the ratings of three of these classes.  The
notes affected by this rating action are:

Class Description: $975,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due January 2047

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

Class Description: $97,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes due January 2047

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

Class Description: $48,000,000 Class A-2B Third Priority Senior
Secured Floating Rate Notes due January 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $64,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due January 2047

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

Class Description: $63,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due January 2047

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

Class Description: $48,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due January 2047

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

Class Description: $42,000,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due January 2047

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

Class Description: $51,000,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes due January 2047

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

Class Description: $28,500,000 Class G Ninth Priority Mezzanine
Secured Deferrable Floating Rate Notes due January 2047

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence as
reported by the Issuer on Feb. 13, 2008, of an event of default
described in Section 5.1(j) of the Indenture dated Dec. 20, 2006.

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

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  In this
regard, Moody's has received notice from the Trustee that it, at
the direction of a majority of the Controlling Class, has declared
the principal of and accrued and unpaid interest on all of the
Notes to be immediately due and payable.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of post-event of default remedy to be
pursued by the Controlling Class.  Because of this uncertainty,
the ratings assigned to Class A-1 Notes, Class A-2A Notes and
Class A-2B Notes remain on review for possible further action.


AXCAN INTERMEDIATE: S&P Puts 'BB-' Rating on $518 Mil. Senior Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured debt rating and '2' recovery rating to Axcan Intermediate
Holdings Inc.'s (a wholly owned subsidiary of Quebec, Canada-based
specialty pharmaceutical company Axcan Pharma Inc.) $518 million
senior secured debt.  

The secured financing consists of a $175 million term loan A
facility due 2014, a $115 million revolving credit facility due
2014, and $228 million in senior secured notes due 2015.  The
senior secured facilities and notes are rated 'BB-' (one notch
higher than the 'B+' corporate credit rating on Axcan), with a
recovery rating of '2', indicating the expectation for substantial
(70%-90%) recovery in the event of a payment default.
     
In addition, S&P assigned its 'B-' rating to Axcan's $235 million
senior unsecured notes maturing in 2016.  This debt structure
replaces the original structure that was rated on Jan. 24, 2008.
     
The corporate credit rating on Axcan is 'B+', and the outlook is
stable.  "The rating reflects the company's limited size and
scale, high initial debt leverage, and susceptibility to generic
competition," said Standard & Poor's credit analyst Arthur Wong.   
"The company's niche position in gastroenterology, relatively
diverse product portfolio, and high margins partially offset these
concerns."

                           Ratings List

                        Axcan Pharma Inc.

    Corporate Credit Rating           B+/Stable/--

                         Ratings Assigned

                  Axcan Intermediate Holdings Inc.

    Senior Unsecured                  B-
    Senior Secured                    BB-
     Recovery Rating                  2


AXCAN PHARMA: Canada Industry Regulator OKs $1.3 Bil. Sale to TPG
-----------------------------------------------------------------
Axcan Pharma Inc. disclosed that the Federal Minister of Industry,
under the Investment Canada Act, has approved the proposed
acquisition by an affiliate of TPG Capital of all outstanding
common shares of Axcan Pharma Inc. through a plan of arrangement,
as likely to be of net benefit to Canada.

Axcan has previously received clearance under the Competition Act
(Canada) and the requisite waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 has expired;
accordingly, Axcan received all regulatory approvals necessary to
consummate the proposed acquisition.

As reported in the Troubled Company Reporter on Jan 28, 2008, the
company entered into an agreement for Axcan to be acquired by TPG
Capital and its affiliates in an all-cash transaction with a total
value of approximately $1.3 billion.

                        About TPG Capital

Based in Fort Worth, Texas, TPG Capital -- http://www.tpg.com/--
is a leading private investment firm founded in 1992, with more
than $35 billion of assets under management and offices in San
Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth,
Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai,
Singapore and Tokyo.  TPG has extensive experience with global
public and private investments executed through leveraged buyouts,
recapitalizations, spinouts, joint ventures and restructurings.  

                        About Axcan Pharma

Based in Mont Saint-Halaire, Quebec, Axcan Pharma Inc. (TSX:
AXP)(NASDAQ: AXCA) -- http://www.axcan.com -- is a specialty  
pharmaceutical company focused on gastroenterology.  The company
develops and markets a broad line of prescription products to
treat a range of gastrointestinal diseases and disorders such as
inflammatory bowel disease, irritable bowel syndrome, cholestatic
liver diseases and complications related to pancreatic
insufficiency.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Axcan Pharma Inc.


BANC OF AMERICA: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed Banc of America Commercial Mortgage
Securities, Inc.'s mortgage pass-through certificates, series
2007-1, as:

  -- $51.8 million class A-1 at 'AAA';
  -- $293 million class A-2 at 'AAA';
  -- $444 million class A-3 at 'AAA';
  -- $68.5 million class A-AB at 'AAA';
  -- $698.7 million class A-4 at 'AAA';
  -- $640.2 million class A-1A at 'AAA';
  -- Interest-only class XW at 'AAA';
  -- $214.5 million class A-MFX at 'AAA';
  -- $259.5 million class A-J at 'AAA';
  -- $27.5 million class B at 'AA+';
  -- $100 million class A-MFL at 'AAA';
  -- $35.4 million class C at 'AA';
  -- $27.5 million class D at 'AA-';
  -- $39.3 million class E at 'A';
  -- $39.3 million class F at 'A-';
  -- $35.4 million class G at 'BBB+';
  -- $35.4 million class H at 'BBB';
  -- $39.3 million class J at 'BBB-';
  -- $7.9 million class K at 'BB+';
  -- $11.8 million class L at 'BB';
  -- $7.9 million class M at 'BB-';
  -- $3.9 million class N at 'B+';
  -- $7.9 million class O at 'B';
  -- $11.8 million class P at 'B-'.

Fitch does not rate the $39.3 million class Q.

The affirmations are the result of stable performance since
issuance in February 2007.  As of the February 2008 distribution
date, the pool's certificate balance has decreased 0.2% to
$3.14 billion from $3.15 billion at issuance.  There have been no
delinquencies since issuance.  Ninety-seven loans (87.4%) are
interest-only or partial interest-only.  Loan maturities range
from 2011 to 2021 with 50.8% of the pool scheduled to mature in
2017.

The Inland Bradley cross-collateralized portfolio (5.9%) maintains
its investment-grade shadow rating.  Reported weighted average
occupancy as of September 2007 was 100% with a debt service
coverage ratio of 2 times.

The largest loan (8.6%) is a pari-passu note collateralized by a
portfolio of eight office properties in Falls Church, Virginia.  
The weighted average occupancy as of September 2007 is 96.9%
compared to 97.1% at issuance and 88.6% market occupancy.  
Although 85% of the leases expire during the first five years of
the loan, the property has experienced historically high retention
rates and continues to out perform the market.

The second largest loan (7%) is secured by a mixed-use campus
located in Westlake, Texas.  The property includes over 2 million
square feet of office and retail space and 198 hotel rooms.  
Reported weighted average occupancy at issuance was 94.6%.


BAPTIST HEALTH: Moody's Puts 'Ba2' Debt Rating on Watchlist
-----------------------------------------------------------
Moody's Investors Service placed on Watchlist for uncertain
direction Baptist Health System of East Tennessee Obligated
Group's Ba2 rating assigned to $193 million of outstanding debt
issued by the Health, Educational and Housing Facilities Board of
the County of Knox, Tennessee.

The negative pressures affecting the rating center around the
deteriorating financial performance and financial position of
BHSET.  The positive factors for the rating center around the
recent merger with Catholic Healthcare Partners, the anticipated
redemption of the Series 1996 bonds in March, and the potential
for future financial support from CHP and operational improvement
as a result of the merger.

Operating performance continued to decline in the first four
months of fiscal year 2008 (October), resulting in an operating
loss of $15.2 million (-18.8% margin) and negative operating cash
flow of $4.8 million (-5.9% margin).  Liquidity remains very weak
with under 40 days cash on hand, and the cash-to-debt ratio
remains weak at less than 15%.

BHSET merged with St. Mary's Health System, part of A1-rated CHP,
in January 2008, making the merged organization the second largest
provider in the market.  As a result, a new parent organization is
overseeing all metro Knoxville operations.  New strategic plans
are under development.  As a first step, the $58 million of
outstanding Series 1996 bonds are scheduled to be called in March
2008. Further strategic initiatives have yet to be finalized.

         Rated Debt (debt outstanding as of June 30, 2007)

  -- Series 1996 ($58.1 million outstanding), the bonds maturing
     in 2007 and 2008 are insured by Ambac whose current financial
     strength rating is Aaa on watch for possible downgrade, the
     bonds maturing in 2011 and 2017 are insured by Connie Lee
     whose insurance policy on this transaction has not been     
     rated;

  -- Series 2002 ($135.0 million outstanding)


BMO FINANCIAL: To Write Down CA$495 Million Over Trusts' Mishap
---------------------------------------------------------------
BMO Financial Group, dba Bank of Montreal, will make a CA$495
million writedown on two asset-backed commercial-paper due to
increasing woes in Canada's securities market.

                        Apex & Sitka Trusts

As of Feb. 19, 2008, BMO was continuing its discussions with a
number of counterparties on restructuring alternatives for Apex
and Sitka Trusts.  The conduit's underlying positions are super
senior positions with exposures to high quality diversified
corporate debt through collateralized debt obligations.  The
ratings on these positions continue to be rated AAA, although they
are under review.

Charges taken in BMO's fourth quarter 2007 and first quarter 2008
in connection with Apex and Sitka Trusts total CA$210 million,
leaving BMO with a net position of CA$495 million.  The charges
that BMO has taken reflect its expectations with respect to the
probability of Apex and Sitka Trusts being restructured.

As of Feb. 19, 2008, BMO asserted that if Apex and Sitka is not
restructured, it expects to incur an additional charge that would
approximate its remaining net investment of CA$495 million pre-
tax.  If BMO determines it is in its interest to do so, it may
provide additional support to Apex and Sitka Trusts.

             Apex/Sitka Missed Restructuring Deadline

Several reports said that BMO missed a deadline of the
restructuring of two trusts, Apex and Sitka.  The report notes
that BMO had previously indicated the writing down of its entire
holding in both trusts unless both trusts can solve their
financial issues through restructuring.

Capital analyst at BMO, Ian de Verteuil, revealed that at least
50% of Apex Trust's assets are notes issued by Sitka Trust,
Reuters says.

Caldwell Securities portfolio manager John Kinsey commented that
he is discouraged by the news about BMO, which Mr. Kinsey called
"a conservative, well-managed squeaky-clean bank."

The Bank of Montreal is considered as Canada's most conservative
bank.

                       Standstill Agreement

The reports say that BMO's restructuring plan involving several
billions of dollars worth of frozen non-bank ABCP is also under
threat due to the crisis in the financial market.

RBC Capital Markets analyst Andre-Philippe Hardy told Financial
Post about bigger threats to the success of a restructuring
because of wider credit spreads.

A standstill agreement among a group of Canadian banks, under
which the banks won't require putting up security to obligations,
expired a week ago, reports reveal.  The group, headed by Purdy
Crawford, Esq., in Toronto, aims at the restructuring of $33
billion worth of Canadian ABCP sold by non-bank dealers, Bloomberg
News says.

However, Ricardo Pascoe of the National Bank of Canada, a member
of the group, told reporters that the standstill agreement still
holds and added that "all parties are fully engaged; there has
been no break of the standstill [agreement]."  Mr. Pascoe assured
that "a successful conclusion" will soon be reached, Bloomberg
relates.

Mr. Hardy, according to Financial Post, expressed that the banks'
fading support for the restructuring is the reason why no
extension to the standstill agreement has been disclosed.  He
added that "deterioration in the market . . . could derail the
restructuring," Financial Post reports.

Markit, market information provider in the U.K., that the value of
credit swaps, including frozen ABCP, is now at its lowest level in
more than five years, Financial Post notes.

Based on the report, banks will temporarily allow weekly extension
to the standstill agreement.

                DBRS Cuts Ratings on Apex and Sitka

On Feb. 28, 2008, rating agency DBRS downgraded Apex and Sitka to
R-5, its lowest short-term debt rating, and CCC, its fourth-lowest
speculative long-term rating.  The negative rating action followed
the bank's disclosure that Apex failed to find buyers for all of
its notes that came due.  DBRS said a default by Apex would result
in a default by Sitka.

The rating downgrade exposes the bank to further losses, in
addition to its previously announced CA$130 million writedown on
its investment in the trusts.

BMO is due to report its first-quarter 2008 financial results on
Tuesday.

During the fourth quarter ended Oct. 31, 2007, the company had a
net income of $452 million, down $244 million or 35%, from the
same quarter a year ago.  Net income for the fiscal year 2007 was
$2,131 million, down $532 million, or 20%, for the fiscal year
2006.

            S&P Ratings Unaffected By Likely Write-Offs

On Feb. 28, 2008, Standard & Poor's Ratings Services said its
ratings on the Bank of Montreal (BMO; A +/Stable/A-1) and its
subsidiaries remain unchanged following reports that the bank
could face up to CA$495 million in additional write-offs related
to two of its asset-backed commercial paper trusts that it
sponsors.

According to S&P, the problems surrounding Apex and Sitka are just
part of the bad news BMO has been facing in a tough capital
markets environment.  Although the prospect of yet another
substantial write-off early in the reporting season is clearly a
disappointing start to fiscal 2008, and although the bank's bottom
line results will suffer, BMO's financial position is strong
enough to manage the additional burden without any ratings impact.  
S&P said that the ratings reflect its expectation of a continued
difficult operating environment, including uncertainties in
capital markets, domestic competitive challenges, and reduced
operating margins.

              Four Ratings Agencies Confirm Ratings

On Feb. 19, 2008, DBRS (AA), Fitch (AA-), Moody's (Aa1), and
Standard & Poor's (A+) affirmed their ratings on Bank of Montreal,
BMO said.  The rating outlook is stable for all ratings.

BMO Financial Group disclosed certain matters relating to its
first quarter earnings which will be released on March 4, 2008,
and to the Links and Parkland Structured Investment Vehicles, and
certain senior management changes.

                     About BMO Financial Group

Established in 1817 as Bank of Montreal, BMO Financial Group (TSX,
NYSE: BMO) -- http://www2.bmo.com/-- is a diversified financial  
services organization.  With total assets of $367 billion at Oct.
31, 2007, and almost 36,000 full-time employees worldwide, BMO
serves a broad range of personal, commercial, corporate and
institutional customers.


BMO FINANCIAL: Discloses Financial Updates for First Quarter 2008
-----------------------------------------------------------------
BMO Financial Group, dba Bank of Montreal, disclosed charges to
first quarter earnings and provided further clarity around certain
off-balance sheet vehicles managed by BMO Financial Group.

BMO will hold an annual meeting of its shareholders March 4, 2008.

                  Asset Valuations at Quarter End

BMO Financial Group said it expects first quarter results for the
three months ended Jan. 31, 2008, to include:

  -- charges in BMO Capital Markets for certain trading activities
     and valuation adjustments of approximately CA$490 million
     pre-tax (CA$325 million after tax).  The charges relate to:

        i. Certain transactions previously hedged with ACA
           Financial Guaranty Corporation, a monoline insurer,
           about $160 million pre-tax. BMO has liquidated these
           positions and has no further exposure to ACA or
           transactions that were hedged with ACA.

       ii. Trading and structured credit-related positions,
           preferred shares, third party Canadian conduits and
           other mark to market losses, about CA$175 million
           pre-tax.

      iii. BMO's investment in Apex/Sitka Trust, approximately
           $130 million pre-tax.  This is in addition to the
           $80 million charge taken in Q4, 2007.  Apex/Sitka Trust
           is a structured finance vehicle to which BMO has not
           provided backup liquidity.

       iv. Capital notes in the Links Finance Corporation and
           Parkland Finance Corporation SIVs, approximately
           CA$25 million pre-tax. BMO's remaining capital notes
           are valued at approximately CA$30 million.

   -- an increase to the general allowance for credit losses to
      reflect portfolio growth and risk migration, approximately
      CA$60 million pre-tax (CA$40 million after tax).

These items will lower earnings per share in the first quarter by
about 70 Canadian cents.  BMO's Tier 1 Capital Ratio remains
strong and was 9.51% as at Oct. 31, 2007 under the Basel I
methodology.

BMO is in the process of completing its review and final first
quarter closing procedures.  Accordingly, the financial
information is based on current estimates and is subject to
change.  BMO will release its first quarter 2008 results on March
4, 2008.

                 Structured Investment Vehicles

BMO also disclosed a proposal to provide senior ranked support for
the funding of Links Finance Corporation and Parkland Finance
Corporation.  Execution of the definitive agreement to provide
support will depend on a number of factors, including approvals of
the terms by the SIV boards.  BMO liquidity facilities will
backstop the repayment of senior note obligations to facilitate
SIVs access to further senior funding, provide the SIVs with
supplemental funding, and permit the SIVs to continue the strategy
of selling assets in an orderly manner.   

Since July 31, 2007, the assets in Links have been reduced from
$23.4 billion to $12.3 billion and the assets in Parkland have
been reduced from EUR3.4 billion to EUR1.2 billion, in both cases
net of cash.  This reduction principally reflects progress to date
in the strategy to reduce the size of the SIVs.

BMO said given current market conditions, it is proposing these
liquidity facilities to facilitate the continued orderly
management of the SIVs, while balancing the interests of its
shareholders, clients and debt holders.

The proposed liquidity facilities, which include previous
financial support provided by BMO, will be capped at a maximum of
approximately $11 billion related to Links and EUR1.2 billion for
Parkland.  Given the terms and conditions of the proposed
liquidity facilities and the maturity profile of the senior notes,
the amount to be drawn is expected to be approximately one half of
the amount of the maximum amount of the facilities.

The strength of BMO's financial position as well as the quality of
the SIVs' assets allows BMO to extend this support without any
material adverse impact on its financial position:

   -- Risk of loss of these proposed facilities is low:

         i. The asset quality of the SIVs is high; over 90% of
            assets are rated AA or better by Moody's and over
            80% by Standard & Poor's.  Certain of these ratings
            are on watch.  There is minimal exposure to U.S.
            sub-prime mortgages.


        ii. Capital note holders will continue to bear the
            economic risk from actual losses up to the full  
            amount of their investment.  BMO is not providing
            any protection from the economic risk to capital
            note holders, now or in the future.  The net asset
            values of the capital notes as at February 12th are
            about $877 million for Links and about EUR146 million
            for Parkland.

       iii. The risk of loss for BMO under the proposed
            arrangement is considered low given the high asset
            quality and the fact that the advances under the
            liquidity facilities will rank ahead of the
            subordinate capital note holders.

   -- The impact on Tier 1 Capital is not material.

   -- The amount of these liquidity facilities represents
      approximately 3% of BMO's total assets at Oct. 31, 2007.

   -- Asset sales and maturities and the maturity profile of the
      senior notes reduce the size of the expected funding to a
      level significantly below the full amount of the liquidity
      facilities.

                     About BMO Financial Group

Established in 1817 as Bank of Montreal, BMO Financial Group (TSX,
NYSE: BMO) -- http://www2.bmo.com/-- is a diversified financial  
services organization.  With total assets of $367 billion at Oct.
31, 2007, and almost 36,000 full-time employees worldwide, BMO
serves a broad range of personal, commercial, corporate and
institutional customers.


BMO FINANCIAL: Senior Management Changes to Take Effect March 5
---------------------------------------------------------------
BMO Financial Group, dba Bank of Montreal, said it would be
implementing a number of senior management changes reflecting its
ongoing succession plans.  All the changes are effective from
March 5, 2008, one day after its annual meeting of shareholders.

Thomas E. Flynn is appointed Chief Risk Officer, BMO Financial
Group, taking over from Robert L. McGlashan who announced his
intention to retire late last year. Mr. Flynn has served as
Interim Chief Financial Officer since October 2007.  Prior to
that, he was Executive Vice-President, Finance and Treasurer.  He
joined the Company in 1992 and went on to serve in a number of
senior roles within the BMO Capital Markets business, including
serving as Head of the Financial Services Corporate and Investment
Banking Group.

He will report to Bill Downe, President and Chief Executive
Officer of BMO Financial Group.

Russel C. Robertson joins BMO Financial Group as Interim Chief
Financial Officer from Deloitte and Touche LLP in Toronto where he
has served as Vice-Chairman since 2002.  Mr. Robertson began his
career in 1969 with Arthur Andersen LLP in Toronto and held a
number of increasingly senior roles in that company including
Canadian Managing Partner. He is an experienced audit partner with
extensive financial services experience. Most recently at Deloitte
and Touche he has been lead client service partner for BMO
Financial Group.  In his new role, he will also report to Mr.
Downe.

Thomas V. Milroy is appointed Chief Executive Officer of BMO
Capital Markets succeeding Yvan Bourdeau.  Mr. Milroy has been Co-
President of BMO Capital Markets for the past two years.  He
joined BMO in 1994 and has held increasingly senior roles within
BMO Capital Markets.  He will report to Mr. Downe.

In his new role, Mr. Bourdeau will become Vice-Chair BMO Capital
Markets with accountability for account coverage, while continuing
to focus on the execution of the company's China/international
objectives.  He has been with the company since 1972 and served in
numerous key positions across the bank.

Concurrent with these changes, Eric Tripp, who also served as Co-
President of BMO Capital Markets, will assume the new position of
President, BMO Capital Markets.  He will report to Tom Milroy.  
Mr. Tripp joined BMO in 1994 and since then has held increasingly
responsible positions within the company.

Commenting on these appointments, Mr. Downe said: "In line with
our ongoing succession plans, these changes maintain our strong
leadership team and position us well for the future as we push
ahead with our aggressive agenda.

"[Thomas] Flynn's experience in our Capital Markets business and
senior finance roles has made him well suited to lead the Risk
function as we move ahead with plans to enhance all aspects of our
Risk Management.  I welcome Russel Robertson to his interim role
within BMO as Karen Maidment continues with her health treatment.  
He is a respected and experienced executive who knows our Company
and the financial services industry well and can hit the ground
running as CFO.  [Thomas] Milroy has demonstrated that he has the
experience and vision to lead BMO Capital Markets and he will be
ably supported by Eric Tripp with whom he has partnered so well in
the past.  Yvan Bourdeau has served BMO with distinction in his
long career and will continue to do so as Vice-Chair.  Finally, I
thank [Robert] McGlashan for his 35 years of dedicated service to
BMO and wish him well for his upcoming retirement."

                     About BMO Financial Group

Established in 1817 as Bank of Montreal, BMO Financial Group (TSX,
NYSE: BMO) -- http://www2.bmo.com/-- is a diversified financial  
services organization.  With total assets of $367 billion at Oct.
31, 2007, and almost 36,000 full-time employees worldwide, BMO
serves a broad range of personal, commercial, corporate and
institutional customers.


BRETT LONG: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Brett J. Long
        4325 West Dickman Road
        Battle Creek, MI 49037

Bankruptcy Case No.: 08-01654

Chapter 11 Petition Date: February 28, 2008

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Kerry D. Hettinger, Esq.
                     (khett57@hotmail.com)
                  Hettinger & Hettinger, P.C.
                  200 Admiral Avenue
                  Portage, MI 49002-3503
                  Tel: (269) 344-1100

Estimated Assets:   $500,000 to $1 million

Estimated Debts:    $1 million to $10 million

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


BRITT METAL: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Britt Metal Processing, Inc.
        15800 Northwest 49th Avenue
        Miami Gardens, FL 33014

Bankruptcy Case No.: 08-12166

Type of Business: The Debtor manufactures aircraft parts.

Chapter 11 Petition Date: February 26, 2008

Court: Southern District of Florida (Miami)

Debtor's Counsel: D. Jean Ryan, Esq.
                  Ryan & Dunn, P.A.
                  P.O. Box 561507
                  Miami, FL 33256
                  Tel: (305) 275-2733
                  ryandunncourtmail@ryan-dunn.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Miami Dade Tax Collector         Real Estate           $101,000
P.O. Box 025218                  Property Tax
Miami, FL 33102-5218

                                 Tangible Taxes         $16,000

Tabas, Joel Esq.                 Litigation Support     $49,426
Tabas, Freedman & Soloff
25 Southeast 2 Avenue, Suite 919
Miami, FL 33131-1538

Jacobson Sobol Mossele           Collections Attorney   $20,533
P.O. Box 19359
Plantation, FL 33318-0359

Morrison, Brown, Argiz           Litigation Support     $15,810

Pramod Gupta                     Commissions             $9,331

American Express                 Credit Card             $8,911

Shellcast                        Supplier                $8,316

Royal Precission Products        Supplier                $7,667

Sultzer-Metco                    Supplier                $6,685

Capital One                      Credit Card             $5,296

Alro Metals Services, Inc.       Supplier                $5,054

Revima APU                       Customer                $4,950

MBNA America                     Credit Card             $4,760

Tim Waggoner                     Commissions             $4,418

Ohlinger Industries              Supplier                $3,875

Mateson Tri Gas                  Supplier                $3,803

Rocco Palese                     Commissions             $2,795

AIN Plastics                     Supplier                $2,692


CA INC: Will Pay $0.04 Per Share Dividend on March 28
-----------------------------------------------------
CA Inc.'s Board of Directors has declared a regular, quarterly
cash dividend of $0.04 per share.  The dividend will be paid
on March 28, 2008, to stockholders of record at the close of
business on March 14, 2008.

Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  The company has operations in Brazil,
Indonesia, Luxembourg, Philippines and Thailand.

                        *     *     *

In December 2007, Fitch Ratings affirmed these ratings of CA Inc.:
Issuer Default Rating at 'BB+'; Senior unsecured revolving credit
facility at 'BB+'; and Senior unsecured debt at 'BB+'.

Additionally, Fitch revised the Rating Outlook on CA Inc. to
Stable from Negative.  Fitch's actions affect approximately
$2.8 billion of total debt, including the company's $1.0 billion
revolving credit facility.


CABLEVISION SYSTEMS: In Talks with Ticketmaster to Buy AEG Stake
----------------------------------------------------------------
Cablevision Systems Corp. and Ticketmaster, IAC/InterActiveCorp.'s
unit, are currently discussing to jointly buy 49% of AEG Live, a
concert promoter owned by Anschutz Corp., The Wall Street Journal
and The New York Times relate, citing sources knowledgeable with
the deal.

Pursuant to the agreement, Ticketmaster will own 15% interest in
AEG Live while Cablevision will own 34%, reports say.

Based on the reports, the new transaction is the companies' way to
survive in a "turbulent music industry."  The companies intend to
integrate traditionally independent operations and allow a single
entity to manage and provide full service in the music industry,
reports reveal.

The recent plan spurred from initial efforts by AEG Live's rival,
Live Nation, to become a full service entity providing ticketing
services and promoting concerts, say the reports.

The reports add that AEG Live is estimated to be worth $400
million.

Ticketmaster is controlled by Barry Diller while Cablevision is
headed by James L. Dolan.

                         About AEG Live

AEG Live is a privately held corporation owned by Philip F.
Anschutz and promotes concerts.  Its main competitor is Live
Nation.  AEG owns venues like London's O2 Arena, various Nokia
Theatre locations in the United States and the Staples Center in
Los Angeles.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                    About Cablevision Systems

Cablevision Systems Corporation (NYSE: CVC) -- is a cable operator
in the United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served approximately 3.1 million basic
video subscribers in and around the New York City metropolitan
area.  Through its wholly owned subsidiary, Rainbow Media Holdings
LLC, Cablevision owns interests in and manages numerous national
and regional programming networks, the Madison Square Garden
sports and entertainment businesses, and cable television
advertising sales companies.  Through Cablevision Lightpath Inc.,
its wholly owned subsidiary, the company provides telephone
services and Internet access to the business market.  The company
operates in three segments: Telecommunications Services, Rainbow
and Madison Square Garden.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Moody's Investors Service upgraded to Ba3, from B1, the Corporate
Family Ratings for Cablevision System Corporation and its wholly-
owned indirect subsidiary Rainbow National Services LLC.  The
rating outlooks for both companies were also changed to Stable
from Developing.


CENVEO INC: Expects to File Annual Financial Report on March 13
---------------------------------------------------------------
Cenveo Inc. will not be able to file on time its annual report on
form 10-K for the year ended Dec. 29, 2007.

The company expects to file the report by March 13, 2008, however
there can be no assurance given that the company will be able to
meet this date.

Cenveo requires additional time to file its form 10-K and complete
its required year-end audit.

The delay is intended to allow for the completion of an internal
review being conducted under the direction of the company's audit
committee as a result of senior management's learning of
unsupported accounting entries made by a former plant controller
for two plants in the company's envelope division, which will
facilitate the completion of the annual audit.  

Based on information that is currently available to it, the
company currently believes that it will meet the annual financial
targets relating to 2007 that it affirmed in January 2008.  
However, no assurance can be given that the company will report
that it has met these targets after completion of the internal
review and the annual audit of the company's financial statements.

"We are working expeditiously to complete the internal review,
facilitate the completion of the 2007 audit and finalize our
financial statements and we intend to file our form 10-K as
quickly as practicable," Robert G. Burton, chairman and chief
executive officer stated.  "Although our year-end results have not
been finalized, I can confirm that we were able to generate strong
cash flow from operations during the fourth quarter and were able
to decrease our net debt by approximately $25 million during the
quarter."

"I am still very optimistic regarding our prospects in 2008 as our
operating momentum remains strong," Mr. Burton continued.  "I
remain as committed as ever to the company and its future as
evidenced by my recent share purchases and the extension of my
employment contract through 2012."

As a result of the ongoing review, the company is evaluating the
impact, if any, related to certain of its financial statements
issued in 2007 and 2006.

                            About Cenveo

Headquartered in Stamford, Connecticut, Cenveo Inc. (NYSE:CVO) --  
http://www.cenveo.com/-- provides print and visual  
communications, with one-stop services from design through
fulfillment.  During the year ended Dec. 31, 2006, Cenveo
completed the restructuring program that it initiated in
September, 2005.  It operates in two business segments: envelopes,
forms and labels, and commercial printing.  The company's
portfolio of services and products includes envelopes, forms and
labels, packaging, business documents and commercial printing,
provided through a network of 46 production, fulfillment and
distribution facilities.  Its envelopes, forms and labels segment
operates 22 manufacturing facilities and specializes in the
manufacturing and printing of customized envelopes for billing and
remittance and direct mail advertising.  Cenveo's commercial
printing segment operates 20 manufacturing facilities and
specializes in the printing of annual reports, car brochures,
brand marketing collateral, specialty packaging and general
commercial printing.


CENVEO INC: 10K Filing Delay Will Not Affect S&P's 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Cenveo Inc. (BB-/Stable/--) that it will delay the filing of its
2007 10-K does not currently affect the rating or outlook on the
company.  Cenveo is currently in the process of completing its
required year-end audit and is conducting a review, directed by
the audit committee of the board, of recently discovered
unsupported accounting entries made by a former plant controller
for two plants in the company's envelope business.  Cenveo plans
to file its 2007 10-K by March 13, 2008.
     
The company stated that it currently believes the individual was
operating alone and, as such, the scope of the unsupported
accounting entries is expected to be limited.  As a result, S&P
does not expect the matter will impair Cenveo's long-term
financial profile at this time.  However, S&P will monitor the
audit committee's review and related potential financial
restatements to determine their materiality and possible impact on
Cenveo's credit quality.  In the event the company further delays
the filing of its 2007 10-K, or if we believe potential financial
restatements or internal control issues are meaningful enough to
impact the company's risk profile, there could be downward
pressure on the rating.


CHARYS HOLDING: Asks Court to Extend Schedules Deadline to June 14
------------------------------------------------------------------
Charys Holding Company and Crochet & Borel Services Inc. ask the
United States Bankruptcy Court for the District of Delaware to:

  a) extend their deadline to file Schedules and Statements
     for an additional ninety (90) days, or until June 14, 2008;

  b) waive the requirement to file the equity security holder list
     and to give notice to all equity security holders.

The Debtors contend that due to voluminous amount of work needed
to compile information relating to claims of in excess of 1,000
creditors, the Debtors will not be able to complete the schedules
within the 30-day period allowed under Rule 1007-1(b) of the local
rules of the Bankruptcy Court.  

With respect to the requirement to file a list of equity security
holders, the Debtors state that with aproximately 55 million
outstanding shares held by approximately 580 holders, preparing a
list of these equity security holders with last known addresses
and sending notice to all parties include in the list will be
expensive and time consuming and will not serve any purpose.  

The Debtors submit that if it becomes necessary for the equity
security holders to file proofs of interest, they will be provided
with notice of the bar date and will then have an apporunity to
assert their interests, and consequently will not be prejudiced.

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provide remediation & reconstruction and   
wireless communications & data infrastructure.  The company and
its Crochet & Borel Services, Inc. subsidiary filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. Del. Case No.08-10289).  Chun
I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq.,
at Richards, Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases to date.  When the
Debtors filed for protection against their creditors, it listed
total assets of $245,000,000 and total debts of $255,000,000.


CHARYS HOLDING: Taps Weil Gotshal & Manges as Bankruptcy Counsel
----------------------------------------------------------------
Charys Holding Company Inc. and Crochet & Borel Services Inc. ask
the United States Bankruptcy Court for the District of Delaware
for authority to employ Weil, Gotshal & Manges LLP, as their
bankruptcy counsel.

As the Debtors' bankruptcy attorneys, Weil Gotshal will:

  a. take all necessary or appropriate actions to protect and
     preserve the Debtors' estates, including the prosecution of
     actions on the Debtors' behalf, the defense of any actions
     commenced against the Debtors, the negotiation of disputes in
     which the Debtors are involved, and the preparation of
     objections to claims filed against the Debtors' estates;

  b. prepare on behalf of the Debtors, as debtors in possession,
     all necessary or appropriate mortions, applications, answers,
     orders, reports and other papers in connection with the
     administration of the Debtors' estates;

  c. take all necessary or appropriate actions in connection with
     a plan or plans of reorganization and related disclosure
     statement and all related documents, and such further actions
     as may be required in connection with the administration of
     the Debtors' estates; and

  d. perform all other necessary or appropriate legal services in
     connection with these Chapter 11 cases.

Stephen Karotkin, Esq., a member of Weil Gotshal, assures the
Court that the firm does not hold any interest adverse to the
Debtors or their estates, and that the firm is a "disinterested
person" as such term is defined under Sec. 101(14) of the
Bankruptcy Code.

As compensation for its services, Weil Gotshal will charge the
Debtors at the firm's regularly hourly rates.  Currently, the
firm's billing rates range from $140 and $890 per hourly.

During the twelve months prior to bankruptcy filing, as stated in
Mr. Karotkin's affidavit dated Feb. 14, 2008, the Debtors paid an
aggregate of $950,000 for professional services performed and
expenses incurred, including advance payment for professional
services to be incurred postpetition.  After deducting estimated
prepetition charges, this leaves approximately $25,000 available
to pay for postpetition charges and related disbursements.

Mr. Stephen Karotkin can be reached at:

Stephen Karotkin, Esq.
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310 8350
Fax: (212) 310 8007
E-mail: stephen.karotkin@weil.com

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provide remediation & reconstruction and   
wireless communications & data infrastructure.  The company and
its Crochet & Borel Services, Inc. subsidiary filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. Del. Case No.08-10289).  Chun
I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq.,
at Richards, Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases to date.  When the
Debtors filed for protection against their creditors, it listed
total assets of $245,000,000 and total debts of $255,000,000.


CHARYS HOLDING: Obtains Authority to Employ KCC as Claims Agent
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted authority to Charys Holding Company Inc. and its
debtor-affiliate, Crochet & Borel Services Inc., to employ
Kurtzman Karson Consultants LLC as claims and noticing agent.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Kurtzman Karson is expected to, among others:

   a) notify all potential creditors of the filing of the Chapter
      11 petitions and of the setting of the first meetings of
      creditors pursuant to Section 341(a) of the Bankruptcy Code.

   b) prepare and maintain an official copy of the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs, listing the Debtors' known creditors and
      the amounts owed thereto;

   c) maintain a copy service from which parties may obtain copies
      of relevant documents in these cases;

   d) notify all potential creditors of the existence and amount
      of their respective claims as set forth in the schedules;

   e) furnish a form for the filing of proofs of claim, after
      approval of such notice and form by this Court and provide
      notice of the bar date for filing such proofs of claim;

   f) filing with the clerk, within 10 days of service, a copy of
      the proof of claim notice, a list of persons to whom it was
      mailed, and the date the notice was mailed;

   g) docket all claims received, maintaining the official
      registers for each Debtor on behalf of the clerk, and
      provide the clerk with certified duplicate unofficial claims
      registers on a monthly basis, unless otherwise directed;

   h) specify in the applicable claims register the following
      information for each claim docketed:

         i) claim number assigned;
        ii) date received;
       iii) name and address of the claimant and agent; and
        iv) classification of the claim.

   i) relocate, by messenger, all of the actual proofs of claim
      filed with the Court, if necessary to the firm, not less
      than weekly;

   j) record all transfers of claims and provide any notices of
      such transfers required by Bankruptcy Rule 3001;

   k) making changes in the claims registers pursuant to Court
      order;

   l) upon completion of the docketing process for all claims
      received to date by the clerk's office, turning over to the
      clerk copies of the claims registers for the clerk's review;

   m) maintaining the official mailing list for each Debtors of
      all entities that have filed a proof of claim, which list
      shall be available upon request by a party in interest of
      the clerk;

   n) assist with, among other things, the solicitation and
      calculation of votes and distributions as required in
      furtherance of confirmation and consummation of plan(s) of
      reorganization; and

   o) submit an order dismissing the agent and terminating the
      services of the agent upon completion of its duties and
      responsibilities and upon the closing of these cases.

Under the agreement, the Debtors will pay a $25,000 retainer fee
to the firm for services rendered and expenses.

Papers filed with the Court did not disclose the firm's
professionals and their compensation rates.

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

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provide remediation & reconstruction and   
wireless communications & data infrastructure.  The company and
its Crochet & Borel Services, Inc. subsidiary filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. Del. Case No.08-10289).  Chun
I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq.,
at Richards, Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases to date.  When the
Debtors filed for protection against their creditors, it listed
total assets of $245,000,000 and total debts of $255,000,000.


CHASE FUNDING: S&P Chips Rating on Class IM-2 Certificates to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class I-M-2, II-M-1, and II-M-2 mortgage loan asset-backed
certificates from Chase Funding Trust Series 2001-3.  At the same
time, S&P lowered its rating on class I-M-2 and removed it from
CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on four classes from this transaction and one
rating remains on CreditWatch with negative implications.
     
The downgrades reflect continuous adverse pool performance.  As of
the January 2008 remittance period, this transaction had
experienced cumulative losses of $5.94 million and $18.5 million
for loan groups I and II, respectively.  Serious delinquencies
(90-plus days, foreclosures, and REOs) for loan group I, the pool
with fixed-rate loans, totaled $2.23 million, 2.6x the current
amount of overcollateralization (O/C).  Serious delinquencies for
loan group II, the pool with adjustable-rate mortgage loans,
totaled $7.09 million, 1.8x the current amount of O/C.  Losses for
both loan groups have reduced O/C to levels that are below their
respective targets.  Additionally, losses in loan group II have
outpaced excess interest for seven out of the 12 most recent
months.
     
Subordination, O/C, and excess spread provide credit support for
this deal.  The underlying collateral originally consisted of
subprime fixed- and adjustable-rate first and second liens on
owner-occupied one- to four-family residential properties.

                         Ratings Lowered

                Chase Funding Trust Series 2001-3

                                Rating
                                ------
                     Class   To       From
                     -----   --       ----
                     IIM-1   A        AA
                     IIM-2   BBB      A
  
        Rating Lowered and Removed From CreditWatch Negative

                Chase Funding Trust Series 2001-3

                                Rating
                                ------
                     Class   To       From
                     -----   --       ----
                     IM-2    BB       BBB/Watch Neg

                         Ratings Affirmed

                Chase Funding Trust Series 2001-3

                         Class    Rating
                         -----    ------
                         IA-5     AAA
                         IA-6     AAA
                         IIA-1    AAA
                         IM-1     AA

             Rating Remaining on CreditWatch Negative

                Chase Funding Trust Series 2001-3

                         Class    Rating
                         -----    ------
                         IB       B/Watch Neg


CHE TAING: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Che Keav Taing
        aka Julie Taing
        4711 Leg Horn Court
        Las Vegas, Nevada 89147

Bankruptcy Case No.: 08-11744

Chapter 11 Petition Date: February 28, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: William L. Mcgimsey, Esq.
                  516 So. Sixth Street, Suite 300
                  Las Vegas, Nevada 89101
                  Tel: (702) 382-9948
                  lawoffices601@lvcoxmail.com

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

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

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Steve K. Taing                   loan              $300,000
1883 West Canary Way
Chandler, AZ 85286

Plus Four                        medical services  $3,010
6345 South Pecos Road, #212
Las Vegas, NV 89120-6224

Citi Card                        miscellaneous     $1,722
Processing Center                charges
Des Moines, IA 50364

Allstate Adjustment Bureau       medical service   $525

Discover                         miscellaneous     $325
                                 charges

Home Depot Credit Services       miscellaneous     $250
                                 charges

Civilwise Services L.L.C.           services          unknown

Kevin Arce                       lawsuit           unknown

Paula Glidden                    lawsuit           unknown

Tessiemae Inc.                  lawsuit           unknown


CNS RESPONSE: Posts $1,008,800 Net Loss in 1st Qtr. Ended Dec. 31
-----------------------------------------------------------------
CNS Response Inc. reported a net loss of $1,008,800 on revenues of
$58,700 for the fiscal 2008 first quarter ended Dec. 31, 2007,
compared with a net loss of $399,900 on revenues of $46,600 for
the fiscal 2007 first quarter ended Dec. 31, 2006.

The company expects to complete its multi-site clinical study to
validate the efficacy of its product based on its rEEG technology
in late 2008.  Accordingly, the company does not anticipate that
revenues will increase materially until fiscal 2009.

The increase in net loss of $608,900 is due primarily to an
increase in stock-based compensation of $416,400, increases in the
cost of clinical studies and increases in payroll due to the
hiring of a new  president.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5,360,400 in total assets, $598,800 in total liabilities, and
$4,761,600 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?2898

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Dec. 13, 2007,
Cacciamatta Accountancy Corporation expressed substantial doubt
about CNS Response Inc.'s ability continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
pointed to the company's continued operating losses and limited
capital.

                        About CNS Response

CNS Response Inc. (OTC: CNSO) -- http://www.cnsresponse.com/--  
formerly Strativation, Inc., is a life-sciences data company
focused on the commercialization of the first patented commercial
system that guides psychiatrists and other physicians to determine
proper treatments for patients with behavioral disorders.  This
technology allows CNS Response to create and provide simple
reports ("rEEG(R) Reports") that specifically guide physicians to
treatment strategies based on the patient's own physiology.


CONSOL ENERGY: Registers Proposed Exchange Offer for CNX Shares
---------------------------------------------------------------
Consol Energy Inc. filed a registration statement on Form S-4
with the Securities and Exchange Commission in connection with its
proposed exchange of 0.4425 shares of Consol Energy common stock
for each outstanding share of CNX Gas Corporation that is not
already owned by Consol Energy.

Headquartered in Atlanta, Georgia, Consol Energy Inc. (NYSE: CNX)
-- http://www.consolenergy.com/-- is a multi-energy producer of   
coal, gas and electricity.  CONSOL produces both high-Btu coal and
gas, which collectively fuels two-thirds of all U.S. power
generation, from reserves located mainly east of the Mississippi
River.  CONSOL Energy is a fuel supplier to the electric power
industry in the northeast quadrant of the United States.  In
addition, CONSOL Energy has expanded the use of its vast property
holdings by brokering various industrial and retail development
projects and overseeing timber sale and forestry management
activities both in the U.S. and abroad.  The company also
maintains the private research and development facilities devoted
to coal and energy utilization and production.
    
                         *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
DBRS confirmed the rating for Consol Energy Inc. at 'BB' with a
stable trend.  


CONSTELLATION BRANDS: Completes $134 Million Sale of Wine Brands
----------------------------------------------------------------
Constellation Brands Inc. completed the sale of the Almaden and
Inglenook wine brands, and the Paul Masson winery located in
Madera, California, to The Wine Group LLC for $134 million in
cash.

As reported in the Troubled Company Reporter on Jan. 25, 2008,
the transaction is expected to result in a pre-tax loss of
approximately $27 million or an after-tax loss of $0.13 diluted
earnings per share on a reported basis, and will be excluded from
the company's comparable basis earnings per share.  The loss on
the disposal is driven by the higher write-off of goodwill
unrelated to these brands as required by generally accepted
accounting principles in the U.S. and the low tax basis associated
with goodwill.

Proceeds from the transaction will be used to reduce borrowings.
The impact of this transaction is expected to be slightly dilutive
to ongoing reported basis and comparable basis diluted earnings
per share for fiscal 2009.  The Almaden and Inglenook wine brands
are expected to generate approximately $130 million of net sales
for fiscal 2008, and represent approximately 10 million 9-liter
cases of the company's U.S. wine volume.

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.


COPELAND LUMBER: Shuts Down Operations and Lays Off 17 Workers
--------------------------------------------------------------
Bend, Oregon-based Tum-A-Lum Lumber Company said last week that
its subsidiary, Copeland Lumber, will cease operations and lay off
17 full-time and part-time workers within the next couple of
weeks, various reports say.

Tum-A-Lum blamed the slump in the housing market for Copeland's
closure, the reports add.

Tum-A-Lum president and CEO, Jim Crawford, told reporters that
they're "dealing with extremely tough economic conditions" and
will continue operations until the closing is done."

According to Mr. Crawford, Tum-A-Lum has not reached a final deal
with any of the potential buyers of Copeland, the reports relate.

Copeland Lumber operates a lumber yard in Carson City, Nevada
since 1950.  Bend, Oregon-based Tum-A-Lum Lumber Company --
http://www.tum-a-lum.com/-- acquired Copeland Lumber in 2002 and  
also owns five other lumber yards in Oregon and California.


COTT CORP: In Talks with Wal-Mart on Shelf Space Allocation
-----------------------------------------------------------
Cott Corporation, in response to recent reports of reallocation of
shelf space by Wal-Mart, confirmed that it has received notice of
a reduction in shelf space and merchandising support for Wal-
Mart's private label carbonated soft drinks in the U.S., including
Sam's Choice, which would be significant to Cott's business plans.

However, the 2008 programs have not yet been finalized and Cott is
still actively negotiating with Wal-Mart appropriate space
allocation and other merchandising programs associated with Sam's
Choice brands.  Wal-Mart is Cott's biggest customer and Cott is
fully committed to deploying the necessary efforts to maintain a
mutually satisfactory relationship for the long-term.  Cott
further confirmed that Wal-Mart's notice did not indicate any
potential shelf space reduction for Sam's Choice water.

Conversations between Cott and Wal-Mart are on-going and the final
outcome of the 2008 merchandising, shelf allocation and other
support programs for Sam's Choice carbonated soft drinks at Wal-
Mart has yet to be determined.  Regardless of the outcome, Cott
will work hard to continue to diversify its customer base and to
offset the potential impact on its profitability.

                     About Cott Corporation

Headquartered in Toronto, Ontario, Cott Corporation (NYSE:
COT)(TSX: BCB) -- http://www.cott.com/-- is a non-alcoholic  
beverage company and a retailer brand soft drink company.  The
company commercializes its business in over 60 countries
worldwide, with its principal markets being the United States,
Canada, the United Kingdom and Mexico.  Cott markets or supplies
over 200 retailer and licensed brands, and company-owned brands
including Cott, RC, Vintage, Vess and So Clear.  Its products
include carbonated soft drinks, sparkling and flavored waters,
energy drinks, sports drinks, juices, juice drinks and smoothies,
ready-to-drink teas, and other non-carbonated beverages.


COTT CORP: Unable to Meet Deadline; Delays Filing of Form 10-K
--------------------------------------------------------------
Cott Corporation filed a Form 12b-25 Wednesday notifying the U.S.
Securities and Exchange Commission that it was unable to meet the
Feb. 27, 2008 deadline to file its Annual Report on Form 10-K for
the fiscal year ended Dec. 29, 2007.

The company anticipates filing its Form 10-K on or before
March 13, 2008.

The company said it requires additional time to complete the
preparation of its consolidated financial statements and to
complete its assessment of its internal control over financial
reporting as of December 29, 2007.  This delay is principally due
to the previously announced transition of its executive offices,
including corporate accounting and control functions, from
Toronto, Ontario to new offices in Tampa, Florida.

As a result, the company did not have an appropriate complement of
accounting personnel during the year-end financial closing
process.  The company expects to report material weaknesses in its
internal control over financial reporting as a result of such
shortage.  The company has taken and is continuing to take actions
to remedy this issue as soon as practicable.

                    About Cott Corporation

Headquartered in Toronto, Ontario, Cott Corporation (NYSE:
COT)(TSX: BCB) -- http://www.cott.com/-- is a non-alcoholic  
beverage company and a retailer brand soft drink company.  The
company commercializes its business in over 60 countries
worldwide, with its principal markets being the United States,
Canada, the United Kingdom and Mexico.  Cott markets or supplies
over 200 retailer and licensed brands, and company-owned brands
including Cott, RC, Vintage, Vess and So Clear.  Its products
include carbonated soft drinks, sparkling and flavored waters,
energy drinks, sports drinks, juices, juice drinks and smoothies,
ready-to-drink teas, and other non-carbonated beverages.


COTT CORP: Moody's Puts 'B1' Rating on Review for Possible Cut
--------------------------------------------------------------
Moody's Investors Service placed Cott Corporation's B1 CFR and B2
subordinated ratings on review for possible downgrade.

The rating action follows a very difficult year in which Cott's
revenues and profitability were negatively affected by shrinking
carbonated soft drink volumes, higher than expected commodities
costs and the need to take impairment charges to write down all of
the goodwill relating to the U.S. business.  This week, Cott also
announced that it is currently negotiating with Wal-Mart to avoid
a possible reduction in shelf space and merchandising support for
Wal-Mart's private label carbonated soft drinks produced by Cott
in the U.S.

Cott also announced that it would be late filing its 2007 10K and
that it will report a material weakness in financial controls due
to lack of an appropriate complement of accounting personnel.

Moody's last lowered Cott's ratings in November 2007, leaving the
outlook negative.

The review will focus on the ultimate resolution of negotiations
with Wal-Mart concerning appropriate merchandising support
including shelf space, for brands produced by Cott, the resolution
of material weaknesses, the expectation for performance in 2008
and the ability of the company to adequately bolster its liquidity
position in the short run, which is under pressure because current
covenant levels for Q1 will be breeched, absent waivers or closing
a new ABL facility.

These ratings were placed on review for downgrade:

Cott Corporation:

  -- Corporate Family Rating of B1

  -- Probability of Default Rating of B1

Cott Beverages Inc:

  -- $275 million 8% senior subordinated notes due 2011 at B2 LGD
     5; 74%

Headquartered in Toronto, Ontario, Cott Corporation is one of the
word's largest retailer-brand soft drink suppliers with a leading
position in take-home carbonated soft drink markets in the U.S.
Canada, and the UK.  Sales in 2007 were approximately $1.8
billion.


COUNTRYWIDE FINANCIAL: BofA Urged to Explain Sambol's Appointment
-----------------------------------------------------------------
Senator Charles Schumer of New York wants Bank of America Corp. to
explain why it chose Countrwide Financial Corp. president David
Sambol as the head of the soon-to-be combined business of
Countrwide and BofA, James R. Hagerty and Peg Brickley of The Wall
Street Journal report.

In a letter, Sen. Schumer told BofA CEO Kenneth Lewis that Mr.
Sambol "was integral in Countrywide's decisions to pursue
potentially predatory lending practices and lax underwriting of
risky loan products," WSJ relates.  Mr. Schumer praised BofA for
maintaining good and ethical lending practices, among
"irresponsible and unethical" mortgage lenders, says WSJ.

Sen. Schumer wants BofA to reconsider Mr. Sambol's assignment.  If
BofA declines, Sen. Schumer says, he wants an explanation in
writing to explain why Mr. Sambol should be head of the merged
company, WSJ says.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
Countrywide drew skepticism as it placed David Sambol on the
director's seat of the new mortgage business.

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

Mr. Sambol previously ignored warnings that the company's lending
practices were "too lax".

BofA will arrange a meeting with Mr. Sambol and Sen. Schumer to
enlighten the senator of the president's role in the new business,
says WSJ citing a BofA representative.

                      About Bank of America

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

                    About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FINANCIAL: USTP Complains on Alleged Bankruptcy Abuses
------------------------------------------------------------------
The U.S. Trustees Program filed a complaint against Countrywide
Financial Corp. for alleged abuses within bankruptcy proceedings
against certain homeowner complainants, James R. Hagerty and Peg
Brickley of The Wall Street Journal report.

Donald F. Walton, U.S. Trustee for Region 21, stressed
Countrywide's "bad faith conduct" against the homeowners, the WSJ
says, citing the complaint filed with the U.S. Bankruptcy Court
for the Northern District of Georgia.  In particular, Mr. Walton
sought to sanction the mortgage lender for continuing to collect
payments from homeowners John and Robin Atchley, after alleging
that they defaulted on their mortgage, WSJ relates.

Countrywide is not new to homeowner lawsuits.  As reported in the
Troubled Company Reporter on Feb. 6, 2008, the Honorable Jim
Pappas of the U.S. Bankruptcy Court for the District of Idaho
sanctioned Countrywide Financial Corp. for not following Court
rules.  Judge Pappas fined $2,250 to two Countrywide subsidiaries
for not responding to borrowers who requested for documents, and
for failing to show up at depositions in Countrywide's lawsuit
where the company was accused of trying to foreclose on home
loans.

As reported in the Troubled Company Reporter on Feb. 11, 2008, a
joint venture of KB Home and Countrywide Financial Corp. drew ire
from a pair of California couples for allegedly misleading them to
pay for overpriced home appraisals.  Countrywide KB Home Loan,
according to the lawsuit, appraised the couples' homes to more
than their original values, by 10 to 15 percent.

In another TCR report, Bank of America, which made a $4 billion
buyout offer for Countrywide Financial Corp. in January, stands to
inherit the latter's numerous lawsuits in line with the
acquisition.  Bank of America says it has factored Countrywide's
legal expenses into the purchase.  The deal is expected to go
through later this year.

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

                      About Bank of America

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

                    About Countrywide Financial

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

                          *     *     *

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


CROWN HOLDINGS: Discloses Revisions in Tax Valuation Allowance
--------------------------------------------------------------
Crown Holdings Inc. disclosed in a regulatory filing dated
Feb. 27, 2008, that it is correcting the financial information
accompanying its press release announcing the company's financial
results for the quarter and ended Dec. 31, 2007.  The corrections,
which pertain to revisions to its income tax valuation allowance,
had no impact on the company's cash flows from operating
activities.

The revisions amounted to a reduction in tax benefits of
$22.0 million of which $17.0 million reduced net income and
$5.0 million reduced additional paid in capital within
shareholders' equity.

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Crown Holdings Inc. reported net income from continuing
operations of $343.0 million for the fourth quarter ended
Dec. 31, 2007, compared to net income from continuing operations
of $168.0 million in the fourth quarter of 2006.  For 2007,
the company reported net income from continuing operations of
$545.0 million, compared to net income from continuing operations
of $342.0 million in 2006.

As a result of the revisions in the company's income tax valuation
allowance, net income for the quarter ended Dec. 31, 2007, has
been adjusted to $327.0 million, and net income for 2007 has been
adjusted to $528.0 million.  The impact of the revision on the
company's consolidated balance sheet are:

                               As originally
                                 reported        As adjusted
                              --------------    --------------
Other non-current assets      $  964,000,000    $  942,000,000
Total assets                   7,001,000,000     6,979,000,000     
Shareholders' equity              37,000,000        15,000,000     
Total Liabilities and
  shareholders' equity         7,001,000,000     6,979,000,000

                    About Crown Holdings Inc.

Based in Philadelphia, Pennsylvania, Crown Holdings Inc. (NYSE:
CCK) -- http://www.crowncork.com/-- through its subsidiaries, is   
a supplier of packaging products to consumer marketing companies
around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Standard & Poor's Ratings Services revised its outlook on Crown
Holdings Inc. to positive from stable and affirmed the 'BB-'
corporate credit and other existing ratings.  


CUNY: Hit with High Interest in Auction Rate Bonds; Mulls Options
-----------------------------------------------------------------
The City University of New York considered plans last week to
refinance a large part of nearly $1 billion of its debt to cut on
interest costs, Colin Gustafson of The New York Sun reports.

The university recently saw the interest rate costs on its
$980.7 million in auction-rate securities jump nearly 63%, from
$675,300.  The interest rates surge was due to lower demand for
these securities caused by the global credit crunch.

"We have begun to explore converting these high-interest auction
rate bonds into other debt instruments that will provide cost
savings for the state," a spokesman for the New York State
Division of the Budget Matthew Anderson, said, according to the
report.

Auction-rate securities are a form of long-term debt in which the
interest rates are reset every seven to 35 days. They are usually
tapped by large institutions such as universities and hospitals,
as well as municipalities, to help fund projects.  Until recently,
the auction-rate securities market is valued at $331 billion.

According to the report, the crisis in the auction-rate securities
market has also affected the New York City's Municipal Water
Finance Authority.  It has announced plans to pay off part of its
$1.02 billion in auction-rate debt by selling $684 million of
variable-rate demand notes.

Meanwhile, the Port Authority is planning to redeem $200 million
of its auction-rate debt two weeks after interest rates spiked to
20% from 4.3%.  

                 About City University of New York

The City University of New York -- http://www.cuny.edu-- is the  
nation's largest urban public university. Founded in New York City
in 1847 as the Free Academy, CUNY comprises 23 institutions: 11
senior colleges, six community colleges, the William E. Macaulay
Honors College at CUNY, the Graduate School and University Center,
the CUNY Graduate School of Journalism, the CUNY School of Law,
the CUNY School of Professional Studies and the Sophie Davis
School of Biomedical Education.

The University serves more than 231,000 degree-credit students and
230,000 adult, continuing and professional education students.
College Now, the University's academic enrichment program for
32,500 high school students, is offered at CUNY campuses and more
than 300 high schools throughout the five boroughs of the City of
New York. The University offers online baccalaureate degrees
through the School of Professional Studies and individualized
baccalaureate degrees through the CUNY Baccalaureate Degree. The
University Teacher Academy provides free tuition for highly
motivated mathematics and science majors who seek teaching careers
in the city.


CYBERCARE INC: Creditors Cry Foul on Disclosure Statement
---------------------------------------------------------
Three creditors ask the U.S. Bankruptcy Court for the Middle
District of Florida to deny approval of the proposed First Amended
Joint Disclosure Statement explaining Cast-Crete Corporation's
First Amended Joint Chapter 11 Plan of Reorganization for
Cybercare, Inc. and Cybercare Technologies, Inc.

The Objecting creditors are:

   -- Manford Investments LLC;
   -- CC Fortune Venture LLC;
   -- International Business Machines Corporation (IBM); and
   -- Phoenix Leasing Incorporated.

Manford Investment and CC Fortune, which hold claims of at least
$25 million against the Debtors, argued that the security
interests securing their claims are not perfected and the claims
may be unsecured.

In addition, CC Fortune argued that Cast-Crete's amended Plan
strips its liens in the existing common stock of CyberTech in
exchange for a worthless unsecured claim against CyberCare.  Thus,
the treatment afforded CC Fortune on accounts of its allowed
secured claim does not comply with any of the options provided
under the Bankruptcy Code, CC Fortune says.

In support of Manford Investment and CC Fortune's objection, IBM
asserts that Cast-Crete's amended Plan failed to provide details
as to how the proposed Judgment Lien Creditor Settlement Fund will
be financed.  The Plan, IBM adds, also failed to show information
as to how the creditor will be paid and whether it will be paid in
full.

IBM is a secured creditor of Cybercare and holds claim of
$454,078.

Furthermore, secured creditor Phoenix Leasing Incorporated joins
in IBM's assertion, saying that Cast-Crete amended Plan failed to
adequately disclose the process of financing of the Judgment Lien
Creditor Fund.

                      Disclosure Statement

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Cast-Crete delivered to the Court a First Amended Joint
Chapter 11 Plan of Reorganization for the Debtors and a First
Amended Joint Disclosure Statement explaining that plan.

Under Cast-Crete's Plan, the Debtors' creditors will be paid from:

   -- exit funds;
   -- administrative claim funds;
   -- a judgment lien creditors settlement fund;
   -- recoveries of causes of action; and
   -- issuance of new stock in reorganized CyberCare.

The primary distribution of Unsecured Claims against CyberTech
is by the issuance of licensee stock in pro rata of the ownership
interest of a newly formed entity that will receive ownership of
all intellectual property and technology owned by CyberTech.

Cast-Crete's proposed plan also contemplates the acquisition of
65% of the stock of reorganized CyberCare in exchange for:

   i) the funding of a "Cast-Crete Plan Fund" in the amount of
      $200,000 for payment of Judgment Lien Creditors and Allowed
      Administrative Expense Claims;

  ii) the agreement to provide "Exit Financing" of up to
      $500,000 to pay other Administrative Claims and providing
      working capital to reorganized CyberCare; and

iii) the agreement by Cast-Crete to joint venture with
      Reorganized CyberCare for the development, manufacture and
      distribution of products.

Cast-Crete's Plan further provides for the distribution of:

   i) 8% of the stock of reorganized CyberCare to holders of
      Allowed Equity Interests in CyberCare; and

  ii) 17% to the holders of Allowed Unsecured Claims.

Under Cast-Crete's Plan, 10% of the new stock will be reserved for
a management incentive program, and the acquisition of 100%
of the stock of reorganized CyberTech by Cast-Crete in full
satisfaction of its prepetition loan to CyberCare.

On the other hand, 100% of the new stock of CyberTech will be
distributed to Cast-Crete in satisfaction of its prepetition
claim.

A full-text copy of Cast-Crete's First Amended Chapter 11 Plan of
Reorganization is available for a free at:

              http://ResearchArchives.com/t/s?289f

A full-text copy of its First Amended Disclosure Statement is
available for a free at

              http://ResearchArchives.com/t/s?289e

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


CATHOLIC CHURCH: Davenport and Panel Want Tort Claims Estimated
---------------------------------------------------------------
The Diocese of Davenport and its Official Committee of Unsecured
Creditors ask the U.S. Bankruptcy Court for the Southern District
of Iowa to estimate tort claims for voting purposes.

Hamid R. Rafatjoo, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, relates that as of the July 16, 2007
claims bar date, 154 tort claims were filed in the bankruptcy
case.  Six additional claims were filed after the Bar Date.

Prior to the Petition Date, one Tort Claim was liquidated for
$1,600,000 after a jury trial in the U.S. District Court for
Scott County.  The Diocese dispute that Tort Claim, Mr. Rafatjoo
says.  Thus, as of Feb. 12, 2008, all Tort Claims are
unliquidated or disputed, and would be affected by the request.

Pursuant to Section 157(b)(2) of the Judiciary and Judicial
Procedures Code, Section 502(c) of the Bankruptcy Code and Rule
3018(a) of the Federal Rules of Bankruptcy Procedure, the Diocese
and the Creditors Committee propose that all Tort Claims, which
have not been disallowed, be temporarily allowed and estimated at
$1 per claim.

Mr. Rafatjoo contends that the request is not for distributions
from the bankruptcy estate, but is limited to temporary allowance
and estimation of Tort Claims for voting to accept or reject the
Joint Plan of Reorganization recently filed by the Diocese and
the Creditors Committee.

The Creditors Committee has considered the impact of the proposed
estimation, and the fact that individuals, who assert large
monetary claims will be impacted by equating their votes with
those with smaller claims, Mr. Rafatjoo discloses.  The Creditors
Committee, however, considered the factor and support the request
based on the cost and time savings, which will realized by the
proposed estimation process.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court will hear the adequacy of Davenport's
disclosure statement explaining its reorganization plan on
March 5, 2008.  (Catholic Church Bankruptcy News, Issue No. 114;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000).


CATHOLIC CHURCH: Davenport's Ex-Priest Jailed for Contempt
----------------------------------------------------------
James Janssen, an 86-year-old defrocked and former priest of the
Diocese of Davenport, is currently serving a 180-day jail
sentence in the Scott County Jail for contempt, The Catholic
Messenger reports.

Chief Judge Bobbi Alpers of the U.S. District Court for the
Seventh District of Iowa, found Mr. Janssen in contempt of court
for failure to explain certain missing bonds.  The sentence of
180 days is the most jail time allowed for contempt of court.

The criminal penalty stems from a civil lawsuit filed by Mr.
Janssen's nephew, James Wells, for clergy sexual abuse.  Mr.
Wells asserted that his uncle abused him for nine years starting
at age 5.  In May 2005, a jury awarded Mr. Wells $1,800,000 for
his sufferings following a civil trial, says the Des Moines
Register.

Mr. Janssen was removed from priesthood in 2004 by Pope John Paul
II.

Judge Alpers has ordered Mr. Janssen to provide documentation and
an explanation about the missing bonds, which were supposed to be
part of the award for Mr. Wells, but Mr. Janssen failed to do so
in a satisfactory manner.

                 Janssens Ordered to Vacate House

In another related lawsuit filed by Mr. Wells against Mr.
Janssen's sister, Dorothy Janssen, Scott County District Judge
Mary Howes ruled that the Janssens must vacate the house they
share at 4315 W. High St., in Davenport, Iowa, within 45 days,
and transfer its ownership to Mr. Wells.

Judge Howes found that Mr. Janssen fraudulently transferred more
than $700,000 in savings bonds to his sister after the first of
several lawsuits against him was filed, The Quad-City Times
reports.  

Judge Howes also ordered Ms. Janssen to transfer to Mr. Wells the
title of a 2004 Mercury Grand Marquis, and $102,500 in bonds and
$10,000 in a Treasury Direct account within 30 days.

According to the Times, the ruling is to help satisfy the 2005
verdict against Mr. Janssen.

The Times says Mr. Janssen is the first-ever Davenport priest to
be defrocked.  He was ordained in 1948, and held several
positions in Clinton County, Delmar and Grand Mound.  He also
served as pastor in Davenport at St. Paul the Apostle, St. Mary's
and St. Anthony parishes.

Mr. Janssen was a defendant in several civil suits alleging sex
abuse, including the one filed by Mr. Wells.  The other cases
were dismissed after the victims reached settlements with the
Diocese.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court will hear the adequacy of Davenport's
disclosure statement explaining its reorganization plan on
March 5, 2008.  (Catholic Church Bankruptcy News, Issue No. 114;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000).


CATHOLIC CHURCH: Davenport Tells Parishes To Help Pay Settlement
----------------------------------------------------------------
In a statement posted on its Web site, the Diocese of Davenport
relates that during settlement negotiations in the bankruptcy
case, the Diocese was informed that several Catholic entities
would be sued, if the parishes and other entities weren't
included in the Settlement.  To avoid the suits, the Diocese
agreed to pay an additional $5,500,000 to protect all of the
Catholic entities from future lawsuits.

If the Diocese had not made the agreement, the Catholic entities
could have been sued, and their status as independent entities
would also have been contested in the bankruptcy proceedings, the
statement says.  Legal fees alone would have been ruinous and it
is highly likely that the lawsuits would be lost, threatening the
very survival of the parishes and other entities, the Diocese
notes.

In line with this, the Quad-City Times says, the Diocese asked
four parishes to contribute approximately $2,900,000 to the
settlement fund:

          Parish                    Contribution
          ------                    ------------
          Sacred Heart                $1,000,000
          Cathedral, Davenport

          St. Anthony's                1,000,000
          Catholic Church

          St. Mary's in                  650,000
          Iowa City

          Our Lady of Lourdes            250,000
          in Bettendorf

"They are among four parishes with substantial claims of clergy
sexual abuse against them and sizable assets to be lost without
the protection of the settlement," The Catholic Messenger quoted
Msgr. John Hyland, the Diocese's vicar general.

"Had St. Anthony's faced several lawsuits, our losses would have
exceeded $7.5 million (five lawsuits x $1.5 million), not to
mention legal fees and years of negative publicity," Father Jack
Gallagher said in his letter to St. Anthony's parishioners,
stressing the importance of the Settlement.

The Messenger reports that the parishes will take their
contributions from their parish savings.

According to the Quad-City Times, Craig A. Levien, Esq., at
Betty, Neuman & McMahon, in Davenport, Iowa, who represents many
of the claimants against the Diocese, said that if Bishop Martin
Amos directed the four parishes to pay, "this proves what we've
always said: the bishop controls the parishes."

                Davenport to Shoulder $13.6 Million

As reported in the Troubled Company Reporter on Jan. 8, 2008,
the Diocese of Davenport's financial report for the month ended
Nov. 30, 2007, disclosed that the Diocese will shoulder
$13,605,000 of the $37,000,000 settlement amount for sexual abuse
claims.

Counsel for the Diocese, Richard A. Davidson, Esq., at Lane &
Waterman LLP, in Davenport, Iowa, told The Quad-City Times that
Davenport's insurer, Travelers Companies, Inc.,  will contribute
$19,500,000 of the Settlement Amount.  Sale of the Diocese's
headquarters and the St. Vincent Center will also generate around
$3,900,000.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court will hear the adequacy of Davenport's
disclosure statement explaining its reorganization plan on
March 5, 2008.  (Catholic Church Bankruptcy News, Issue No. 115;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000).


DAVID SCHWARTZ: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: David Schwartz
        aka S. David Schwartz
        8448 Vereda del Padre
        Goleta, California 93117-5316

Bankruptcy Case No.: 08-10391

Chapter 11 Petition Date: February 28, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Stephen E. Penner, Esq.
                  1215 De La Vina Street Ste. K
                  Santa Barbara, California 93101
                  Tel: 805-965-0085

Total Assets: $1,507,948

Total Debts: $1,028,326

Debtor's list of its 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Beneficial Finance               claim disputed    $9,962
P.O. Box                          
City of Industry, CA 91716-0101   

Card Services                    unknown claim-    $2,429
Attn: Encore Receivable          demand fails to   
Management                       show a principal  
P.O. Box 47248
Oak Park, MI 48237

Noah's Ark                       dog care          $2,240
160 North Fairview, #5
Goleta, CA 93117

Home Depot                       credit card       $1,797
                                 consumer
                                 purchases

Wells Fargo Financial            consumer          $1,000
                                 personal loan

The Credit Bureau                disputed claim    $900
                                 for medical
                                 services -
                                 liability and
                                 amount disputes

Capital One Bank                 credit card       $838
                                 consumer
                                 purchases

Marborg Industries               consumer services $333
                                 for trash pickup


DELTA AIR: Pilots Union Poses Threat to Northwest Tie-Up
--------------------------------------------------------
Amid spurring merger talks between Delta Air Lines Inc., and
Northwest Airlines Corp., "an impasse over seniority involving
the pilots unions has jeopardized a probable deal", The
Associated Press reports.

Pilot negotiators at Delta and Northwest have agreed on a
$2,000,000,000 package that would include higher pay, an equity
stake in the combined airline and a board seat, Bloomberg News
says, citing people familiar with the talks.

The Atlanta-Journal Constitution says that the pilots unions  
have agreed on a comprehensive joint contract which contemplates
about 7% equity stake in the combined companies.   Northwest
pilots will get about 30% pay raise, while Delta's higher-paid
pilots would get a modest pay hike.

The pilots remain divided on seniority, however, which determines
their compensation, work schedules, aircraft and routes, reports
say.

Seniority determines most aspects of a pilots' career, including
size of paycheck, likely lay-offs and vacations, the best routes
and the bigger planes that pilots get paid more for flying.

According to the Minneapolis-Star Tribune, a Delta pilot briefed
on the talks said Northwest's negotiators insisted on "fences" to
reserve some of the highest-paying jobs flying its big Boeing
747s for its members.  Meanwhile, a person close to the talks
said that a small group of Northwest pilot negotiators want young
Delta pilots placed at the bottom of the combined seniority list,
according to reports by AP.

In an official statement, Northwest pilots union spokesperson
Greg Rizzuto noted that a pilot's career is tied to seniority
ranking, and that "the labor group is united, and all it wants is
what's fair."

Northwest Airlines pilots are continuing to look for a solution
to the stalled talks with Delta pilots, and they're "not under a
deadline" to make a deal, a person with knowledge of the
situation said, says the AP.

Provided that the pilot union talks make progress, the Delta-
Northwest consolidation announcement "remains on hold", the AP
says, quoting an unnamed source.

Delta executives told employees in an internal memo dated
February 26 that no "potential transaction meets all our
principles," The Wall Street Journal reports.

The memo cited priority terms in the event of any merger,
including seniority protection for all Delta employees and
keeping the airline's headquarter in Atlanta.  It emphasized that
the airline will continue to focus on its "stand-alone plan"
until all "these conditions are met."

Signed by Richard Anderson, Delta's chief executive, and Ed
Bastian, the airline's president and chief financial officer, the
memo also tackled an impasse between Delta and Northwest on a
common seniority list for the pilots of a combined airline, says
WSJ.

Delta and Northwest pilots have not met for a week, but according
to one person familiar with the talks who requested anonymity,
there's no indication the carriers won't keep trying, the AP
reports.

As the talks drag on, the International Association of Machinists
and Aerospace Workers said it is joining the Coalition for An
Airline Passengers Bill of Rights to lobby against a wave of
airline megamergers that could be kicked off by the Delta-
Northwest tie-up, the Atlanta-Journal Constitution says.

"Employees and passengers are the two groups essential to an
airline's success, yet they are the ones that are hurt most in
mergers.  Airlines must work with employees and cater to
passengers if they expect to succeed," the union's general vice
president Roach Jr., said in a statement.

Kate Hanni, executive director of the coalition, told the Houston
Chronicle that combining two major airlines with diverse
corporate cultures "is a recipe for disaster."

The machinists union represents baggage handlers, ticket agents
and other employees at Northwest, United Air Lines and
Continental Airlines.

                   About Northwest Airlines

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

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

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

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 91; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).

                          *     *     *

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


DELTA FUNDING: S&P Junks Rating on Class M-2 Certificate From 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1 and M-2 home equity loan asset-backed certificates from
Delta Funding Home Equity Loan Trust 1999-2.  At the same time,
S&P affirmed its ratings on the three other classes from this
transaction.
     
The downgrades of these classes reflect continuous adverse pool
performance.  As of the January 2008 remittance period, this
transaction had experienced cumulative losses of $23.21 million,
or 5.53% of the original pool balance, and serious delinquencies
(90-plus days, foreclosures, and REOs) were $5.55 million of the
current pool balance.  Losses have outpaced excess interest for 10
out of the 12 most recent months, and overcollateralization
has been reduced to zero (the target is $4.83 million).
     
The underlying collateral for this transaction originally
consisted of subprime fixed- and adjustable-rate first and second
liens on owner-occupied one- to four-family residential
properties.

                         Ratings Lowered

            Delta Funding Home Equity Loan Trust 1999-2

                                   Rating
                                   ------
                    Class       To       From
                    -----       --       ----
                    M-1         A        AA
                    M-2         CCC      BB

                        Ratings Affirmed

            Delta Funding Home Equity Loan Trust 1999-2

                    Class               Rating
                    -----               ------
                    A-6F, A-7F, A-1A    AAA


DOBI MEDICAL: Judge Gambardella Confirms Chapter 11 Plan
--------------------------------------------------------
The Hon. Rosemary Gambardella of the United States Bankruptcy
Court for the District of New Jersey confirmed DOBI Medical
International Inc.'s Fourth Amended Chapter 11 Plan of
Reorganization.

On Dec. 17, 2007, the Court approved the adequacy of information
in the Debtor's Amended Disclosure Statement, according to the
company regulatory filing with the Securities and Exchange
Commission.

                         Plan Funding

According to the Plan, DOBI Acquisition LLC, a wholly owned
subsidiary of Chestnut Ridge Partners LLC, will deposit $325,000
to the reorganized Debtor to consummate the Plan as set forth
in the Plan Funding Agreement.

Chestnut owned $85,714 in secured debentures, which represents
less than 3% of the total outstanding secured debentures.

Before the completion of the funding agreement, DOBI Acquisition
will deposit $100,000 in cash with the Debtor, and, on or before
the plan confirmation date, DOBI Acquisition is further required
to deposit $225,000 in additional cash in order to confirm the
Plan.

On the effective date, the Debtor will issue to DOBI Acquisition
830,000 fully paid non-assessable share of new common stock.

                      Treatment of Claims

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

   -- Administrative Claims;
   -- Priority Tax Claims, totaling $278,670; and
   -- Priority Claims, totaling $200.

The Allowed Secured Debenture claims will be paid pro rata from
80% of the gross cash proceeds generated from the sale of the
61st device under the license agreement after the confirmation
date.  Furthermore,  holder will receive a pro rata distribution
of 100,000 shares of new common stock in full settlement of their
claims.

On the effective date, holders of Secured Debenture claims,
totaling $3 million, will expect to recover between 0 to 100%.  
If there are no sufficient funds available to pay Debenture
claims, these particular claims will not receive any distribution
under the plan:

   -- General Unsecured Claims, totaling $3,028,295; and
   -- Equity Interest.

A full-text copy of the Amended Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?28a0

                        About DOBI Medical

Headquartered in Mahway, New Jersey, DOBI Medical International,
Inc., manufactures medical devices.  The Company filed for Chapter
11 protection on June 14, 2008 (Bankr. D. Del. Case No.07-18404).  
Eric W. Sleeper, Esq., and Joshua J. Angel, Esq., at Herrick
Feinstein, LLP, represent the Debtor in it restructuring efforts.  
No Official Committee of Unsecured Creditors has been appointed
in this case.  When the Debtor filed for protection against its
creditors, it listed total assets of $53,923 and total debts
of $7,593,537.


EMISPHERE TECH: Sells Certain Patents to MannKind for $2.5 Million
-----------------------------------------------------------------
Emisphere Technologies, Inc. (NASDAQ: EMIS) reported that it has
sold to MannKind Corporation (NASDAQ: MNKD) certain Emisphere
patents and a patent application relating to diketopiperazine
technology for a total purchase price of $2.5 million. An initial
$1.5 million payment is due three business days after the parties
sign a Patent Purchase Agreement.

                   About Emisphere Technologies

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a      
biopharmaceutical company charting new frontiers in drug delivery.  
The company develops oral forms of injectable drugs, either alone
or with corporate partners, by applying its proprietary eligen(R)
technology to these drugs.

                     Going Concern Disclaimer

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006 and 2005.  The auditing firm pointed to
the company's operating losses, limited capital resources and
significant future commitments.


ENERGAS RESOURCES: Sells Properties in Laurel and Whitley Counties
------------------------------------------------------------------
On Jan. 17, 2008, Energas Resources Inc. sold its oil and gas
properties in Laurel and Whitley Counties, Kentucky, to an
unrelated third party.  The properties sold consisted of 10
producing gas wells, oil and gas leases covering 2,828 gross
acres, gas transmission lines, gathering systems, a compressor
station and related equipment.

                     Going Concern Disclaimer

Murrell, Hall, McIntosh & Co. PLLP, in Oklahoma City, Oklahoma,
expressed substantial doubt about Energas Resources Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Jan. 31,
2007.  The auditing firm pointed to the company's recurring losses
from operations.

For the nine months ended Oct. 31, 2007, the company had incurred
losses of $638,086.

                     About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources, Inc.
(OTCBB: EGSR) -- http://www.energasresources.com/-- is primarily   
engaged in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiaries, A.T. Gas
Gathering Systems Inc. and TGC Inc.  In addition, the company owns
and operates natural gas gathering systems, located in Oklahoma
and Kentucky, which serve wells operated by the company for
delivery to a mainline transmission system.


ENERGY PARTNERS: Weak Productivity Cues Moody's Junk Corp. Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded Energy Partners, Ltd.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default to Caa1 from B3, and the ratings on its $300 million
senior unsecured fixed rate notes and $150 million senior
unsecured floating rate notes to Caa2 (LGD 4, 67%) from Caa1
(LGD 4, 65%).  The downgrade reflects EPL's continued weak capital
productivity, especially as evidenced by its 2007 results,
negative sequential quarterly production trends, and continued
high financial leverage.  The rating outlook remains negative.

EPL's reserve base fell considerably in 2007 as a result of
significant negative reserve revisions, primarily in its Western
offshore area, which offset only modest reserve adds through the
drill bit, resulting in very weak reserve reinvestment metrics.   
EPL's total proved reserves were 45.3 million barrels of oil
equivalent (mmboe) at Dec. 31, 2007, as compared to 58.3 mmboe at
Dec. 31, 2006 (Moody's notes that EPL sold 2.1 mmboe of proved
reserves in the second quarter of 2007).  Moreover, Moody's
estimates that EPL's proved developed producing reserves, the
generator of all its cash flow, were lower at year-end 2007 versus
year-end 2006.  Moody's views EPL's capital productivity levels
and high cost structure to be unsustainable over the long-term,
even assuming a relatively robust commodity price environment.

Moody's is also concerned by the negative production trend EPL
faces.  EPL's sequential production declined 12% in the fourth
quarter of 2007 and the company currently estimates that its first
quarter 2008 average daily production will be 18%-26% lower than
fourth quarter 2007 levels and full year 2008 average daily
production will be 6%-16% lower than fourth quarter 2007 levels.   
While EPL's recent cash flow generation has benefited from
relatively strong commodity prices and the flush nature of
production from Gulf of Mexico shelf wells, production from these
wells declines rapidly, requiring constant drilling and completion
successes to sustain production.  This implies heavy reserve
replacement capital outlays and a high degree of vulnerability to
inherent drilling and production disappointments.

The downgrade also reflects EPL's continued high financial
leverage.  In its last press release, Moody's indicated that the
company's leverage levels had already increased to a level
indicative of the Caa rating category as a result of the
leveraging impact of the company's debt financed $200 million
stock buyback program.  EPL's weak 2007 operating results in
combination with its high debt burden have further pressured the
company's leverage.  Moody's estimates EPL's leverage to PDP
reserves to be at a level incompatible with the prior B3 Corporate
Family Rating, particularly given the company's relatively short
PDP reserve life of under two years and the high decline nature of
Gulf of Mexico production.

The negative rating outlook reflects the challenges EPL faces to
generate production gains from its smaller reserve base at
reasonable costs and without incurring materially increased
leverage, particularly given the expectation of tightened
liquidity.  EPL's credit facility currently has a $200 million
borrowing base, but Moody's expects this will be reduced given
EPL's smaller reserve base.  The company currently has $35 million
outstanding under its revolving credit facility, had approximately
$9 million of cash on the balance sheet as of Dec. 31, 2007, and
expects to close on the sale of two non-operated properties for
$16.2 million in the late March or early April.

In order to stabilize the ratings, EPL will need to demonstrate
improved sequential quarterly production and unit economic trends,
as well as an adequate liquidity profile.  Moody's notes that the
company expects quarterly production trends to improve in the
second quarter of 2008, including expected first production from
the deepwater Raton well in April, and is targeting a 20%
reduction in its costs, primarily through reductions in G&A and
LOE costs.  In addition, the company anticipates reducing revolver
drawings in 2008 through free cash flow generation based on
management's intention to maintain capital spending within cash
flow, with a reduced capital budget of $200 million and a more
narrowed focus on its South Timbalier area and East Bay field.  If
management is successful in executing these plans, Moody's will
consider stabilizing the rating outlook.

Energy Partners, Ltd. is headquartered in New Orleans, Louisiana.


ENERSYS INC: Holders Agree to Sell 5 Million Shares Goldman Sachs
-----------------------------------------------------------------
EnerSys Inc. disclosed that certain of its stockholders,
including affiliates of Metalmark Capital LLC and certain other
institutional stockholders, have agreed to sell 5,000,000 shares
of its common stock to Goldman Sachs & Co.  

All net proceeds from the sale of the common stock will be
received by the selling stockholders.  EnerSys will not receive
any of the proceeds.

The shares are being sold by the selling stockholders in an
at-the-market offering pursuant to an effective shelf registration
statement.

The copy of the prospectus relating to these securities may be
obtained, when available, from:

     Goldman Sachs & Co.
     Attn: Prospectus Dept.
     85 Broad Street
     New York, NY 10004
     Fax (212) 902-9316
     Email prospectus-ny@ny.email.gs.com

For more information, contact:

     Richard Zuidema
     Executive Vice President, EnerSys
     P.O. Box 14145
     Reading, PA 19612-4145
     Tel (800) 538-3627

                         About EnerSys Inc.

Headquartered in Reading, Pennsylvania, EnerSys Inc. (NYSE: ENS)
-- http://www.enersys.com/-- manufactures industrial battery
through 21 manufacturing and assembly facilities worldwide.  The
company provides expertise in designing, building, installing and
maintaining a comprehensive stored energy solution for industrial
applications throughout the world.  The company's products and
services are focused on two primary markets: Motive Power (North &
South America) or (Europe) and Reserve Power (Worldwide),
(Aerospace & Defense) or (Speciality Batteries).  The company's
facilities are located at China, France, Mexico, Germany, and the
United Kingdom, among others.

                          *     *     *

Standard & Poor's Ratings Services placed EnerSys Inc.' long term
foreign and local issuer credit ratings at 'BB' in August 2004.  
The ratings still hold to date with a stable outlook.


ENTRAVISION COMM: Selling Outdoor Advertising Optns. for $100 Mil.
------------------------------------------------------------------
Entravision Communications Corporation entered into a definitive
agreement with Lamar Advertising Company for the sale of its
outdoor advertising operations for a total consideration of
$100 million in cash.

Entravision's outdoor advertising operations operate under the
name Vista Media and consist of approximately 10,600 advertising
faces in New York and Los Angeles, the two advertising markets in
the United States.  The transaction is subject to customary
closing requirements.

"The sale of our outdoor operations reflects our commitment to
unlock value for our shareholders and our focus on operating
Spanish-language television and radio stations in the nation's
fastest-growing and most densely populated U.S. Hispanic markets,"
Walter F. Ulloa, chairman and chief executive officer of
Entravision, commented.  "The proceeds will strengthen our ability
to invest in our core television and radio businesses, and will
improve our financial flexibility as we review all options for
putting our cash to work, including strategic acquisitions and
potentially returning capital to shareholders."

Citigroup and Moelis & Company acted as financial advisors to
Entravision on the sale of its outdoor advertising operations.

                About Entravision Communications

Based in Santa Monica, California, Entravision Communications
Corporation (NYSE:EVC) -- http://www.entravision.com/-- is a    
diversified Spanish-language media company utilizing a combination
of television, radio and outdoor operations to reach Hispanic
consumers across the United States, well as the border markets of
Mexico.  Entravision is an affiliate group of both the top-ranked
Univision television network and Univision's TeleFutura network,
with television stations in 20 of the nation's top 50 Hispanic
markets.  The company also operates Spanish-language radio
stations, consisting of 48 owned and operated radio stations.  The
company's outdoor operations consist of approximately 10,400
advertising faces concentrated primarily in New York and Los
Angeles.

                         *     *     *

Moody's Investor Services placed Entravision Communications  
Corporation's bank loan debt and long term corporate family
ratings at 'Ba3' in September 2005.  The ratings still hold to
date with a stable outlook.


FIRST FRANKLIN: S&P Downgrades Ratings on 29 Classes of Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 29
classes of certificates issued by seven First Franklin Mortgage
Loan Trust series.
     
The downgraded transactions have sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs).  As of
the February 2008 remittance report, the severe delinquencies are
(series: severe delinquency amount ($), percentage of current pool
balance):

   -- 2005-FF1: $49.865 million, 19.2% (January 2008 remittance);
   -- 2005-FF2: $93.036 million, 22.2%;
   -- 2005-FF3: $50.606 million, 20.8%;
   -- 2005-FFH4: $137.224 million, 25.1%;
   -- 2005-FF8: $156.717 million, 22.6%;
   -- 2005-FF9: $218.746 million, 24.7%; and
   -- 2005-FF12: $240.590 million, 21.3%.
     
In addition, severe delinquencies for each transaction have
increased substantially since August 2007.  Severe delinquencies
relative to overcollateralization (O/C) range from 1.78x to 16.10x
for these transactions, indicating that current support levels
will not be adequate to sustain potential realized losses.  The
delinquency trends and ratios to credit support are (series:
severe delinquency six-month percentage increase,
multiple of O/C):

   -- 2005-FF1: 16.0%, 1.78x (January 2008 remittance);
   -- 2005-FF2: 29.7%, 3.51x;
   -- 2005-FF3: 38.8%, 3.60x;
   -- 2005-FFH4: 64.0%, 8.17x;
   -- 2005-FF8: 128.7%, 5.04x;
   -- 2005-FF9: 118.2%, 16.10x; and
   -- 2005-FF12: 90.1%, 2.66x.
     
Furthermore, realized losses for the transactions have been
accelerating over the past year.  Average losses are (series:
three-, six-, and 12-month average realized loss ($ mil.)):

   -- 2005-FF1: $1.140, $1.072, $0.895;
   -- 2005-FF2: $1.807, $1.492, $1.156;
   -- 2005-FF3: $0.680, $0.614, $0.526;
   -- 2005-FFH4: $2.469, $2.160, $1.633;
   -- 2005-FF8: $1.202, $0.947, $0.733;
   -- 2005-FF9: $1.796, $1.589, $1.037; and
   -- 2005-FF12: $2.112, $1.728, $1.206.
     
Finally, all of these transactions, with the exception of
series            
2005-FF1 and 2005-FF2, have failed a delinquency trigger for at
least one month and up to 11 consecutive months.  If this trend
continues, it will impede these transactions' ability to disburse
principal payments to the subordinate classes after the step-down
date, and these classes will be increasingly susceptible to
realizing principal losses.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for these series
consists of a pool of fixed- and adjustable-rate, fully
amortizing, and balloon payment mortgage loans secured by first
liens on one- to four-family residential properties.
   
                           Ratings Lowered

                 First Franklin Mortgage Loan Trust

                                         Rating
           Series      Class      To                 From
           2005-FF1    B-4        BB                 BBB-
           2005-FF2    B-5        B                  BB+
           2005-FF3    M-9        BBB-               BBB
           2005-FF3    B-1        B                  BBB-
           2005-FF3    B-2        B-                 BBB-
           2005-FFH4   M-6        BBB                A-
           2005-FFH4   M-7        BB+                BBB+
           2005-FFH4   M-8        BB                 BBB
           2005-FFH4   M-9        B+                 BBB-
           2005-FFH4   M-10       B                  BB+
           2005-FFH4   B-1        CCC                BB+
           2005-FF8    M-4        A                  AA-
           2005-FF8    B-1        BBB                A+
           2005-FF8    B-2        BB                 A
           2005-FF8    B-3        B                  A-
           2005-FF8    B-4        B-                 BBB+
           2005-FF8    B-5        CCC                BBB-
           2005-FF9    M-1        AA                 AA+
           2005-FF9    M-2        BBB                AA
           2005-FF9    M-3        BB+                AA-
           2005-FF9    M-4        BB                 A+
           2005-FF9    M-5        B+                 A
           2005-FF9    M-6        B                  A-
           2005-FF9    M-7        B-                 BBB+
           2005-FF9    M-8        CCC                BBB
           2005-FF9    M-9        CCC                BBB-
           2005-FF12   B-1        BBB                A-
           2005-FF12   B-2        BB                 BBB+
           2005-FF12   B-3        BB-                BBB


FIRST FRANKLIN: Fitch Lowers Ratings on $3.5 Billion Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on First Franklin
mortgage pass-through certificates. Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are now
removed.  Affirmations total $3.5 billion and downgrades total
$7.2 billion.  Additionally, $4.4 billion was placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

First Franklin Mortgage Loan Trust 2006-FF1
  -- $132.1 million class I-A affirmed at 'AAA',
     (BL:42.49, LCR: 2.45 );

  -- $31.6 million class II-A-1 affirmed at 'AAA',
     (BL:94.30, LCR: 5.43 );

  -- $93.5 million class II-A-2 affirmed at 'AAA',
     (BL:61.05, LCR: 3.51 );

  -- $130.5 million class II-A-3 affirmed at 'AAA',
     (BL:42.96, LCR: 2.47 );

  -- $32.1 million class II-A-4 affirmed at 'AAA',
     (BL:40.71, LCR: 2.34 );

  -- $32.3 million class M1 downgraded to 'AA' from 'AA+'
     (BL:35.52, LCR: 2.04 );

  -- $30.9 million class M2 downgraded to 'A' from 'AA+'
     (BL:30.53, LCR: 1.76 );

  -- $18.1 million class M3 downgraded to 'BBB' from 'AA+'
     (BL:27.58, LCR: 1.59 );

  -- $15.7 million class M4 downgraded to 'BB' from 'AA'
     (BL:25.00, LCR: 1.44 );

  -- $14.7 million class M5 downgraded to 'BB' from 'AA'
     (BL:22.57, LCR: 1.3 );

  -- $13.2 million class M6 downgraded to 'B' from 'AA-'
     (BL:20.32, LCR: 1.17 );

  -- $12.7 million class M7 downgraded to 'B' from 'A+'
     (BL:17.99, LCR: 1.04 );

  -- $8.8 million class M8 downgraded to 'CCC' from 'A'
     (BL:16.34, LCR: 0.94 );

  -- $8.3 million class M9 downgraded to 'CCC' from 'A-'
     (BL:14.82, LCR: 0.85 );

  -- $6.4 million class M10 downgraded to 'CCC' from 'BBB+'
     (BL:13.69, LCR: 0.79 );

  -- $9.8 million class M11 downgraded to 'CC' from 'BBB'
     (BL:11.95, LCR: 0.69 );

  -- $12.3 million class M12 downgraded to 'CC' from 'BBB-'
     (BL:9.76, LCR: 0.56 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 17.63%
  -- Realized Losses to date (% of Original Balance): 0.70%
  -- Expected Remaining Losses (% of Current balance): 17.37%
  -- Cumulative Expected Losses (% of Original Balance): 11.68%

First Franklin Mortgage Loan Trust 2006-FF2
  -- $121.7 million class A1 downgraded to 'AA' from 'AAA'
     (BL:35.24, LCR: 1.76 );

  -- $57.2 million class A2 affirmed at 'AAA',
     (BL:88.83, LCR: 4.44 );

  -- $56.2 million class A3 affirmed at 'AAA',
     (BL:73.44, LCR: 3.67 );

  -- $97.8 million class A4 affirmed at 'AAA',
     (BL:45.73, LCR: 2.29 );

  -- $45.4 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 34.66, LCR: 1.73 );

  -- $44.7 million class M1 downgraded to 'BB' from 'AA'
     (BL:25.60, LCR: 1.28 );

  -- $13.4 million class M2 downgraded to 'B' from 'AA-'
     (BL:22.82, LCR: 1.14 );

  -- $10.7 million class M3 downgraded to 'B' from 'A+'
     (BL:20.56, LCR: 1.03 );

  -- $11.1 million class M4 downgraded to 'CCC' from 'A'
     (BL:18.11, LCR: 0.9 );

  -- $6.5 million class M5 downgraded to 'CCC' from 'A-'
     (BL:16.52, LCR: 0.83 );

  -- $6.5 million class M6 downgraded to 'CC' from 'BBB'
     (BL:14.80, LCR: 0.74 );

  -- $6.1 million class M7 downgraded to 'CC' from 'BB+'
     (BL:13.22, LCR: 0.66 );

  -- $3.8 million class M8 downgraded to 'CC' from 'BB'
     (BL:12.22, LCR: 0.61 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 21.93%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 20.01%
  -- Cumulative Expected Losses (% of Original Balance): 13.92%

First Franklin Mortgage Loan Trust 2006-FF5
  -- $248.6 million class I-A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.22, LCR: 1.72 );

  -- $82.8 million class II-A-1 affirmed at 'AAA',
     (BL:68.05, LCR: 2.84 );

  -- $97.1 million class II-A-2 affirmed at 'AAA',
     (BL:53.38, LCR: 2.23 );

  -- $154.0 million class II-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.41, LCR: 1.73 );

  -- $25.0 million class II-A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 40.50, LCR: 1.69 );

  -- $12.0 million class II-A-5 rated 'AAA', placed on Rating
     Watch Negative (BL: 45.22, LCR: 1.89 );

  -- $123.7 million notional class A-IO affirmed at 'AAA';

  -- $24.9 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL:37.59, LCR: 1.57 );

  -- $56.6 million class M-2 downgraded to 'BB' from 'AA'
     (BL:30.80, LCR: 1.28 );

  -- $22.5 million class M-3 downgraded to 'B' from 'AA'
     (BL:28.09, LCR: 1.17 );

  -- $20.1 million class M-4 downgraded to 'B' from 'AA-'
     (BL:25.66, LCR: 1.07 );

  -- $19.5 million class M-5 downgraded to 'CCC' from 'A'
     (BL:23.13, LCR: 0.96 );

  -- $18.2 million class M-6 downgraded to 'CCC' from 'A-'
     (BL:20.69, LCR: 0.86 );

  -- $17.0 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL:18.30, LCR: 0.76 );

  -- $15.2 million class M-8 downgraded to 'CC' from 'BB+'
     (BL:16.07, LCR: 0.67 );

  -- $8.5 million class M-9 downgraded to 'CC' from 'BB-'
     (BL:14.64, LCR: 0.61 );

  -- $6.1 million class M-10 downgraded to 'CC' from 'B+'
     (BL:13.66, LCR: 0.57 );

  -- $12.2 million class M-11 downgraded to 'C' from 'CCC'
     (BL:11.90, LCR: 0.5 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 22.39%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 23.97%
  -- Cumulative Expected Losses (% of Original Balance): 17.66%

First Franklin Mortgage Loan Trust 2006-FF7
  -- $225.0 million class I-A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 37.11, LCR: 1.55 );

  -- $98.4 million class II-A-1 affirmed at 'AAA',
     (BL:62.70, LCR: 2.62 );

  -- $105.6 million class II-A-2 affirmed at 'AAA',
     (BL:48.94, LCR: 2.05 );

  -- $161.1 million class II-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 38.50, LCR: 1.61 );

  -- $48.9 million class II-A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 36.66, LCR: 1.53 );

  -- $118.4 million notional class A-IO affirmed at 'AAA';

  -- $39.4 million class M-1 downgraded to 'BB' from 'AA+'
     (BL:32.03, LCR: 1.34 );

  -- $36.0 million class M-2 downgraded to 'B' from 'AA'
     (BL:27.79, LCR: 1.16 );

  -- $20.9 million class M-3 downgraded to 'B' from 'AA-'
     (BL:25.33, LCR: 1.06 );

  -- $18.6 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:23.12, LCR: 0.97 );

  -- $18.6 million class M-5 downgraded to 'CCC' from 'A-'
     (BL:20.84, LCR: 0.87 );

  -- $16.2 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL:18.70, LCR: 0.78 );

  -- $16.2 million class M-7 downgraded to 'CC' from 'BB+'
     (BL:16.39, LCR: 0.69 );

  -- $8.7 million class M-8 downgraded to 'CC' from 'BB'
     (BL:15.10, LCR: 0.63 );

  -- $8.7 million class M-9 downgraded to 'CC' from 'B'
     (BL:13.64, LCR: 0.57 );

  -- $11.6 million class M-10 downgraded to 'C' from 'B'
     (BL:11.96, LCR: 0.5 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 22.13%
  -- Realized Losses to date (% of Original Balance): 0.77%
  -- Expected Remaining Losses (% of Current balance): 23.92%
  -- Cumulative Expected Losses (% of Original Balance): 18.18%

First Franklin Mortgage Loan Trust 2006-FF9
  -- $502.3 million class I-A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 35.58, LCR: 1.58 );

  -- $171.3 million class II-A-I affirmed at 'AAA',
     (BL:52.50, LCR: 2.33 );

  -- $111.2 million class II-A-2 rated 'AAA', placed on Rating
     Watch Negative (BL: 44.05, LCR: 1.95 );

  -- $176.9 million class II-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 36.24, LCR: 1.6 );

  -- $50.4 million class II-A-4 downgraded to 'A' from 'AAA'
     (BL:35.01, LCR: 1.55 );

  -- $55.6 million class M-I downgraded to 'BB' from 'AA+'
     (BL:30.74, LCR: 1.36 );

  -- $51.4 million class M-2 downgraded to 'B' from 'AA-'
     (BL:26.75, LCR: 1.18 );

  -- $30.3 million class M-3 downgraded to 'B' from 'A+'
     (BL:24.39, LCR: 1.08 );

  -- $26.1 million class M-4 downgraded to 'CCC' from 'A'
     (BL:22.35, LCR: 0.99 );

  -- $25.3 million class M-5 downgraded to 'CCC' from 'A-'
     (BL:20.37, LCR: 0.9 );

  -- $23.6 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL:18.40, LCR: 0.81 );

  -- $21.9 million class M-7 downgraded to 'CC' from 'BB+'
     (BL:16.37, LCR: 0.72 );

  -- $13.5 million class M-8 downgraded to 'CC' from 'BB'
     (BL:15.03, LCR: 0.67 );

  -- $11.8 million class M-9 downgraded to 'CC' from 'B+'
     (BL:13.76, LCR: 0.61 );

  -- $16.0 million class M-10 downgraded to 'CC' from 'B'
     (BL:12.26, LCR: 0.54 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 20.70%
  -- Realized Losses to date (% of Original Balance): 0.65%
  -- Expected Remaining Losses (% of Current balance): 22.58%
  -- Cumulative Expected Losses (% of Original Balance): 18.15%

First Franklin Mortgage Loan Trust 2006-FF10
  -- $89.3 million class A-1 downgraded to 'AA' from 'AAA',
     on Rating Watch Negative (BL: 35.78, LCR: 1.64 );

  -- $171.3 million class II-A-I affirmed at 'AAA',
     (BL:52.50, LCR: 2.33 );

  -- $94.1 million class A-2 affirmed at 'AAA',
     (BL:81.09, LCR: 3.72 );

  -- $54.3 million class A-3 affirmed at 'AAA',
     (BL:67.21, LCR: 3.08 );

  -- $73.0 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 45.15, LCR: 2.07 );

  -- $69.5 million class A-5 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 35.89, LCR: 1.65 );

  -- $108.4 million class A-6 affirmed at 'AAA',
     (BL:67.21, LCR: 3.08 );

  -- $73.0 million class A-7 rated 'AAA', remains on Rating Watch
     Negative (BL: 45.15, LCR: 2.07 );

  -- $33.9 million class M-1 downgraded to 'BB' from 'AA+'
     (BL:31.23, LCR: 1.43 );

  -- $29.5 million class M-2 downgraded to 'BB' from 'AA'
     (BL:27.24, LCR: 1.25 );

  -- $17.2 million class M-3 downgraded to 'B' from 'AA-'
     (BL:24.91, LCR: 1.14 );

  -- $15.3 million class M-4 downgraded to 'B' from 'A+'
     (BL:22.83, LCR: 1.05 );

  -- $14.3 million class M-5 downgraded to 'CCC' from 'A-'
     (BL:20.85, LCR: 0.96 );

  -- $13.3 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL:18.88, LCR: 0.87 );

  -- $12.8 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL:16.82, LCR: 0.77 );

  -- $9.8 million class M-8 downgraded to 'CC' from 'BB+'
     (BL:15.16, LCR: 0.69 );

  -- $5.4 million class M-9 downgraded to 'CC' from 'BB-'
     (BL:14.09, LCR: 0.65 );

  -- $5.4 million class B-1 downgraded to 'CC' from 'B+'
     (BL:13.03, LCR: 0.6 );

  -- $9.8 million class B-2 downgraded to 'CC' from 'CCC'
     (BL:11.36, LCR: 0.52 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 20.78%
  -- Realized Losses to date (% of Original Balance): 0.73%
  -- Expected Remaining Losses (% of Current balance): 21.81%
  -- Cumulative Expected Losses (% of Original Balance): 17.09%

First Franklin Mortgage Loan Trust 2006-FF11
  -- $421.2 million class I-A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 36.05, LCR: 1.67 );

  -- $105.3 million class I-A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 35.49, LCR: 1.65 );

  -- $241.9 million class II-A-1 affirmed at 'AAA',
     (BL:51.76, LCR: 2.4 );

  -- $137.9 million class II-A-2 affirmed at 'AAA',
     (BL:44.22, LCR: 2.05 );

  -- $223.7 million class II-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 36.65, LCR: 1.7 );

  -- $58.6 million class II-A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 35.40, LCR: 1.64 );

  -- $64.6 million class M-1 downgraded to 'BB' from 'AA+'
     (BL:31.28, LCR: 1.45 );

  -- $57.1 million class M-2 downgraded to 'BB' from 'AA+'
     (BL:27.55, LCR: 1.28 );

  -- $34.6 million class M-3 downgraded to 'B' from 'AA-'
     (BL:25.26, LCR: 1.17 );

  -- $31.8 million class M-4 downgraded to 'B' from 'A+'
     (BL:23.10, LCR: 1.07 );

  -- $30.0 million class M-5 downgraded to 'CCC' from 'A'
     (BL:20.98, LCR: 0.97 );

  -- $26.2 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL:19.05, LCR: 0.88 );

  -- $26.2 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL:17.00, LCR: 0.79 );

  -- $20.6 million class M-8 downgraded to 'CC' from 'BB+'
     (BL:15.30, LCR: 0.71 );

  -- $17.8 million class M-9 downgraded to 'CC' from 'BB-'
     (BL:13.67, LCR: 0.63 );

  -- $18.7 million class M-10 downgraded to 'CC' from 'B'
     (BL:12.16, LCR: 0.56 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 22.08%
  -- Realized Losses to date (% of Original Balance): 0.23%
  -- Expected Remaining Losses (% of Current balance): 21.53%
  -- Cumulative Expected Losses (% of Original Balance): 17.91%

First Franklin Mortgage Loan Trust 2006-FF12
  -- $109.2 million class A1 downgraded to 'A' from 'AAA'
     (BL:32.92, LCR: 1.5 );

  -- $238.5 million class A2 affirmed at 'AAA',
     (BL:74.16, LCR: 3.38 );

  -- $71.3 million class A3 affirmed at 'AAA',
     (BL:64.78, LCR: 2.95 );

  -- $176.1 million class A4 downgraded to 'AA' from 'AAA'
     (BL:41.97, LCR: 1.91 );

  -- $74.1 million class A5 downgraded to 'A' from 'AAA'
     (BL:33.01, LCR: 1.5 );

  -- $35.7 million class M1 downgraded to 'BB' from 'AA+'
     (BL:28.76, LCR: 1.31 );

  -- $29.4 million class M2 downgraded to 'B' from 'AA'
     (BL:25.31, LCR: 1.15 );

  -- $17.8 million class M3 downgraded to 'B' from 'AA-'
     (BL:23.19, LCR: 1.06 );

  -- $15.7 million class M4 downgraded to 'CCC' from 'A+'
     (BL:21.29, LCR: 0.97 );

  -- $15.7 million class M5 downgraded to 'CCC' from 'A'
     (BL:19.30, LCR: 0.88 );

  -- $14.2 million class M6 downgraded to 'CCC' from 'BBB+'
     (BL:17.40, LCR: 0.79 );

  -- $13.1 million class M7 downgraded to 'CC' from 'BBB'
     (BL:15.49, LCR: 0.71 );

  -- $8.4 million class M8 downgraded to 'CC' from 'BB+'
     (BL:14.22, LCR: 0.65 );

  -- $6.8 million class M9 downgraded to 'CC' from 'BB'
     (BL:13.04, LCR: 0.59 );

  -- $10.5 million class B downgraded to 'CC' from 'B+'
     (BL:11.42, LCR: 0.52 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 18.37%
  -- Realized Losses to date (% of Original Balance): 0.52%
  -- Expected Remaining Losses (% of Current balance): 21.94%
  -- Cumulative Expected Losses (% of Original Balance): 18.25%

First Franklin Mortgage Loan Trust 2006-FF14
  -- $109.8 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 33.34, LCR: 1.43 );

  -- $236.1 million class A-2 affirmed at 'AAA',
     (BL:64.37, LCR: 2.75 );

  -- $114.3 million class A-3 affirmed at 'AAA',
     (BL:72.71, LCR: 3.11 );

  -- $28.7 million class A-4 affirmed at 'AAA',
     (BL:64.37, LCR: 2.75 );

  -- $206.0 million class A-5 downgraded to 'AA' from 'AAA'
     (BL:41.75, LCR: 1.79 );

  -- $83.7 million class A-6 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 33.39, LCR: 1.43 );

  -- $37.8 million class M-1 downgraded to 'BB' from 'AA+'
     (BL:29.44, LCR: 1.26 );

  -- $32.6 million class M-2 downgraded to 'B' from 'AA'
     (BL:26.03, LCR: 1.11 );

  -- $19.8 million class M-3 downgraded to 'B' from 'AA-'
     (BL:23.93, LCR: 1.02 );

  -- $18.0 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:21.92, LCR: 0.94 );

  -- $16.9 million class M-5 downgraded to 'CCC' from 'A'
     (BL:20.00, LCR: 0.86 );

  -- $15.7 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL:18.09, LCR: 0.77 );

  -- $14.5 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL:16.25, LCR: 0.7 );

  -- $7.6 million class M-8 downgraded to 'CC' from 'BB+'
     (BL:15.21, LCR: 0.65 );

  -- $8.1 million class M-9 downgraded to 'CC' from 'BB'
     (BL:13.97, LCR: 0.6 );

  -- $11.6 million class B downgraded to 'CC' from 'B+'
     (BL:12.39, LCR: 0.53 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 19.34%
  -- Realized Losses to date (% of Original Balance): 0.18%
  -- Expected Remaining Losses (% of Current balance): 23.37%
  -- Cumulative Expected Losses (% of Original Balance): 19.78%

First Franklin Mortgage Loan Trust 2006-FF15
  -- $378.9 million class A1 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 32.20, LCR: 1.35 );

  -- $221.5 million class A2 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 32.14, LCR: 1.35 );

  -- $452.4 million class A3 affirmed at 'AAA',
     (BL:70.32, LCR: 2.96 );

  -- $109.3 million class A4 affirmed at 'AAA',
     (BL:61.67, LCR: 2.59 );

  -- $273.1 million class A5 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 40.53, LCR: 1.7 );

  -- $116.1 million class A6 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 32.11, LCR: 1.35 );

  -- $72.5 million class M1 downgraded to 'B' from 'AA+'
     (BL:28.29, LCR: 1.19 );

  -- $61.3 million class M2 downgraded to 'B' from 'AA'
     (BL:24.99, LCR: 1.05 );

  -- $37.9 million class M3 downgraded to 'CCC' from 'AA-'
     (BL:22.92, LCR: 0.96 );

  -- $33.5 million class M4 downgraded to 'CCC' from 'A+'
     (BL:21.01, LCR: 0.88 );

  -- $32.3 million class M5 downgraded to 'CCC' from 'A'
     (BL:19.09, LCR: 0.8 );

  -- $30.1 million class M6 downgraded to 'CC' from 'A-'
     (BL:17.24, LCR: 0.72 );

  -- $25.6 million class M7 downgraded to 'CC' from 'BBB+'
     (BL:15.57, LCR: 0.65 );

  -- $15.6 million class M8 downgraded to 'CC' from 'BBB'
     (BL:14.48, LCR: 0.61 );

  -- $14.5 million class M9 downgraded to 'CC' from 'BBB-'
     (BL:13.34, LCR: 0.56 );

  -- $22.3 million class B downgraded to 'C' from 'BB-'
     (BL:11.82, LCR: 0.5 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 18.98%
  -- Realized Losses to date (% of Original Balance): 0.24%
  -- Expected Remaining Losses (% of Current balance): 23.79%
  -- Cumulative Expected Losses (% of Original Balance): 20.77%

First Franklin Mortgage Loan Trust 2006-FF17
  -- $118.5 million class A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 32.09, LCR: 1.22 );

  -- $94.8 million class A2 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 32.04, LCR: 1.21 );

  -- $166.2 million class A3 affirmed at 'AAA',
     (BL:69.18, LCR: 2.62 );

  -- $36.7 million class A4 affirmed at 'AAA',
     (BL:61.26, LCR: 2.32 );

  -- $98.1 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 39.98, LCR: 1.51 );

  -- $41.3 million class A6 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 31.73, LCR: 1.2 );

  -- $24.9 million class M1 downgraded to 'B' from 'AA+'
     (BL:28.00, LCR: 1.06 );

  -- $21.8 million class M2 downgraded to 'CCC' from 'AA-'
     (BL:24.68, LCR: 0.93 );

  -- $13.2 million class M3 downgraded to 'CCC' from 'A+'
     (BL:22.58, LCR: 0.85 );

  -- $11.7 million class M4 downgraded to 'CCC' from 'A-'
     (BL:20.62, LCR: 0.78 );

  -- $11.3 million class M5 downgraded to 'CC' from 'BBB'
     (BL:18.71, LCR: 0.71 );

  -- $9.3 million class M6 downgraded to 'CC' from 'BBB-'
     (BL:17.06, LCR: 0.65 );

  -- $6.6 million class M7 downgraded to 'CC' from 'BB+'
     (BL:15.81, LCR: 0.6 );

  -- $4.7 million class M8 downgraded to 'CC' from 'BB'
     (BL:14.85, LCR: 0.56 );

  -- $7.8 million class M9 downgraded to 'C' from 'B'
     (BL:13.07, LCR: 0.49 );

  -- $7.0 million class B downgraded to 'C' from 'CCC'
     (BL:11.65, LCR: 0.44 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 19.47%
  -- Realized Losses to date (% of Original Balance): 0.17%
  -- Expected Remaining Losses (% of Current balance): 26.41%
  -- Cumulative Expected Losses (% of Original Balance): 23.31%

First Franklin Mortgage Loan Trust 2006-FFH1
  -- $59.1 million class A2 affirmed at 'AAA',
     (BL:86.37, LCR: 3.36 );

  -- $94.5 million class A3 affirmed at 'AAA',
     (BL:57.58, LCR: 2.24 );

  -- $27.8 million class A4 affirmed at 'AAA',
     (BL:53.25, LCR: 2.07 );

  -- $25.9 million class M1 rated 'AA+', remains on Rating Watch
     Negative (BL: 45.16, LCR: 1.76 );

  -- $22.0 million class M2 downgraded to 'BB' from 'AA'
     (BL:38.20, LCR: 1.49 );

  -- $10.7 million class M3 downgraded to 'BB' from 'AA-'
     (BL:34.79, LCR: 1.35 );

  -- $7.8 million class M4 downgraded to 'BB' from 'A+'
     (BL:32.29, LCR: 1.26 );

  -- $9.3 million class M5 downgraded to 'B' from 'A'
     (BL:29.31, LCR: 1.14 );

  -- $6.8 million class M6 downgraded to 'B' from 'A-'
     (BL:27.05, LCR: 1.05 );

  -- $10.0 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL:23.70, LCR: 0.92 );

  -- $8.0 million class M8 downgraded to 'CCC' from 'BBB+'
     (BL:20.95, LCR: 0.81 );

  -- $5.6 million class M9 downgraded to 'CC' from 'BBB'
     (BL:18.85, LCR: 0.73 );

  -- $8.3 million class M10 downgraded to 'CC' from 'BBB-'
     (BL:16.38, LCR: 0.64 );

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 22.65%
  -- Realized Losses to date (% of Original Balance): 1.73%
  -- Expected Remaining Losses (% of Current balance): 25.71%
  -- Cumulative Expected Losses (% of Original Balance): 18.31%

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


FORD MOTOR: Supplier Navistar Re-Files Breach of Contract Lawsuit
-----------------------------------------------------------------
Navistar International Corp. has re-filed a lawsuit against Ford
Motor Co. for violating a diesel engine contract in which Ford
promised that Navistar would be Ford's primary manufacturer and
supplier of V-6 and V-8 diesel engines in North America, including
diesel engines for Ford's F-150 pickup trucks.

The suit, filed in the Circuit Court of Cook County, Illinois,
seeks "at least hundreds of millions of dollars."

Navistar originally sued Ford in June 2007 alleging breach of the
contract.  Cook County Circuit Court Judge Dennis Burke dismissed
that suit to allow for mediation of the dispute by a third-party.  
Navistar and Ford were unable to resolve the dispute through
mediation, so Navistar now has re-filed the lawsuit.

According to the lawsuit, Ford will introduce a 4.4 liter diesel
engine for production in North America by late 2009 or 2010 or
possibly earlier.  Ford intends to produce the engine itself for
use in the F-150, and possibly other vehicles.  The lawsuit states
that Ford cannot manufacture the engine without violating its
contract with Navistar.  Reportedly, Ford will produce the engines
at a Ford facility in Chihuahua, Mexico.

The lawsuit states that Navistar spent millions of dollars and
devoted years of its employees' time to develop a next generation
diesel engine named "Lion" for use in F-150 pickup trucks and
other vehicles in which Ford had not previously offered diesel
engines.  Ford agreed that Navistar, which has been the exclusive
diesel engine supplier for Ford's heavy-duty pickup trucks since
1979, would be the manufacturer and supplier of the new engines
for the North American vehicle market.

The lawsuit, filed Feb. 26, 2008, is separate from previously
reported litigation between the two companies.  In 2007, Ford
filed a lawsuit against Navistar involving engine pricing and
warranty claims on Power Stroke diesel engines.  Navistar counter-
sued, stating that pricing was consistent with contractual
agreements, that the warranty claims were entirely without merit
and that Ford has stopped honoring the terms of an agreement under
which the engines were built.  Navistar amended its counter-suit
in May 2007 and asked for in excess of $2 billion in damages.

                  About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Brazil,
Iceland and India.

                         About Ford Motor

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

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

                          *     *     *

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

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


FORTUNOFF: 13 Creditors Request the Return of Goods
---------------------------------------------------
Thirteen creditors demand the return of their goods from Fortunoff
Fine Jewelry and Silverware LLC and its debtor-affiliates:

                                       Amount of
   Creditors                             Goods
   ---------                           ---------
   Shade Trends, Ltd.                    $38,000
   Uneek Jewelry, Inc.                    54,659
   Leo Schachter Diamonds LLC             55,399
   Kama Jewellery (India) Pvt. Ltd.       84,556
   Rama International LLC                 20,133
   Breitling USA, Inc.                    20,835
   Swarovski North America, Ltd.          38,282
   Michael Werdiger, Inc.                110,634
   D'Annunzio Showcase Dealers, Inc.      63,800
   Verstandig & Sons, Inc.               343,126
   Royal Trade Ltd.                       52,510
   Modern Marketing Concepts, Inc.         4,875
   Georgianna Koulianos Designs, Inc.    unknown

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.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtors filed for bankruptcy, they listed assets and
debts between $100 million to $500 million.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FORTUNOFF: Wants to Close Sale Before Paying Rent to El-Kam
-----------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates ask the Hon. James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York to defer El-Kam Realty Co.'s
request for the immediate payment of rent until the closing of the
sale of substantially all of the Debtors' assets.

Frank A. Oswald, Esq., at Togut Segal & Segal LLP, in New York,
relates that the El-Kam leases are scheduled on the notices of
proposed assumption and assignment of executory contracts and
unexpired leases as contracts that may be assumed by the Debtors
and assigned to a buyer pursuant to the Sale.

Mr. Oswald contends that upon the proposed assumption and
assignment of the Leases, the buyer will replace the Debtors as
responsible party to the Leases and will be liable for the
obligations arising under the Leases after the assignment in
addition to paying the amounts necessary to cure any defaults
under the Leases.

Mr. Oswald argues that by the date of the hearing on El-Kam's
request, the matter will likely be moot as a result of the
anticipated assumption and assignment of the Leases to the buyer
and the requirement imposed by Section 365(b) of the Bankruptcy
Code for the cure of all Lease defaults.

Even if the Leases were rejected, Mr. Oswald says that El-Kam's
claims for postpetition rent are entitled to administrative
expense priority in accordance with the Bankruptcy Code and will
be addressed accordingly.

As reported in the Troubled Company Reporter on Feb. 21, 2008, the
Court gave the Debtors authority, on a final basis, to pay
prepetition shipping, warehousing, delivery charges, and related
possessory liens, which are necessary to obtain the release of
goods in the possession of shippers and warehousemen.

The Court, however, limited payments of the Prepetition Delivery
Charges to $3,000,000, in the aggregate.

Judge Peck also authorized and directed all applicable banks and
other financial institutions to receive, process, honor and pay
any and all checks evidencing amounts paid by the Debtors to
Shippers and Warehousemen, whether presented prior to or after
Feb. 4, 2008.

                        About Fortunoff

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

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns       
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtors filed for bankruptcy, they listed assets and
debts between $100 million to $500 million.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FREMONT GENERAL: Audit Completion Delays Annual Report Filing
-------------------------------------------------------------
Fremont General Corporation disclosed that the company's
independent auditors, Squar Milner Peterson Miranda & Williamson
LLP, will be delayed in completing their audit of the company's
consolidated financial statements for the year ended Dec. 31,
2007.

As a result, the company delayed the filing of its Annual Report
on Form 10-K for the year ended Dec. 31, 2007, with the U.S.
Securities and Exchange Commission, which was originally due on
Feb. 29, 2008.  

The company is not able to determine when it will be able to file
its 2007 Annual Report with the SEC.

In connection with ongoing reviews and the company's preparation
of its 2007 consolidated financial statements, Fremont
Investment & Loan may need to record additional asset write-downs
and reserves, which could result in further losses or,
alternatively, will require the bank to adjust downward its
regulatory capital.

In either case, such potential adjustments will further erode the
bank's total equity capital of $448.6 million that was reported in
the bank's Call Report publicly filed with the FDIC on Jan. 30,
2008, for the year ended Dec. 31, 2007.  In addition, if the
possible adjustments are ultimately recorded by the bank, such
adjustments could have an adverse effect on the company's
financial condition, results of operations and business.

Fremont General also has significant liquidity risk as a result of
limited sources of cash available to satisfy its obligations.  At
Dec. 31, 2007, Fremont General had $21.1 million in cash and cash
equivalents for payment of ongoing operating expenses, debt
service and inter-company settlements.

Since March 2007 when the company and the bank first became
subject to regulatory enforcement orders, the company's
traditional source of funding, dividends from the bank, has been
disrupted.  Without the ability to rely on dividends from the
bank, the company will require funds from other capital sources to
meet its obligations.

             Delay in Annual Meeting of Shareholders

Also, as a result of the delay in filing its 2007 Annual Report,
the company will have to delay its combined 2007 and 2008 Annual
Meeting of Shareholders, scheduled to be held on April 16, 2008.

Under the requirements of the New York Stock Exchange, listed
companies are required to hold an annual meeting of its
shareholders during each fiscal year.  In 2007, because of the
regulatory enforcement orders and the related business
restructurings undertaken by the company and the bank, the company
did not hold an Annual Meeting of Shareholders.  The company and
the NYSE had agreed that the company would be able to satisfy the
NYSE annual shareholder meeting requirement by holding a Combined
Annual Meeting of Shareholders that would cover both 2007 and
2008, provided such Combined Annual Meeting was held by April 30,
2008.

If the company is not able to timely file its 2007 Annual Report
and is not able to hold the Combined Annual Meeting by April 30,
2008, the company will need to engage the NYSE in further
discussions.

There can be no assurance that the company's failure to hold
the Combined Annual Meeting by April 30, 2008, or the delay in
filing the company's 2007 Annual Report would not lead the NYSE to
consider the possible suspension or delisting from the NYSE of the
Company's common stock and its 9% Trust Originated Preferred
Securities.

                  Management's Strategic Options

The company, together with Credit Suisse and Sandler O'Neill, is
working to develop and implement strategic initiatives in an
attempt to resolve the company's potential capital deficiencies.
These initiatives include, but are not necessarily limited to,
raising capital and restructuring the company's senior debt and
Preferred Securities and soliciting indications of interest
relating to a possible sale of the company.  The company cannot
give any assurance as to whether any of these efforts will be
successful.

As an initial step in its efforts to preserve capital, the company
disclosed that the company's board of directors approved
exercising the company's right to defer indefinitely, until
further notice, the regularly scheduled quarterly interest
payments on its 9% Junior Subordinated Debentures.  Directly
related thereto, Fremont General Financing I, a statutory business
trust and trust subsidiary of the company, will defer distribution
payments on its Preferred Securities, beginning with the
distributions that would have otherwise been paid on March 31,
2008.

The terms of the Trust and the underlying 9% Junior Subordinated
Debentures held by the Trust permit the deferral of the
distribution payments and the underlying interest payments for up
to 20 consecutive quarters.  The Preferred Securities are traded
on the NYSE under the symbol "FMTPR."  Although this deferral will
preserve cash at the company, it is merely an initial step in a
process, and will not be sufficient to solve the company's cash
flow problems or the significant capital needs of the company and
the bank.

                     About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial  
services holding company which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail Banking Division of Fremont Investment & Loan continues
to offer a variety of savings and money market products as well as
certificates of deposits across its 22 branch network. Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Fremont General Corp. to 'CCC+' from
'B-'.  At the same time, S&P removed its ratings on Fremont from
CreditWatch Developing, where they were placed on May 22, 2007,
and placed on them on CreditWatch Negative.


FRESH DEL MONTE: Earns $179.8 Million in Fiscal Year 2007
---------------------------------------------------------
Fresh Del Monte Produce Inc. released strong financial and
operating results for the fourth quarter and year ended Dec. 28,
2007.

Net income for the 2007 fourth quarter increased to $34.4 million,
compared with a net loss of $58.8 million in the fourth quarter of
2006.  The increase in net income for the quarter was driven by
improvements in gross profit; reduction in selling general and
administrative expense; gains from favorable foreign exchange
rates; lower asset impairment and other charges; and the sale of
nonperforming assets.  For the full year, the company reported
net income of $179.8 million, compared with a net loss of
$142.2 million in 2006.

Results for the fourth quarter of 2007 exclude charges totaling
$7.3 million from asset impairment, restructuring and other
charges, net, primarily associated with exit activities in the
United Kingdom and Italy.  Full year results include charges
totaling $9.5 million from asset impairment, restructuring and
other charges, net.

Net sales for the fourth quarter of 2007 increased 15% to
$848.2 million, compared with $737.6 million in the prior
year fourth quarter.  The significant increase in net sales was
due to strong sales performance in all of the company's product
segments driven by product price increases in the company's gold
pineapple, canned pineapple and melon product lines; higher
worldwide banana selling prices; increased demand for bananas,
especially in emerging markets; and favorable foreign exchange
rates.  Net sales for the year increased 5% to $3.4 billion,
compared with US$3.2 billion in 2006.

Gross profit for the fourth quarter of 2007 increased to
$78.4 million, compared with gross profit of $57.4 million
in the fourth quarter of 2006.  The $21.0 million rise in
gross profit for the quarter was driven by higher selling prices
in the Company's major product lines; operational improvements
in key business segments; favorable foreign exchange rates; and
increased sales in the company's Prepared Food business segment,
a direct result of lower canned pineapple supply in the
marketplace.  These gains were partially offset by significantly
higher costs associated with the growing and procurement of
fruit, packaging, labor, fuel and transportation during the
quarter.  Gross profit for the year was $364.9 million,
compared with gross profit of $189.4 million in 2006.

"We delivered the best fourth quarter in our history, driven by
the improvements made in our business segments," said Mohammad
Abu-Ghazaleh, Chairman and Chief Executive Officer.  "In spite
of the fact that we experienced dramatic increases in fruit
production, procurement and logistics costs that exceeded
previous record highs, we were still able to remain flexible and
use strategically creative methods to address these factors.  We
focused our sales of fruit to markets with the greatest demand,
focused our fresh-cut line on the highest value products,
capitalized on health and wellness and convenience trends, and
achieved higher selling prices in key product lines.  These
accomplishments were achieved without sacrificing product
quality, freshness and reliability – characteristics associated
with Fresh Del Monte Produce and the Del Monte(R) brand."

Headquartered in the Cayman Islands, Fresh Del Monte Produce Inc.
-- http://www.freshdelmonte.com/-- is one of the world's leading
vertically integrated producers, marketers and distributors of
high-quality fresh and fresh-cut fruit and vegetables, as well
as a leading producer and distributor of prepared fruit and
vegetables, juices, beverages, snacks and desserts in Europe,
the Middle East and Africa.  Fresh Del Monte markets its
products worldwide under the Del Monte(R) brand, a symbol of
product quality, freshness and reliability since 1892.

Del Monte Fresh Produce Company has offices in Florida in the
U.S., Monte Carlo in Monaco, and Kowloon in Hong Kong.  The
company has operations in Chile, Brazil, France, Philippines, and
Korea.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Cayman Islands-based Fresh Del Monte Produce
Inc., and removed the rating from CreditWatch, where it was placed
with positive implications on Nov. 1, 2007.  The outlook is
stable.


GENERAL MOTORS: To Idle More Plants As Supplier's UAW Talks Resume
------------------------------------------------------------------
Two more General Motors Corp. plants are likely to shutter this
week as supplier American Axle & Manufacturing Inc. continues to
negotiate with United Auto Workers union workers on strike, Tom
Krisher of The Associated Press reports.

As reported in the Troubled Company Reporter on Feb. 29, 2008,
GM's production of Chevrolet Silverado and GMC Sierra pickups at
the Pontiac Assembly Center, which has 2,500 hourly and salaried
employees, in Michigan, ceased after the first shift Thursday.

On Friday, GM production factories in Flint, Michigan, Fort Wayne,
Indiana, and Oshawa, Ontario, were idled after the second shift,
displacing a total of 9,503 hourly and salaried workers.

A list of impacted facilities is available at
http://bankrupt.com/misc/GMImpactedPlants_5pm_feb29.pdf

As previously reported, UAW president Ron Gettelfinger and Vice
President James Settles disclosed that members at American Axle
began an unfair labor practices strike at 12:01 a.m. on Feb. 26,
2008, following expiration of a four-year master labor agreement.

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

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

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



GENOIL INC: Appoints David A. Johnson to Board of Directors
-----------------------------------------------------------
Genoil Inc. appointed David A. Johnson, Esq. to join its board of
directors.  As a result, and subject to regulatory approval, the
Genoil board of directors consists of Messrs.  David Lifschultz,
Joseph Fatony, Harry Bloomfield, Q.C. and David Johnson, Esq.

Mr. Johnson is a lawyer with Bloomfield & Associates in Montreal,
Quebec, Canada, specializing in Canadian Federal and Provincial
Corporate Law, Commercial Law, Commercial Transactions, Trade-
marks and Copyright Law.

Headquartered in Calgary, Canada, Genoil Inc. (OTC BB: GNOLF.OB)
(CDNX: GNO.V) -- http://www.genoil.net/ -- is an international     
engineering technology development company focused on providing
innovative solutions to the oil and gas industry through the use
of proprietary technologies.  The company's business activities
are primarily directed to the development and commercialization of
its upgrader technology, which is designed to economically convert
heavy crude oil into light synthetic crude.

                      Going Concern Doubt

BDO Dunwoody LLP's audit report on Genoil Inc. is expressed in
accordance with Canadian reporting standards which do not permit
reference to conditions and events which cast substantial doubt
about the company's ability to continue as a going concern when
these are adequately disclosed in the financial statements.  

As at Dec. 31, 2006, the company has incurred a loss of
CDN$13.9 million for the year and has accumulated losses of
CDN$43.8 million since inception.  The ability of the company to
continue as a going concern is in substantial doubt and is
dependent on achieving profitable operations, commercializing its
upgrader technology, and obtaining the necessary financing in
order to develop this technology further.


GENOIL INC: To Conduct $2 Million Private Placement of Units
------------------------------------------------------------
Genoil Inc. intends to conduct a private placement for total gross
proceeds of up to $2 million, whereby the corporation will issue
Units at a price of $0.66 per Unit, each Unit consisting of one
common share and 0.25 common share purchase warrants.

The Warrants are exercisable until five years after their issue
date at a price of $0.99.  The common shares issued in connection
with this private placement are subject to a four-month hold
period pursuant to the rules of the TSX Venture Exchange and
Canadian securities legislation.  Completion of the private
placement remains subject to receipt of all necessary approvals,
including that of the TSX Venture Exchange.

The securities to be issued by the corporation have not and will
not be registered under the United States Securities Act of 1933,
as amended, or the securities laws of any state of the United
States, and may not be offered or sold in the United States absent
registration or an applicable exemption therefrom under the 1933
Act and the securities laws of all applicable states.

                         About Genoil Inc.

Headquartered in Calgary, Canada, Genoil Inc. (OTC BB: GNOLF.OB)
(CDNX: GNO.V) -- http://www.genoil.net/ -- is an international     
engineering technology development company focused on providing
innovative solutions to the oil and gas industry through the use
of proprietary technologies.  The company's business activities
are primarily directed to the development and commercialization of
its upgrader technology, which is designed to economically convert
heavy crude oil into light synthetic crude.

                      Going Concern Doubt

BDO Dunwoody LLP's audit report on Genoil Inc. is expressed in
accordance with Canadian reporting standards which do not permit
reference to conditions and events which cast substantial doubt
about the company's ability to continue as a going concern when
these are adequately disclosed in the financial statements.  

As at Dec. 31, 2006, the company has incurred a loss of
CDN$13.9 million for the year and has accumulated losses of
CDN$43.8 million since inception.  The ability of the company to
continue as a going concern is in substantial doubt and is
dependent on achieving profitable operations, commercializing its
upgrader technology, and obtaining the necessary financing in
order to develop this technology further.


GO LOGISTICS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Go Logistics, Inc.
        dba Go Trans Inc.
        157 South Parkway East
        Memphis, TN 38106

Bankruptcy Case No.: 08-21864

Type of Business: The Debtor is a carrier company.  It owns and
                  operates trucks.

Chapter 11 Petition Date: February 26, 2008

Court: Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  Harris Shelton Hanover Walsh, PLLC
                  One Commerce Square
                  Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  jscharff@harrisshelton.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
VFS US LLC                       20 Volvo Trucks       $300,000
c/o Spencer Clitf, Esq.
165 Madison Avenue
Suite 2000
Memphis, TN 38103

PREPASS                                                $170,318
23566 Network Place
Chicago, IL 60673

Internal Revenue Service         Federal Payroll       $116,038
Memphis, TN 37501                Taxes

                                 Corporate Income       $50,651
                                 Tax(Form 1120)

Tom Bell Leasing                                       $156,581

Navistar                         10 Trailers and       $563,000
                                 International        ($431,000
                                 Trucks                secured)

Tennessee Department of Revenue  Franchise & Use Tax    $58,880

                                 IFTA 1st Quarter 2007  $21,901

                                 IFTA 2nd Quarter 2007  $17,183

Southern Tire Mart, LLC                                 $60,029

BB&T Leasing Corporation                                $59,912

H&P Leasing Inc.                                        $45,026

Xtra Lease                                              $37,442

Barloworld Truck Center                                 $36,301

Quality Tire and Service LLC                            $24,530

Sprint/Nextel                                           $24,289

Key Equipment Finance Inc.       Qualcomm Tracking      $22,600
                                 Devices
                                 
FEDEX                                                   $18,344


HANGER ORTHOPEDIC: Expands Presence with Five Medical Unit Buyouts
------------------------------------------------------------------
Hanger Orthopedic Group Inc. acquired Colorado Professional
Medical Inc., Beverly Hills Prosthetics-Orthotics Inc., Orthotic-
Prosthetic Center Inc., Precision Orthotics of Tuscon Inc., and
Compton-Jones Orthotics LLC.  

The company relates that these acquisitions will provide Hanger
with an enhanced presence in Colorado, California, Florida,
Arizona and West Virginia and they add a net total of nine
additional patient care facilities.

"These acquisitions continue our strategy of incrementally
increasing our market share in local markets or providing us entry
into interesting new markets," Ivan R. Sabel, chairman and CEO,
stated.  "As with our previous acquisitions, these transactions
were financed with internally generated cash flows and will be
accretive to earnings after the completion of the initial
integration period.  We are very pleased to welcome the
professionals from these acquisitions to our team."

                   About Hanger Orthopedic

Headquartered in Bethesda, Maryland, Hanger Orthopedic Group Inc.
(NYSE: NYSE: HGR) -- http://www.hanger.com/-- is a provider of  
orthotic and prosthetic patient care services.  Hanger owns and
operates 636 patient care centers in 45 states and the District of
Columbia, with over 3,500 employees including 1060 practitioners.

                          *     *     *

Hanger Orthopedic Group Inc. continues to carry Moody's Investor
Service's 'B2' long term corporate family rating which was
assigned on April 2007.


HANLEY WOOD: S&P Changes Outlook to Negative on Weak Operations
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Hanley
Wood LLC to negative from stable.  At the same time, S&P affirmed
all ratings on the company, including the 'B' corporate credit
rating.
      
"The outlook revision reflects Hanley's weaker than expected 2007
operating results, and our concern that the soft U.S. housing
market and general economic conditions will continue to pressure
performance in 2008," explained Standard & Poor's credit analyst
Michael Altberg.
     
The ratings on Washington, District of Columbia-based Hanley Wood
reflect high financial risk resulting from the August 2005
leveraged acquisition of the company and EBITDA declines over the
last year, cyclical operating performance, and limited business
diversity.  The company's good niche competitive positions in the
residential publishing and exhibition industries only partially
offset these factors.
     
Hanley Wood is a leading specialized business-to-business media
company serving the residential and commercial construction
industry.  The company's operations include more than 40 trade
magazines and 16 expositions, with a concentration of
profitability in two operations: Builder magazine and the Worlds
of Concrete trade show.  Hanley Wood has been making acquisitions
to increase the EBITDA contribution from exhibitions, which have
higher margins and are less vulnerable to economic downturns than
its magazines.  This strategy helped increase exhibitions'
contribution to roughly 60% of operating cash flow for the 12
months ended Sept. 30, 2007, from about 46% in 2005.


HE&PG REALTY: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: HE&PG Realty, LLC
        dba University Parks Lofts
        81 Main Street
        Hopkinton, MA 01748

Bankruptcy Case No.: 08-40518

Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: February 26, 2008

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: John A. Burdick, Jr., Esq.
                  679 Pleasant Street
                  Paxton, MA 01612
                  Tel: (508) 752-4633
                  Fax: (508)754-1071
                  jburdick1960@charterinternet.com

Total Assets: $5,310,000

Total Debts:  $4,831,199

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kathleen Buckley                                       $275,000
24 Wedgewood Drive
Hopkinton, MA 01748-1180

Brett Levy                                             $275,000
6 Emma Drive
Hopkinton, MA 01748-1574

Groom Construction               Trade Debt             $34,533
96 Swampscott Road
Salem, MA 01970-1730

Chase Card Services              Trade Debt              $8,570

Christopher Flood, Esq.          Trade Debt              $7,672

Advanta Bank Corp.               Trade Debt              $6,278

Timothy N. Terranella            Trade Debt              $5,000

Crystal Anson                    Trade Debt              $5,000

Capital One Bank                 Trade Debt              $3,961

Resource Control Associates Inc. Trade Debt              $1,292

Citibusiness Platinum Card       Trade Debt              $1,157

EBI Consulting                   Trade Debt                $870


HHGREGG INC: Moody's Lifts Corp. Family Rating to 'Ba3' From 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
HHGREGG, Inc. to Ba3 from B1, and affirmed the SGL-2 speculative
grade liquidity rating.  The outlook is stable.  These actions
conclude the review for possible upgrade initiated on Oct 12,
2007.

These ratings were upgraded:

  -- Corporate family rating to Ba3 from B1;
  
  -- Probability of default rating to Ba3 from B1, and

  -- Senior secured term loan B maturing 2013 to Ba3 (LGD 3, 49%)
     from B2 (LGD 4, 62%)

These ratings were affirmed:

  -- Speculative grade liquidity rating at SGL-2, and

  -- Senior notes at B2 (LGD 6, 90%), with the rating to be
     withdrawn following repayment.

The upgrade of the corporate family rating recognizes the
improvements in debt protection measures that have resulted from
Gregg's solid operating performance coupled with significant debt
reductions over the past 18 months.  "Gregg has thus far been able
to weather the macroeconomic storm that has negatively impacted a
significant number of retailers, with the result that the solid
operating performance for the past two quarters has driven this
rating upgrade," stated Moody's Senior Analyst Charlie O'Shea.

Gregg's Ba3 rating is underpinned by the company's differentiated
service model, varied product offerings and thus-far successful
expansion, all of which contribute to strong operating performance
and result in credit metrics that are at the upper end of the
rating category.  These strong metrics are balanced by Gregg's
smallish revenue base and the intense competition within all of
its product categories, with larger retailers present across the
board.  The rating also considers the integration risk associated
with the aggressive store expansion in new markets.

The two-notch upgrade of the company's term loan to Ba3 from B2
reflects both the overall probability of default of Ba3, and loss
given default assessments of LGD4, 56%.  The rating also reflects
the structural seniority of the debt, subordinated only to
priority trade payables.  The term loan will amortize 1% per annum
with a bullet payment at maturity in July 2013.  The rated debt is
guaranteed by all of borrower's domestic subsidiaries.

The SGL-2 speculative grade liquidity rating, representing good
liquidity, reflects Moody's expectation that Gregg will be able to
fund most of its cash flow requirements over the next twelve
months out of internal sources with only minimal reliance on the
$100 million secured bank revolving credit facility.

HHGREGG is a specialty retailer of consumer electronics, home
appliances, mattresses and related services operating under the
names HHGREGG(R) and Fine Lines(R).  HHGREGG currently operates 87
stores in Alabama, Georgia, Indiana, Kentucky, North Carolina,
Ohio, South Carolina and Tennessee.  Sales for the twelve months
ended Dec 31, 2007 were $1.2 billion.


IMPAC MORTGAGE: Board Appoints Todd Taylor as Interim CFO
---------------------------------------------------------
On Feb. 12, 2008, the Board of Directors of Impac Mortgage
Holdings Inc. appointed Todd Taylor as interim chief financial
officer effective immediately.

Mr. Taylor served as the chief accounting officer of Impac
Mortgage Holdings Inc. from October 2007 until February 2008.  Mr.
Taylor joined Impac Mortgage Holdings Inc. in October 2004 as the
senior vice president and controller, and served in this position
until he was promoted to chief accounting officer in October 2007.

Prior to joining Impac Mortgage Holdings Inc., Mr. Taylor served
as the chief financial officer and secretary for Primal Solutions
Inc. from August 2003 until October 2004.

In connection with his appointment, on Feb. 12, 2008, the Board
granted Mr. Taylor options to purchase 250,000 shares of the
company's common stock at an exercise price of $1.33 per share.
All of the options vest two years from the date of grant and
expire five years from the date of grant.  Furthermore, Mr.
Taylor's annual salary was increased to $280,000 per year.

                  About Impac Mortgage Holdings

Headquartered in Irvine, California, Impac Mortgage Holdings Inc.
(NYSE: IMH) -- http://www.impaccompanies.com/--  is a mortgage
REIT, which through its Long Term Investment Operations is
primarily invested in non-conforming Alt A mortgage loans (Alt-A)
and to a lesser extent small balance commercial and multi-family
loans.  The company also operates a significantly reduced Mortgage
Operations, which acquires, originates and sells conforming loans
that are eligible for sale to government sponsored agencies.  The
company is organized as a REIT for tax purposes, which generally
allows it to pass through earnings to stockholders without federal
income tax at the corporate level.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Impac Mortgage disclosed in a Securities and Exchange Commission,
that it received a notice of event of default.  At Sept. 30, 2007,
the outstanding balance of the reverse repurchase facility with
UBS Real Estate Securities Inc. and the warehouse facility with
Colonial Bank was an aggregate of $407 million.

Pursuant to the terms of each arrangement, the company was in
technical default under certain income and tangible net worth
covenants.  The company has requested a waiver of default from
each these lenders, and has not received the waivers as of
Nov. 13, 2007.


INDEPENDENCE V: Moody's Downgrades Ratings on Weak Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes by Independence V CDO, LTD. a
collateralized debt obligation issuer.

Class Description: the $396,000,000 Class A-1 First Priority
Senior Secured Floating Rate Notes Due 2039

  -- Prior Rating: Aaa
  -- Current Rating: A3, on review for possible downgrade

Class Description: the $84,000,000 Class A-2A Second Priority
Senior Secured Floating Rate Notes Due 2039

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

Class Description: the $15,000,000 Class A-2B Second Priority
Senior Secured Floating Rate Notes Due 2039

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

Class Description: the $56,400,000 Class B Senior Secured Floating
Rate Notes Due 2039

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

In addition, Moody's Investors Service also downgraded these
notes:

Class Description: the $26,000,000 Class C Mezzanine Secured
Floating Rate Notes Due 2039

  -- Prior Rating: Baa2
  -- Current Rating: C

Class Description: Series 1 Preference Shares with an Aggregate
Liquidation Preference of $19,100,000

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

Class Description: Series 2 Preference Shares with an Aggregate
Liquidation Preference of $5,500,000

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


INSMED INC: Securities Listing Transferred to Nasdaq Capital
------------------------------------------------------------
Insmed Inc. received a letter from the Nasdaq Listings
Qualifications Panel stating that the Panel has determined to
transfer the listing of the company's shares from the Nasdaq
Global Market to the Nasdaq Capital Market, effective Feb. 29,
2008.

The Nasdaq Capital Market is one of the three market tier
designations for Nasdaq-listed stock, and includes over 500
companies.  The Nasdaq Capital Market operates in substantially
the same manner as the Nasdaq Global Market.  It is not related
to, nor does it operate similarly to the over-the-counter markets,
including the OTCBB and Pink Sheets.

Securities listed on the Nasdaq Capital Market satisfy all
applicable qualification requirements for Nasdaq securities and
all companies listed on the Nasdaq Capital Market must meet
certain financial requirements and adhere to Nasdaq's corporate
governance standards. Insmed's trading symbol will remain "INSM."

The determination is the result of a hearing between Insmed and
the Panel on Jan. 24, 2008, regarding Insmed's non-compliance with
Marketplace Rule 4405(a)(5), the minimum bid price requirement of
$1 per share, a continued listing requirement of Nasdaq.

Once Insmed's securities are transferred to the Nasdaq Capital
Market, it will have until June 12, 2008, to regain compliance
with Nasdaq's minimum bid price requirement of $1 per share.
Should the company not regain compliance by this date, its shares
shall be delisted from the Nasdaq Capital Market.  After
delisting, the company's common stock could be eligible to trade
on the OTCBB or the Pink Sheets.

                        About Insmed Inc.

Headquartered in Glen Allen, Virginia, Insmed Inc. (NasdaqGM:
INSM)  --  http://www.insmed.com/-- is a biopharmaceutical   
company focused on the development and commercialization of drug
candidates for the treatment of metabolic diseases and endocrine
disorders with unmet medical needs.

                        Going Concern Doubt

Ernst & Young LLP, in Richmond, Virginia, expressed substantial
doubt about Insmed Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses and negative cash flows from
operations.


INTEGRATED HEALTHCARE: Has $47.1 Million Equity Deficit at Dec. 31
------------------------------------------------------------------
Integrated Healthcare Holdings Inc.'s consolidated balance sheet
at Dec. 31, 2007, showed $127.5 million in total assets and
$174.6 million in total liabilities, resulting in a $47.1 million
total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $70.3 million in total current
assets available to pay $81.6 million in total current
liabilities.

The company reported a net loss of $33.3 million on net operating
revenues of $88.2 million in the third quarter ended Dec. 31,
2007, compared with a net loss of $13.4 million on net operating
revenues of $87.1 million in the same period ended Dec. 31, 2006.

Net operating revenues for the three months ended Dec. 31, 2007,
increased 1.2% compared to the same period in 2006.  This is
mainly attributable to admissions for the three months ended
Dec.  31, 2007 increasing by 1.2% compared to the same period in
2006.

Operating loss for the three months ended Dec. 31, 2007, was
$2.4 million compared to $4.1 million for the three months ended
Dec. 31, 2006.  The decrease in operating loss in 2007 is
primarily due to increased volumes, gain on the repurchase of
accounts receivable and decrease in the provision for
doubtful accounts.

For the three months ended Dec. 31, 2007, there was an
$8.1 million increase in the loss from the change in fair value of
warrant liability compared to the comparable period in 2006.  For
the three months ended Dec. 31, 2007, there was an $11.4 million
increase in common stock warrant expense compared to the
comparable period in 2006.  These were the result of new and
revised warrants issued in connection with a new financing
arrangement and were required to be recorded at fair value and
immediately expensed under the provisions of EITF 00-19.

Interest expense for the three months ended Dec. 31, 2007, was
$4.1 million, or $840,000, more than the same period in 2006.  
This included $1.5 million in loan origination fee expense and
amortization of loan fees associated with the company's new
financing arrangement.

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?289a

                   About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare Holdings
Inc. (OTC BB: IHCH) is a partially physician-owned management
company that operates the following four hospital facilities in
Orange County, California: 282-bed Western Medical Center in Santa
Ana; 188-bed Western Medical Center in Anaheim; 178-bed Coastal
Communities Hospital in Santa Ana; and 114-bed Chapman Medical
Center in Orange.


INTEGRATED SECURITY: Dec. 31 Balance Sheet Upside-Down by $10.7 M.
------------------------------------------------------------------
Integrated Security Systems Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $7,115,285 in total assets, $17,679,758 in
total liabilities, and $193,893 in minority interest, resulting in
a $10,758,366 total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $4,154,577 in total current assets
available to pay $9,211,434 in total current liabilities.

The company reported a net loss of $155,567 on sales of $2,954,550
for the second quarter ended Dec. 31, 2007, compared with a net
loss of $766,024 on sales of $2,436,443 in the corresponding
period ended Dec. 31, 2006.

During the quarter ended Dec. 31, 2007, the company reached a
settlement agreement relating to the company's acquisition of B&B
ARMR Corporation in 2003.  The former owners of B&B ARMR
Corporation filed a lawsuit against the company relating the earn-
out provisions of the acquisition agreement.  Due to the
settlement, the company recognized a gain on extinguishment of
liability in the amount of $241,152 for the three months ended
Dec. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?289c

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Weaver and Tidwell LLP expressed substantial doubt about
Integrated Security Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended June 30, 2007.  The auditing firm pointed to the
company's significant losses from operations.

                    About Integrated Security

Headquartered in Carrollton, Texas, Integrated Security Systems
Inc. (OTC BB: IZZI) - http://www.integratedsecurity.com/-- is a  
total solutions company in the emerging high growth integrated
security systems market.  Formed in 1991, ISSI is a developer,
manufacturer, distributor and service provider of high value-added
security and safety solutions for commercial, industrial and
governmental organizations.


IAC/INTERACTIVECORP: Unit Teams with Cablevision to Buy AEG Stake
-----------------------------------------------------------------
Cablevision Systems Corp. and Ticketmaster, IAC/InterActiveCorp.'s
unit, are currently discussing to jointly buy 49% of AEG Live, a
concert promoter owned by Anschutz Corp., The Wall Street Journal
and The New York Tiimes relate, citing sources knowledgeable with
the deal.

Pursuant to the agreement, Ticketmaster will own 15% interest in
AEG Live while Cablevision will own 34%, reports say.

Based on the reports, the new transaction is the companies' way to
survive in a "turbulent music industry."  The companies intend to
integrate traditionally independent operations and allow a single
entity to manage and provide full service in the music industry,
the reports reveal.

The recent plan spurred from initial efforts by AEG Live's rival,
Live Nation, to become a full service entity providing ticketing
services and promoting concerts, say the reports.

The reports add that AEG Live is estimated to be worth $400
million.

Ticketmaster is controlled by Barry Diller while Cablevision is
headed by James L. Dolan

                         About AEG Live

AEG Live is a privately held corporation owned by Philip F.
Anschutz and promotes concerts.  Its main competitor is Live
Nation.  AEG also owns venues like London's O2 Arena, various
Nokia Theatre locations in the United States and the Staples
Center in Los Angeles.

                    About Cablevision Systems

Cablevision Systems Corporation (NYSE: CVC) -- is a cable operator
in the United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served approximately 3.1 million basic
video subscribers in and around the New York City metropolitan
area.  Through its wholly owned subsidiary, Rainbow Media Holdings
LLC, Cablevision owns interests in and manages numerous national
and regional programming networks, the Madison Square Garden
sports and entertainment businesses, and cable television
advertising sales companies.  Through Cablevision Lightpath Inc.,
its wholly owned subsidiary, the company provides telephone
services and Internet access to the business market.  The company
operates in three segments: Telecommunications Services, Rainbow
and Madison Square Garden.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Standard & Poor's Rating Services said its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it plans to divide itself into five publicly traded
companies.


INTERSTATE HOTELS: To Correct Errors in Financial Statement
-----------------------------------------------------------
The Audit Committee of Interstate Hotels & Resorts Inc. on Feb.
26, 2008 determined, after discussions with management, that the
previously-issued financial statements of the company as of and
for the quarters ended March 31, 2007, June 30, 2007, and Sept.
30, 2007, should no longer be relied upon because of errors in the
company's calculation of intangible asset impairment charges that
resulted from the termination of certain hotel management
contracts.

The company should have recognized additional impairment losses of
$2.3 million, $4.5 million and $800,000 for the write-off of
intangible assets related to hotel management contracts that were
terminated during the quarters ended March 31, 2007, June 30,
2007, and Sept. 30, 2007, respectively.

The recognition of the additional impairments, partially offset by
the lower amortization expense recorded during each period will
reduce previously reported net income (loss), by approximately
$1.3 million, $2.5 million and $200,000 for the quarters ended
March 31, 2007, June 30, 2007, and Sept. 30, 2007, respectively.

Recognition of these additional impairment charges would also
reduce previously reported amounts for intangible assets, total
assets and stockholders' equity by an aggregate of $4.8 million as
of Sept. 30, 2007; will increase the amount of asset impairments
and write-offs by an aggregate of $7.6 million for the nine months
ended Sept. 30, 2007; and will reduce net income by approximately
$4.8 million for the nine months ended Sept. 30, 2007.

                     About Interstate Hotels

Headquartered in Arlington, Virginia, Interstate Hotels &
Resorts Inc. (NYSE: IHR)-- http://www.ihrco.com/-- as of
Nov. 30, 2007, Interstate Hotels & Resorts owned seven hotels
and had a minority ownership interest through separate joint
ventures in 22 hotels and resorts.  Together with these
properties, the company and its affiliates manages a total of 192
hospitality properties with more than 43,000 rooms in
36 states, the District of Columbia, Belgium, Canada,
Ireland, Mexico and Russia.  Interstate Hotels & Resorts also has
contracts to manage 15 hospitality properties with approximately
4,400 rooms currently under construction.

                          *     *     *

Interstate Hotels & Resorts Inc. continues to carry Moody's
Investor Services' 'B1' long-term corporate family rating, which
was placed in January 2007.  The outlook is negative.


ISTAR FINANCIAL: Moody's Confirms Preferred Stock Rating at 'Ba1'
-----------------------------------------------------------------
Moody's affirmed the ratings of iStar Financial (senior debt at
Baa2) and revised the outlook to negative from stable.  The
negative outlook reflects higher leverage that resulted from the
Fremont transaction and Moody's expectation that the leverage
level will remain high for its rating category in the foreseeable
future.  Moody's affirmation of the ratings in May 2007 was
predicated upon a leverage-neutral financing of the Fremont
acquisition.

The negative rating outlook also reflects the fact that as a
result of the uncertainty in the commercial real estate debt
markets, Moody's expects to see some deterioration in iStar's
asset quality, a retreat in asset growth, and pressure on earnings
through 2008.  Pressure on earnings is expected to stress fixed
charge coverage which was 1.6x at YE2007 and low for a Baa2-rated
REIT.

Moody's expects iStar to utilize the secured debt markets to meet
a substantial portion of its funding needs in 2008, though the
rise in secured debt level is expected remain below 10% of gross
assets.  Moody's will continue to monitor future funding sources.   
While the rating agency sees a place for secured debt in the
REIT's capital structure, additional amounts of secured debt
(beyond 10% of gross assets) could compromise the propriety of
iStar's investments with its financiers/competitors, and
potentially jeopardize its franchise and competitive position,
adding further to rating pressures.  The current ratings reflect
the diversification of its asset pool by geography and collateral
type, and the sophistication of its management team and risk
measures to manage through the existing market uncertainty.

Moody's stated that a return to a stable outlook would be
predicated on lowered leverage (debt plus preferred stock to
common equity in the mid-2.0x), sustained fixed charge coverage
above 1.85x, and secured debt level remaining below 10% of gross
assets.  A rating downgrade would result from a material
deterioration in asset quality, weakened liquidity, leverage at
current levels or higher, and earnings pressure causing fixed
charge to remain below 1.7x.

These ratings were affirmed with a negative outlook:

iStar Financial Inc.: Senior unsecured debt at Baa2, preferred
stock at Ba1; senior debt shelf at (P)Baa2; subordinated debt
shelf at (P)Baa3; preferred stock shelf at (P)Ba1.

iStar Financial Inc. is a property finance company that elects
REIT status.  iStar provides structured mortgage, mezzanine and
corporate net lease financing.  iStar Financial is headquartered
in New York City, and had assets of $15.8 billion and equity of
$2.9 billion as of Dec. 31, 2007.


JP MORGAN: Fitch Downgrades Ratings on $3.8 Billion Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on J.P. Morgan
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $2.5 billion and downgrades total
$6.7 billion.  Additionally, $3.8 billion was placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

J.P. Morgan Mortgage Acquisition Corp. 2006-ACC1
  -- $117.8 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 60.15, LCR: 1.92);

  -- $19.8 million class A-2 affirmed at 'AAA',
     (BL:96.38, LCR: 3.08);

  -- $43.5 million class A-3 affirmed at 'AAA',
     (BL:72.04, LCR: 2.3);

  -- $43.5 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 61.04, LCR: 1.95);

  -- $18.0 million class A-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 58.77, LCR: 1.88);

  -- $34.5 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL:49.90, LCR: 1.6);

  -- $43.1 million class M-2 downgraded to 'BB' from 'AA'
     (BL:40.93, LCR: 1.31);

  -- $13.3 million class M-3 downgraded to 'B' from 'AA-'
     (BL:37.92, LCR: 1.21);

  -- $17.2 million class M-4 downgraded to 'B' from 'A+'
     (BL:34.01, LCR: 1.09);

  -- $13.3 million class M-5 downgraded to 'CCC' from 'A'
     (BL:30.98, LCR: 0.99);

  -- $9.7 million class M-6 downgraded to 'CCC' from 'A-'
     (BL:28.72, LCR: 0.92);

  -- $13.3 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL:25.40, LCR: 0.81);

  -- $7.5 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL:23.40, LCR: 0.75);

  -- $11.8 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL:20.08, LCR: 0.64);

  -- $9.7 million class M-10 downgraded to 'CC' from 'BB'
     (BL:17.44, LCR: 0.56);

  -- $6.1 million class M-11 downgraded to 'CC' from 'BB-'
     (BL:16.12, LCR: 0.52).

Deal Summary
  -- Originators: Accredited
  -- 60+ day Delinquency: 28.23%
  -- Realized Losses to date (% of Original Balance): 0.99%
  -- Expected Remaining Losses (% of Current balance): 31.27%
  -- Cumulative Expected Losses (% of Original Balance): 20.16%

J.P. Morgan Mortgage Acquisition Corp. 2006-CH1
  -- $100.8 million class A-1 affirmed at 'AAA',
     (BL: 39.48, LCR: 3.29);

  -- $90.3 million class A-2 affirmed at 'AAA',
     (BL:58.49, LCR: 4.88);

  -- $51.7 million class A-3 affirmed at 'AAA',
     (BL:48.38, LCR: 4.03);

  -- $39.7 million class A-4 affirmed at 'AAA',
     (BL:43.16, LCR: 3.6);

  -- $41.6 million class A-5 affirmed at 'AAA',
     (BL:39.34, LCR: 3.28);

  -- $21.0 million class M-1 affirmed at 'AA+',
     (BL:34.72, LCR: 2.89);

  -- $25.5 million class M-2 affirmed at 'AA',
     (BL:28.89, LCR: 2.41);

  -- $8.7 million class M-3 affirmed at 'AA-',
     (BL:26.87, LCR: 2.24);

  -- $9.6 million class M-4 affirmed at 'A+',
     (BL:24.62, LCR: 2.05);

  -- $8.7 million class M-5 affirmed at 'A',
     (BL:22.57, LCR: 1.88);

  -- $7.8 million class M-6 rated 'A-', remains on Rating Watch
     Negative (BL: 20.68, LCR: 1.72);

  -- $7.5 million class M-7 downgraded to 'BBB' from 'BBB+'
     (BL:18.78, LCR: 1.57);

  -- $6.3 million class M-8 downgraded to 'BB' from 'BBB'
     (BL:17.14, LCR: 1.43);

  -- $7.2 million class M-9 downgraded to 'BB' from 'BBB-'
     (BL:15.13, LCR: 1.26);

  -- $8.4 million class M-10 downgraded to 'B' from 'BB+'
     (BL:13.14, LCR: 1.1).

Deal Summary
  -- Originators: Chase;
  -- 60+ day Delinquency: 7.51%;
  -- Realized Losses to date (% of Original Balance): 0.11%;
  -- Expected Remaining Losses (% of Current balance): 11.99%;
  -- Cumulative Expected Losses (% of Original Balance): 9.13%;

J.P. Morgan Mortgage Acquisition Corp. 2006-CH2 Group 1
  -- $41.0 million class AF-1a affirmed at 'AAA',
     (BL:45.07, LCR: 5.24);

  -- $41.0 million class AF-1b affirmed at 'AAA',
     (BL:45.07, LCR: 5.24);

  -- $30.7 million class AF-2 affirmed at 'AAA',
     (BL:39.48, LCR: 4.59);

  -- $56.8 million class AF-3 affirmed at 'AAA',
     (BL:32.13, LCR: 3.74);

  -- $44.9 million class AF-4 affirmed at 'AAA',
     (BL:27.49, LCR: 3.2);

  -- $43.3 million class AF-5 affirmed at 'AAA',
     (BL:21.16, LCR: 2.46);

  -- $34.2 million class AF-6 affirmed at 'AAA',
     (BL:21.33, LCR: 2.48);

  -- $9.3 million class MF-1 rated 'AA+', remains on Rating Watch
     Negative (BL: 18.37, LCR: 2.14);

  -- $8.7 million class MF-2 rated 'AA', remains on Rating Watch
     Negative (BL: 15.99, LCR: 1.86);

  -- $4.9 million class MF-3 rated 'AA-', remains on Rating Watch
     Negative (BL: 14.51, LCR: 1.69);

  -- $4.7 million class MF-4 rated 'A+', remains on Rating Watch
     Negative (BL: 13.14, LCR: 1.53);

  -- $4.1 million class MF-5 rated 'A', remains on Rating Watch
     Negative (BL: 12.04, LCR: 1.4);

  -- $3.2 million class MF-6 downgraded to 'BBB' from 'A-'
     (BL:11.19, LCR: 1.3);

  -- $3.4 million class MF-7 downgraded to 'BB' from 'BBB+'
     (BL:10.45, LCR: 1.22);

  -- $2.0 million class MF-8 downgraded to 'BB' from 'BBB'
     (BL:10.25, LCR: 1.19);

  -- $4.0 million class MF-9 downgraded to 'B' from 'BBB-'
     (BL:9.88, LCR: 1.15).

Deal Summary
  -- Originators: Chase;
  -- 60+ day Delinquency: 4.96%;
  -- Realized Losses to date (% of Original Balance): 0.05%;
  -- Expected Remaining Losses (% of Current balance): 8.59%;
  -- Cumulative Expected Losses (% of Original Balance): 7.54%.

J.P. Morgan Mortgage Aquisition Corp. 2006-CH2 Group 2
  -- $691.2 million class AV-1 rated 'AAA', remains on Rating
     Watch Negative (BL: 34.36, LCR: 2.27);

  -- $166.6 million class AV-2 affirmed at 'AAA',
     (BL:47.64, LCR: 3.15);

  -- $54.3 million class AV-3 affirmed at 'AAA',
     (BL:42.72, LCR: 2.82);

  -- $72.0 million class AV-4 affirmed at 'AAA',
     (BL:37.57, LCR: 2.48);

  -- $66.2 million class AV-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 34.32, LCR: 2.27);

  -- $51.3 million class MV-1 downgraded to 'AA' from 'AA+',
     remains on Rating Watch Negative (BL: 30.36, LCR: 2.01);

  -- $44.8 million class MV-2 downgraded to 'A' from 'AA', remains
     on Rating Watch Negative (BL: 26.79, LCR: 1.77);

  -- $26.9 million class MV-3 downgraded to 'BBB' from 'AA-'
     (BL:24.60, LCR: 1.63);

  -- $24.4 million class MV-4 downgraded to 'BB' from 'A+'
     (BL:22.59, LCR: 1.49);

  -- $23.6 million class MV-5 downgraded to 'BB' from 'A'
     (BL:20.59, LCR: 1.36);

  -- $21.2 million class MV-6 downgraded to 'B' from 'A-'
     (BL:18.74, LCR: 1.24);

  -- $18.7 million class MV-7 downgraded to 'B' from 'BBB+'
     (BL:17.02, LCR: 1.13);

  -- $12.2 million class MV-8 downgraded to 'B' from 'BBB'
     (BL:15.80, LCR: 1.04);

  -- $11.4 million class MV-9 downgraded to 'CCC' from 'BBB-'
     (BL:14.60, LCR: 0.97);

  -- $16.3 million class MV-10 downgraded to 'CCC' from 'BB+'
     (BL:13.16, LCR: 0.87).

Deal Summary
  -- Originators: Chase;
  -- 60+ day Delinquency: 11.29%;
  -- Realized Losses to date (% of Original Balance): 0.12%;
  -- Expected Remaining Losses (% of Current balance): 15.13%;
  -- Cumulative Expected Losses (% of Original Balance): 12.53%.

J.P. Morgan Mortgage Acquisition Corp. 2006-CW1
  -- $1.2 million class A-1A affirmed at 'AAA',
     (BL:63.07, LCR: 2.73);

  -- $25.9 million class A-1B affirmed at 'AAA',
     (BL:52.01, LCR: 2.25);

  -- $42.9 million class A-2 affirmed at 'AAA',
     (BL:83.73, LCR: 3.62);

  -- $38.1 million class A-3 affirmed at 'AAA',
     (BL:70.62, LCR: 3.05);

  -- $103.1 million class A-4 affirmed at 'AAA',
     (BL:53.73, LCR: 2.32);

  -- $51.9 million class A-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 48.15, LCR: 2.08);

  -- $32.6 million class M-1 downgraded to 'A' from 'AA+'
     (BL:43.15, LCR: 1.86);

  -- $30.3 million class M-2 downgraded to 'BBB' from 'AA'
     (BL:38.10, LCR: 1.65);

  -- $17.8 million class M-3 downgraded to 'BBB' from 'AA'
     (BL:34.95, LCR: 1.51);

  -- $15.2 million class M-4 downgraded to 'BB' from 'AA-'
     (BL:32.21, LCR: 1.39);

  -- $14.7 million class M-5 downgraded to 'BB' from 'A+'
     (BL:29.54, LCR: 1.28);

  -- $13.4 million class M-6 downgraded to 'B' from 'A'
     (BL:27.00, LCR: 1.17);

  -- $13.4 million class M-7 downgraded to 'B' from 'BBB+'
     (BL:24.32, LCR: 1.05);

  -- $11.6 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL:21.95, LCR: 0.95);

  -- $8.9 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL:20.02, LCR: 0.87);

  -- $8.9 million class M-10 downgraded to 'CCC' from 'BBB-'
     (BL:18.43, LCR: 0.8).

Deal Summary
  -- Originators: Countrywide;
  -- 60+ day Delinquency: 21.98%;
  -- Realized Losses to date (% of Original Balance): 0.74%;
  -- Expected Remaining Losses (% of Current balance): 23.14%;
  -- Cumulative Expected Losses (% of Original Balance): 15.27%.

J.P. Morgan Mortgage Acquisition Corp. 2006-CW2 Group 1
  -- $11.1 million class AF-1 affirmed at 'AAA',
     (BL:65.36, LCR: 5.18);

  -- $15.6 million class AF-2 affirmed at 'AAA',
     (BL:55.20, LCR: 4.38);

  -- $28.5 million class AF-3 affirmed at 'AAA',
     (BL:44.83, LCR: 3.55);

  -- $12.9 million class AF-4 affirmed at 'AAA',
     (BL:44.35, LCR: 3.52);

  -- $17.1 million class AF-5 affirmed at 'AAA',
     (BL:32.32, LCR: 2.56);

  -- $14.0 million class AF-6 affirmed at 'AAA',
     (BL:32.65, LCR: 2.59);

  -- $10.5 million class MF-1 affirmed at 'AA',
     (BL:25.65, LCR: 2.03);

  -- $8.0 million class MF-2 downgraded to 'BBB' from 'A'
     (BL:20.55, LCR: 1.63);

  -- $4.5 million class MF-3 downgraded to 'BBB' from 'BBB+'
     (BL:19.15, LCR: 1.52);

  -- $2.0 million class MF-4 downgraded to 'BB' from 'BBB'
     (BL:18.60, LCR: 1.47);

  -- $1.4 million class MF-5 downgraded to 'BB' from 'BBB-'
     (BL:18.21, LCR: 1.44);

  -- $1.8 million class MF-6 downgraded to 'BB' from 'BB+'
     (BL:17.75, LCR: 1.41).

Deal Summary
  -- Originators: Countrywide;
  -- 60+ day Delinquency: 9.67%;
  -- Realized Losses to date (% of Original Balance): 1.27%;
  -- Expected Remaining Losses (% of Current balance): 12.62%;
  -- Cumulative Expected Losses (% of Original Balance): 10.88%.

J.P. Morgan Mortgage Acquisition Corp. 2006-CW2 Group 2
  -- $202.2 million class AV-1 affirmed at 'AAA',
     (BL:52.71, LCR: 2.22);

  -- $52.8 million class AV-2 affirmed at 'AAA',
     (BL:73.57, LCR: 3.09);

  -- $22.7 million class AV-3 affirmed at 'AAA',
     (BL:66.48, LCR: 2.79);

  -- $66.2 million class AV-4 affirmed at 'AAA',
     (BL:52.57, LCR: 2.21);

  -- $27.4 million class AV-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 50.43, LCR: 2.12);

  -- $32.5 million class MV-1 downgraded to 'A' from 'AA+'
     (BL:43.99, LCR: 1.85);

  -- $29.5 million class MV-2 downgraded to 'BBB' from 'AA'
     (BL:39.18, LCR: 1.65);

  -- $17.6 million class MV-3 downgraded to 'BBB' from 'AA-'
     (BL:36.09, LCR: 1.52);

  -- $15.4 million class MV-4 downgraded to 'BB' from 'A+'
     (BL:33.37, LCR: 1.4);

  -- $14.5 million class MV-5 downgraded to 'BB' from 'A'
     (BL:30.72, LCR: 1.29);

  -- $14.1 million class MV-6 downgraded to 'B' from 'A-'
     (BL:28.01, LCR: 1.18);

  -- $12.8 million class MV-7 downgraded to 'B' from 'BBB+'
     (BL:25.45, LCR: 1.07);

  -- $11.4 million class MV-8 downgraded to 'CCC' from 'BBB'
     (BL:23.10, LCR: 0.97);

  -- $8.4 million class MV-9 downgraded to 'CCC' from 'BBB-'
     (BL:21.25, LCR: 0.89);

  -- $10.1 million class MV-10 downgraded to 'CCC' from 'BB+'
     (BL:19.42, LCR: 0.82).

Deal Summary
  -- Originators: Countrywide;
  -- 60+ day Delinquency: 24.09%;
  -- Realized Losses to date (% of Original Balance): 0.37%;
  -- Expected Remaining Losses (% of Current balance): 23.79%;
  -- Cumulative Expected Losses (% of Original Balance): 15.76%.

J.P. Morgan Mortgage Acquisition Corp. 2006-FRE1
  -- $102.5 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 56.27, LCR: 1.8);

  -- $159.1 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 59.68, LCR: 1.91);

  -- $25.4 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 55.92, LCR: 1.79);

  -- $40.5 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL:48.86, LCR: 1.56);

  -- $37.0 million class M-2 downgraded to 'BB' from 'AA'
     (BL:42.00, LCR: 1.34);

  -- $22.3 million class M-3 downgraded to 'B' from 'AA-'
     (BL:37.78, LCR: 1.21);

  -- $20.2 million class M-4 downgraded to 'B' from 'A+'
     (BL:33.92, LCR: 1.08);

  -- $17.7 million class M-5 downgraded to 'CCC' from 'A'
     (BL:30.52, LCR: 0.98);

  -- $16.2 million class M-6 downgraded to 'CCC' from 'A-'
     (BL:27.34, LCR: 0.87);

  -- $15.7 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL:24.15, LCR: 0.77);

  -- $14.2 million class M-8 downgraded to 'CC' from 'BBB'
     (BL:21.26, LCR: 0.68);

  -- $11.1 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL:18.92, LCR: 0.6);

  -- $12.1 million class M-10 downgraded to 'CC' from 'BB+'
     (BL:16.62, LCR: 0.53);

  -- $10.6 million class M-11 downgraded to 'C' from 'BB'
     (BL:15.03, LCR: 0.48).

Deal Summary
  -- Originators: Fremont
  -- 60+ day Delinquency: 31.21%;
  -- Realized Losses to date (% of Original Balance): 2.80%;
  -- Expected Remaining Losses (% of Current balance): 31.30%;
  -- Cumulative Expected Losses (% of Original Balance): 19.17%.

J.P. Morgan Mortgage Acquisition Corp. 2006-FRE2
  -- $96.2 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 58.07, LCR: 1.94);

  -- $162.9 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 59.15, LCR: 1.98);

  -- $25.4 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 56.58, LCR: 1.89);

  -- $47.0 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL:46.89, LCR: 1.57);

  -- $34.5 million class M-2 downgraded to 'BB' from 'AA'
     (BL:40.46, LCR: 1.35);

  -- $21.1 million class M-3 downgraded to 'B' from 'AA-'
     (BL:36.35, LCR: 1.22);

  -- $17.7 million class M-4 downgraded to 'B' from 'A+'
     (BL:32.87, LCR: 1.1);

  -- $16.8 million class M-5 downgraded to 'CCC' from 'A'
     (BL:29.57, LCR: 0.99);

  -- $15.8 million class M-6 downgraded to 'CCC' from 'A-'
     (BL:26.40, LCR: 0.88);

  -- $14.4 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL:23.42, LCR: 0.78);

  -- $13.4 million class M-8 downgraded to 'CC' from 'BBB'
     (BL:20.61, LCR: 0.69);

  -- $10.1 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL:18.41, LCR: 0.62);

  -- $10.5 million class M-10 downgraded to 'CC' from 'BB'
     (BL:16.32, LCR: 0.55);

  -- $9.6 million class M-11 downgraded to 'C' from 'BB-'
     (BL:14.84, LCR: 0.5).

Deal Summary
  -- Originators: Fremont;
  -- 60+ day Delinquency: 29.94%;
  -- Realized Losses to date (% of Original Balance): 2.13%;
  -- Expected Remaining Losses (% of Current balance): 29.87%;
  -- Cumulative Expected Losses (% of Original Balance): 18.14%.

J.P. Morgan Mortgage Acquisition Corp. 2006-HE1
  -- $68.6 million class A1 rated 'AAA', remains on Rating Watch
     Negative (BL: 51.78, LCR: 1.81);

  -- $31.5 million class A2 affirmed at 'AAA',
     (BL:81.70, LCR: 2.85);

  -- $63.0 million class A3 affirmed at 'AAA',
     (BL:58.73, LCR: 2.05);

  -- $48.6 million class A4 rated 'AAA', remains on Rating Watch
     Negative (BL: 50.37, LCR: 1.76);

  -- $23.2 million class M1 downgraded to 'BBB' from 'AA+'
     (BL:44.10, LCR: 1.54);

  -- $21.1 million class M2 downgraded to 'BB' from 'AA'
     (BL:38.23, LCR: 1.33);

  -- $13.9 million class M3 downgraded to 'B' from 'AA-'
     (BL:34.32, LCR: 1.2);

  -- $10.2 million class M4 downgraded to 'B' from 'A+'
     (BL:31.43, LCR: 1.1);

  -- $10.2 million class M5 downgraded to 'B' from 'A'
     (BL:28.54, LCR: 1);

  -- $9.3 million class M6 downgraded to 'CCC' from 'A-'
     (BL:25.84, LCR: 0.9);

  -- $9.0 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL:23.11, LCR: 0.81);

  -- $7.1 million class M8 downgraded to 'CC' from 'BBB'
     (BL:20.93, LCR: 0.73);

  -- $6.5 million class M9 downgraded to 'CC' from 'BBB-'
     (BL:18.89, LCR: 0.66);

  -- $5.3 million class M10 downgraded to 'CC' from 'BB+'
     (BL:17.42, LCR: 0.61);

  -- $6.2 million class M11 downgraded to 'CC' from 'BB'
     (BL:16.06, LCR: 0.56).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 27.10%;
  -- Realized Losses to date (% of Original Balance): 2.51%;
  -- Expected Remaining Losses (% of Current balance): 28.65%;
  -- Cumulative Expected Losses (% of Original Balance): 18.55%.

J.P. Morgan Mortgage Acquisition Corp. 2006-HE2
  -- $119.1 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 42.43, LCR: 2.04);

  -- $46.3 million class A-2 rated 'AAA', placed on Rating Watch
     Negative (BL: 40.30, LCR: 1.93);

  -- $47.2 million class A-3 rated 'AAA', placed on Rating Watch
     Negative (BL: 40.30, LCR: 1.93);

  -- $44.8 million class A-4 rated 'AAA', placed on Rating Watch
     Negative (BL: 40.30, LCR: 1.93);

  -- $36.1 million class A-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 42.16, LCR: 2.02);

  -- $19.5 million class M1 downgraded to 'A' from 'AA+'
     (BL:37.75, LCR: 1.81);

  -- $17.7 million class M2 downgraded to 'BBB' from 'AA'
     (BL:33.66, LCR: 1.62);

  -- $10.4 million class M3 downgraded to 'BBB' from 'AA-'
     (BL:31.21, LCR: 1.5);

  -- $9.4 million class M4 downgraded to 'BB' from 'A+'
     (BL:28.96, LCR: 1.39);

  -- $8.8 million class M5 downgraded to 'BB' from 'A'
     (BL:26.84, LCR: 1.29);

  -- $8.3 million class M-6 downgraded to 'B' from 'A-'
     (BL:24.81, LCR: 1.19);

  -- $7.8 million class M-7 downgraded to 'B' from 'BBB+'
     (BL:22.83, LCR: 1.1);

  -- $7.2 million class M-8 downgraded to 'B' from 'BBB'
     (BL:20.95, LCR: 1.01);

  -- $4.6 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL:19.72, LCR: 0.95);

  -- $5.6 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL:18.51, LCR: 0.89).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 22.80%;
  -- Realized Losses to date (% of Original Balance): 0.68%;
  -- Expected Remaining Losses (% of Current balance): 20.83%;
  -- Cumulative Expected Losses (% of Original Balance): 16.76%.

J.P. Morgan Mortgage Acquisition Corp. 2006-HE3
  -- $140.9 million class A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 45.07, LCR: 1.2);

  -- $127.8 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 67.14, LCR: 1.78);

  -- $70.9 million class A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 55.02, LCR: 1.46);

  -- $57.7 million class A-4 downgraded to 'A' from 'AAA'
     (BL:48.46, LCR: 1.29);

  -- $44.2 million class A-5 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 45.33, LCR: 1.2);

  -- $36.9 million class M-1 downgraded to 'B' from 'AA+'
     (BL:39.42, LCR: 1.05);

  -- $40.6 million class M-2 downgraded to 'CCC' from 'AA'
     (BL:33.20, LCR: 0.88);

  -- $14.8 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL:30.94, LCR: 0.82);

  -- $18.5 million class M-4 downgraded to 'CCC' from 'A'
     (BL:28.12, LCR: 0.75);

  -- $15.6 million class M-5 downgraded to 'CC' from 'A-'
     (BL:25.74, LCR: 0.68);

  -- $12.7 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL:23.79, LCR: 0.63);

  -- $13.5 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL:21.69, LCR: 0.58);

  -- $11.1 million class M-8 downgraded to 'CC' from 'BB+'
     (BL:20.00, LCR: 0.53);

  -- $10.2 million class M-9 downgraded to 'C' from 'BB'
     (BL:18.49, LCR: 0.49).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 27.17%;
  -- Realized Losses to date (% of Original Balance): 2.70%;
  -- Expected Remaining Losses (% of Current balance): 37.70%;
  -- Cumulative Expected Losses (% of Original Balance): 32.41%.

J.P. Morgan Mortgage Acquisition Corp. 2006-NC1
  -- $165.6 million class A-1 downgraded to 'AA' from 'AAA'
     (BL:46.52, LCR: 1.62);

  -- $71.3 million class A-3 affirmed at 'AAA',
     (BL:71.09, LCR: 2.48);

  -- $79.9 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 51.51, LCR: 1.8);

  -- $43.1 million class A-5 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 46.05, LCR: 1.6);

  -- $42.8 million class M-1 downgraded to 'BB' from 'AA+'
     (BL:38.52, LCR: 1.34);

  -- $30.7 million class M-2 downgraded to 'B' from 'AA'
     (BL:32.99, LCR: 1.15);

  -- $17.2 million class M-3 downgraded to 'B' from 'AA-'
     (BL:29.87, LCR: 1.04);

  -- $14.0 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:27.32, LCR: 0.95);

  -- $13.0 million class M-5 downgraded to 'CCC' from 'A'
     (BL:24.94, LCR: 0.87);

  -- $13.5 million class M-6 downgraded to 'CCC' from 'A-'
     (BL:22.43, LCR: 0.78);

  -- $13.5 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL:19.81, LCR: 0.69);

  -- $10.7 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL:17.74, LCR: 0.62);

  -- $7.9 million class M-9 downgraded to 'CC' from 'BB+'
     (BL:16.13, LCR: 0.56);

  -- $6.0 million class M-10 downgraded to 'CC' from 'BB'
     (BL:14.95, LCR: 0.52);

  -- $9.3 million class M-11 downgraded to 'C' from 'BB-'
     (BL:13.49, LCR: 0.47).

Deal Summary
  -- Originators: New Century;
  -- 60+ day Delinquency: 26.39%;
  -- Realized Losses to date (% of Original Balance): 1.83%;
  -- Expected Remaining Losses (% of Current balance): 28.69%;
  -- Cumulative Expected Losses (% of Original Balance): 18.87%.

J.P. Morgan Mortgage Acquisition Corp. 2006-NC2
  -- $116.9 million class A-1A affirmed at 'AAA',
     (BL:65.06, LCR: 2.51);

  -- $29.2 million class A-1B affirmed at 'AAA',
     (BL:54.26, LCR: 2.09);

  -- $66.6 million class A-2 affirmed at 'AAA',
     (BL:77.12, LCR: 2.97);

  -- $77.3 million class A-3 affirmed at 'AAA',
     (BL:62.75, LCR: 2.42);

  -- $74.7 million class A-4 affirmed at 'AAA',
     (BL:53.93, LCR: 2.08);

  -- $38.3 million class A-5 downgraded to 'AA' from 'AAA'
     (BL:50.74, LCR: 1.95);

  -- $41.7 million class M1 downgraded to 'BBB' from 'AA+'
     (BL:44.91, LCR: 1.73);

  -- $47.9 million class M2 downgraded to 'BB' from 'AA'
     (BL:37.68, LCR: 1.45);

  -- $13.7 million class M3 downgraded to 'BB' from 'AA-'
     (BL:35.57, LCR: 1.37);

  -- $20.4 million class M4 downgraded to 'BB' from 'A+'
     (BL:32.44, LCR: 1.25);

  -- $20.9 million class M5 downgraded to 'B' from 'A'
     (BL:29.25, LCR: 1.13);

  -- $10.9 million class M6 downgraded to 'B' from 'A-'
     (BL:27.56, LCR: 1.06);

  -- $17.5 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL:24.57, LCR: 0.95);

  -- $10.9 million class M8 downgraded to 'CCC' from 'BBB'
     (BL:22.65, LCR: 0.87);

  -- $15.2 million class M9 downgraded to 'CCC' from 'BBB-'
     (BL:20.17, LCR: 0.78).

Deal Summary
  -- Originators: New Century;
  -- 60+ day Delinquency: 21.06%;
  -- Realized Losses to date (% of Original Balance): 1.28%;
  -- Expected Remaining Losses (% of Current balance): 25.97%;
  -- Cumulative Expected Losses (% of Original Balance): 18.88%.

J.P. Morgan Mortgage Acquisition Corp. 2006-RM1
  -- $166.3 million class A-1A downgraded to 'A' from 'AAA'
     (BL:55.70, LCR: 1.34);

  -- $41.6 million class A-1B downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 43.22, LCR: 1.04);

  -- $125.5 million class A-2 downgraded to 'AA' from 'AAA'
     (BL:62.66, LCR: 1.5);

  -- $88.6 million class A-3 downgraded to 'BBB' from 'AAA'
     (BL:49.94, LCR: 1.2);

  -- $58.8 million class A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 44.95, LCR: 1.08);

  -- $53.8 million class A-5 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.67, LCR: 1);

  -- $35.6 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL:36.97, LCR: 0.89);

  -- $32.3 million class M-2 downgraded to 'CCC' from 'AA'
     (BL:32.69, LCR: 0.78);

  -- $17.1 million class M-3 downgraded to 'CC' from 'A+'
     (BL:30.43, LCR: 0.73);

  -- $17.5 million class M-4 downgraded to 'CC' from 'A'
     (BL:28.10, LCR: 0.67);

  -- $16.2 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL:25.95, LCR: 0.62);

  -- $14.8 million class M-6 downgraded to 'CC' from 'BBB'
     (BL:23.97, LCR: 0.58);

  -- $13.9 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL:22.08, LCR: 0.53);

  -- $11.5 million class M-8 downgraded to 'C' from 'BB+'
     (BL:20.44, LCR: 0.49);

  -- $9.2 million class M-9 downgraded to 'C' from 'BB'
     (BL:18.85, LCR: 0.45);

  -- $9.2 million class M-10 downgraded to 'C' from 'BB-'
     (BL:17.62, LCR: 0.42).

Deal Summary
  -- Originators: ResMae;
  -- 60+ day Delinquency: 32.26%;
  -- Realized Losses to date (% of Original Balance): 2.91%;
  -- Expected Remaining Losses (% of Current balance): 41.65%;
  -- Cumulative Expected Losses (% of Original Balance): 36.19%.

J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1
  -- $68.2 million class A-1 downgraded to 'AA' from 'AAA'
     (BL:51.45, LCR: 1.73);

  -- $49.2 million class A-2 affirmed at 'AAA',
     (BL:95.63, LCR: 3.21);

  -- $148.7 million class A-3 affirmed at 'AAA',
     (BL:62.01, LCR: 2.08);

  -- $169.2 million class A-4 downgraded to 'AA' from 'AAA'
     (BL:47.74, LCR: 1.6);

  -- $59.7 million class A-5 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 45.32, LCR: 1.52);

  -- $44.1 million class M-1 downgraded to 'BB' from 'AA+'
     (BL:39.47, LCR: 1.33);

  -- $37.1 million class M-2 downgraded to 'B' from 'AA'
     (BL:34.43, LCR: 1.16);

  -- $21.2 million class M-3 downgraded to 'B' from 'AA-'
     (BL:31.54, LCR: 1.06);

  -- $19.4 million class M-4 downgraded to 'CCC' from 'A+'
     (BL:28.87, LCR: 0.97);

  -- $19.4 million class M-5 downgraded to 'CCC' from 'A'
     (BL:26.20, LCR: 0.88);

  -- $17.1 million class M-6 downgraded to 'CCC' from 'A-'
     (BL:23.80, LCR: 0.8);

  -- $16.5 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL:21.40, LCR: 0.72);

  -- $14.7 million class M-8 downgraded to 'CC' from 'BBB'
     (BL:19.24, LCR: 0.65);

  -- $10.6 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL:17.58, LCR: 0.59);

  -- $10.0 million class M-10 downgraded to 'CC' from 'BB+'
     (BL:16.14, LCR: 0.54);

  -- $11.2 million class M-11 downgraded to 'C' from 'BB'
     (BL:14.89, LCR: 0.5).

Deal Summary
  -- Originators: WMC;
  -- 60+ day Delinquency: 26.16%;
  -- Realized Losses to date (% of Original Balance): 2.98%;
  -- Expected Remaining Losses (% of Current balance): 29.77%;
  -- Cumulative Expected Losses (% of Original Balance): 21.47%.

J.P. Morgan Mortgage Acquisition Corp. 2006-WMC2
  -- $204.9 million class A-1 downgraded to 'A' from 'AAA'
     (BL:43.88, LCR: 1.41);

  -- $84.1 million class A-2 affirmed at 'AAA',
     (BL:81.77, LCR: 2.63);

  -- $123.4 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 57.69, LCR: 1.86);

  -- $120.3 million class A-4 downgraded to 'AA' from 'AAA'
     (BL:47.31, LCR: 1.52);

  -- $95.0 million class A-5 downgraded to 'A' from 'AAA'
     (BL:42.59, LCR: 1.37);

  -- $45.3 million class M1 downgraded to 'B' from 'AA+'
     (BL:37.47, LCR: 1.21);

  -- $40.8 million class M2 downgraded to 'B' from 'A+'
     (BL:32.83, LCR: 1.06);

  -- $24.2 million class M3 downgraded to 'CCC' from 'A'
     (BL:30.07, LCR: 0.97);

  -- $21.0 million class M4 downgraded to 'CCC' from 'BBB+'
     (BL:27.66, LCR: 0.89);

  -- $21.7 million class M5 downgraded to 'CCC' from 'BBB'
     (BL:25.17, LCR: 0.81);

  -- $19.1 million class M6 downgraded to 'CC' from 'BBB-'
     (BL:22.94, LCR: 0.74);

  -- $18.5 million class M7 downgraded to 'CC' from 'BB+'
     (BL:20.69, LCR: 0.67);

  -- $16.6 million class M8 downgraded to 'CC' from 'BB-'
     (BL:18.65, LCR: 0.6);

  -- $12.1 million class M9 downgraded to 'CC' from 'B+'
     (BL:17.08, LCR: 0.55);

  -- $10.8 million class M10 downgraded to 'CC' from 'B'
     (BL:15.79, LCR: 0.51);

  -- $12.8 million class M11 downgraded to 'C' from 'CCC'
     (BL:14.58, LCR: 0.47).

Deal Summary
  -- Originators: WMC;
  -- 60+ day Delinquency: 28.89%;
  -- Realized Losses to date (% of Original Balance): 3.33%;
  -- Expected Remaining Losses (% of Current balance): 31.08%;
  -- Cumulative Expected Losses (% of Original Balance): 24.71%.

J.P. Morgan Mortgage Acquisition Corp. 2006-WMC3
  -- $30.4 million class A-1MZ downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 40.57, LCR: 1.35);

  -- $121.5 million class A-1SS downgraded to 'A' from 'AAA'
     (BL:51.33, LCR: 1.71);

  -- $138.4 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 59.44, LCR: 1.98);

  -- $90.9 million class A-3 downgraded to 'AA' from 'AAA'
     (BL:49.05, LCR: 1.63);

  -- $95.7 million class A-4 downgraded to 'A' from 'AAA'
     (BL:42.26, LCR: 1.41);

  -- $78.6 million class A-5 downgraded to 'A' from 'AAA', remains      
     on Rating Watch Negative (BL: 38.81, LCR: 1.29);

  -- $32.6 million class M-1 downgraded to 'B' from 'AA+'
     (BL:34.49, LCR: 1.15);

  -- $28.8 million class M-2 downgraded to 'B' from 'A+'
     (BL:30.66, LCR: 1.02);

  -- $17.3 million class M-3 downgraded to 'CCC' from 'A-'
     (BL:28.36, LCR: 0.94);

  -- $15.3 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL:26.30, LCR: 0.87);

  -- $15.3 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL:24.25, LCR: 0.81);

  -- $13.9 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL:22.37, LCR: 0.74);

  -- $13.4 million class M-7 downgraded to 'CC' from 'BB+'
     (BL:20.52, LCR: 0.68);

  -- $11.5 million class M-8 downgraded to 'CC' from 'BB'
     (BL:18.93, LCR: 0.63);

  -- $8.6 million class M-9 downgraded to 'CC' from 'B+'
     (BL:17.70, LCR: 0.59);

  -- $9.6 million class M-10 downgraded to 'CC' from 'B'
     (BL:16.61, LCR: 0.55).

Deal Summary
  -- Originators: WMC;
  -- 60+ day Delinquency: 25.56%;
  -- Realized Losses to date (% of Original Balance): 2.96%;
  -- Expected Remaining Losses (% of Current balance): 30.06%;
  -- Cumulative Expected Losses (% of Original Balance): 25.99%.

J.P.Morgan Acquisition Corp. 2006-WMC4
  -- $307.1 million class A-1A downgraded to 'A' from 'AAA'
     (BL:44.40, LCR: 1.3);

  -- $35.6 million class A-1B downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.94, LCR: 1.14);

  -- $342.7 million class A-2 downgraded to 'AA' from 'AAA'
     (BL:58.25, LCR: 1.7);

  -- $218.4 million class A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.23, LCR: 1.38);

  -- $198.9 million class A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.51, LCR: 1.21);

  -- $167.8 million class A-5 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.80, LCR: 1.1);

  -- $66.9 million class M-1 downgraded to 'B' from 'AA+'
     (BL:33.78, LCR: 0.99);

  -- $56.4 million class M-2 downgraded to 'CCC' from 'AA'
     (BL:30.37, LCR: 0.89);

  -- $34.4 million class M-3 downgraded to 'CCC' from 'A+'
     (BL:28.29, LCR: 0.83);

  -- $31.5 million class M-4 downgraded to 'CCC' from 'A-'
     (BL:26.37, LCR: 0.77);

  -- $30.6 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL:24.51, LCR: 0.72);

  -- $27.7 million class M-6 downgraded to 'CC' from 'BBB'
     (BL:22.54, LCR: 0.66);

  -- $27.7 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL:20.40, LCR: 0.6);

  -- $19.1 million class M-8 downgraded to 'CC' from 'BB'
     (BL:18.86, LCR: 0.55);

  -- $17.2 million class M-9 downgraded to 'CC' from 'BB-'
     (BL:17.47, LCR: 0.51);

  -- $19.1 million class M-10 downgraded to 'C' from 'B+'
     (BL:16.24, LCR: 0.47).

Deal Summary
  -- Originators: WMC;
  -- 60+ day Delinquency: 24.30%;
  -- Realized Losses to date (% of Original Balance): 2.10%;
  -- Expected Remaining Losses (% of Current balance): 34.22%;
  -- Cumulative Expected Losses (% of Original Balance): 31.49%.

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


JPMORGAN AUTO: Fitch Affirms 'BB' Rating on Asset-Backed Certs.
---------------------------------------------------------------
Fitch Ratings has upgraded 2 and affirmed 4 classes of JPMorgan
Auto Receivables Trust 2007-A asset-backed notes as:

  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class B upgraded to 'AA' from 'A';
  -- Class C upgraded to 'BBB+' from 'BBB';
  -- Asset-backed certificates affirmed at 'BB'.

The securities issued from the owner trust structure are backed by
a pool of retail installment sales contracts secured by new and
used automobiles and light-duty trucks originated by MB Financial
Bank and NetBank.

The collateral continues to perform within Fitch's expectations.  
Currently under the credit enhancement structure, the securities
can withstand stress scenarios consistent with the upgraded rating
categories and still make full payments of interest and principal
in accordance with the term of the documents.  The ratings of the
securities reflect the high quality of the underlying retail
installment sales contracts, available credit enhancement, the
sound legal and cash flow structure, and the underwriting strength
of MBFB and NetBank.


KEITH SCHEINBLUM: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Keith A. Scheinblum
        Meryl I. Scheinblum
        20 Lois Lane
        Old Bethpage, New York 11804

Bankruptcy Case No.: 08-41081

Chapter 11 Petition Date: February 26, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Michael G. McAuliffe, Esq.
                  48 South Service Road
                  Melville, New York 11747
                  Tel: 631 465-0044
                  mgmlaw@optonline.net

Total Assets: $1,138,941

Total Debts: $1,298,989

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
EMC Mortgage Corporation         value of          $126,375
P.O. Box 293150                  collateral:
Lewisville, TX 75029-3150        $588,700;
                                 value of
                                 security:
                                 $84,190

Chase                                              $54,932
P.O. Box 15153
Wilmington, DE 19886-5153

Bank Of America                                    $50,443
P.O. Box 15719
Wilmington, DE 19886-5719

Bank Of America                                    $30,338

Citibank/AT&T Universal Card                       $17,904

Sun Trust/FIA Card Services                        $17,604

American Express                                   $17,499

JP Morgan Chase Bank N.A.                          $6,717

GE Money Bank                                      $4,739

Countrywide Financial            value of          $426,152
Corporation                      collateral:
                                 $425,000
                                 value of
                                 security:
                                 $425,000


LAMAR ADVERTISING: Inks $100 Mil. Deal to Buy Outdoor Ad Biz
------------------------------------------------------------
Lamar Advertising Company entered into a definitive agreement with
Entravision Communications Corporation for the purchase of
Entravision's outdoor advertising operations for a total
consideration of $100 million in cash.

Entravision's outdoor advertising operations operate under the
name Vista Media and consist of approximately 10,600 advertising
faces in New York and Los Angeles, the two advertising markets in
the United States.  The transaction is subject to customary
closing requirements.

"The sale of our outdoor operations reflects our commitment to
unlock value for our shareholders and our focus on operating
Spanish-language television and radio stations in the nation's
fastest-growing and most densely populated U.S. Hispanic markets,"
Walter F. Ulloa, chairman and chief executive officer of
Entravision, commented.  "The proceeds will strengthen our ability
to invest in our core television and radio businesses, and will
improve our financial flexibility as we review all options for
putting our cash to work, including strategic acquisitions and
potentially returning capital to shareholders."

Citigroup and Moelis & Company acted as financial advisors to
Entravision on the sale of its outdoor advertising operations.

                     About Lamar Advertising

Based in Baton Rouge, California, Lamar Advertising Company
(Nasdaq: LAMR) -- http://www.lamar.com/-- provides outdoor  
advertising services in the United States and Canada.  It offers
outdoor advertising displays.  The company serves restaurants,
retailers, automotive, real estate, hotels and motels, health
care, service, gaming, financial, and amusement industries.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Moody's Investors Service affirmed Lamar Advertising Company's
'Ba2' corporate family rating.  


LAWRENCE SALANDER: Judge Denies Bid to be Hired in Auction
----------------------------------------------------------
Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York denied a request by Salander-O'Reilly
Galleries LLC owner Lawrence Salander that he be hired in relation
to the auction of the gallery's artworks, Philip Boroff of
Bloomberg News reports.

The Debtor's unsecured creditors have objected to the motion.  
Judge Morris said that Mr. Salander's motion and the resulting
objections slowed the bankruptcy.

Judge Morris also rebuked Mr. Salander's lawyer Richard Bernard at
the law firm Baker Hostetler for filing the employment
application.  The motion was considered "fatally flawed."

As reported on the Troubled Company Reporter on Feb. 27, 2008, Mr.
Salander asked a bankruptcy court to allow the gallery to rehire
him to sort and sell 4,000 artworks, ARTINFO (N.Y.) reports.

Mr. Salander has also filed for bankruptcy.   The couple is
selling their Upper East Side town house for $25 million.  
According to Bloomberg, the Salanders' broker, Jed Garfield, has
received a roughly $20 million offer for their six-story Manhattan
town house.

As reported in the Troubled Company Reporter on Feb. 7, 2008, the
official committee of unsecured creditors appointed in Salander-
O'Reilly's chapter 11 case, the Debtor's secured lender First
Republic Bank, and the gallery's chief restructuring officer have
proposed a May 8 deadline for anyone who has a claim on art to
file a written notice of the claim.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


LAZARD LTD: Gets Okay for Additional $100 Mil. Share Repurchase
---------------------------------------------------------------
Lazard Ltd.'s Board of Directors has approved an additional share
repurchase authorization of $100 million, for purchases prior
to June 30, 2009.  Lazard also has $32 million under a previously
disclosed authorization.

Lazard Ltd. (NYSE:LAZ) -- http://www.lazard.com/-- is a
preeminent financial advisory and asset management firms, that
operates from 32 cities across 16 countries in North America,
Europe, Asia, Australia and South America.  With origins dating
back to 1848, the firm provides advice on mergers and
acquisitions, restructuring and capital raising, well as asset
management services to corporations, partnerships, institutions,
governments, and individuals.  The company has locations in
Australia, Brazil, China, France, Germany, India, Japan, Korea
and Singapore.

The company's consolidated balance sheet at Sept. 30, 2007,
showed $3.51 billion in total assets, $3.54 billion in total
liabilities, and $49.0 million minority interest, resulting in
a $74.5 million total shareholders' deficiency.


LEVITT AND SONS: 21 Deposit Holders Can File Claims on March 28
---------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida permits 21 Deposit Holders in the
Chapter 11 cases of Levitt and Sons LLC and its debtor-affiliates,
to file claims arising from the rejection or termination of
contracts for the purchase of certain real property through and
including March 28, 2008.

These Deposit Holders include:

   a) Don and Roberta Licker
   b) Melissa and Richard Gloor
   c) Christie D. Garrett
   d) Kenneth and Leona Connor McClary
   e) Thomas and Carol Nezwek
   f) Joan and Dennis Hecht
   g) Yvonne and Jay Cartman
   h) Kenneth and Sandra Schroeder
   i) David and Sandy Schnee
   j) Andrew and Patricia Hudak
   k) Donald and Joanne Wolford
   l) Kathleen and Richard Hothan
   m) Bruce and Eileen Gonzalez
   n) Patricia and Leonard Johnsen
   o) Julia Hamm and Mary Eileen Behrens
   p) Fredda and Thomas Crane
   q) Helen Degler and William Wuest
   r) Eileen and Archie Johnson
   s) Joseph and Margaret Crisci
   t) Virginia and Paul Romano
   u) Patricia and Robert Brochu

All other Deposit Holders will be subject to a deadline to be
established by the Court as and when the Court considers each
contract rejection motion.

The Debtors had asked Judge Ray to extend the deadline to file
intercompany claims through May 11, 2008.  The Court has yet to
rule on the Debtors' request.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or          
215/945-7000)


LEVITT AND SONS: Wachovia Bank & Debtors Oppose Case Dismissal
--------------------------------------------------------------
Wachovia Bank N.A., certain Levitt and Sons LLC debtor-affiliates,
and the Official Committee of Unsecured Creditors ask the U.S.
Bankruptcy Court for the Southern District of Florida to deny a
lienholder group's request to dismiss or convert some of the
Debtors' Chapter 11 cases to liquidation proceedings under
Chapter 7 of the U.S. Bankruptcy Code.

These mechanic's lienholders include Ferguson Enterprises, Inc.,
Phillips and Jordan, Inc., and American Woodmark Corporation.  The
Wachovia Debtors are Levitt and Sons of Horry County, LLC, Levitt
and Sons of Hall County, LLC, Levitt and Sons of Cherokee County,
LLC, Levitt and Sons of Paulding County, LLC, Levitt and Sons at
World Golf Village, LLC, and Levitt and Sons of Manatee County,
LLC.

On Feb. 13, 2008, the Court entered a final order:

   -- granting certain Debtors' request for a DIP Financing;

   -- denying the Debtors' request to abandon certain of their
      property subject to liens held by Wachovia Bank, N.A.; and

   -- denying Wachovia Bank's request to lift the automatic stay
      to exercise its rights.

On Wachovia Bank's behalf, Robert N. Gilbert, Esq., at Carlton
Fields, P.A., in West Palm Beach, Florida, asserts that the
potential abandonment of the Wachovia Debtors' properties does
not constitute cause for the dismissal or conversion of the
Wachovia Debtors' bankruptcy cases.

Mr. Gilbert argues that the contention that continued activity in
the Debtors' Chapter 11 cases inures to the benefit of Wachovia
Bank alone is unsupportable.  With the approval of the DIP
Financing, the Debtors' estates will receive a minimum of
$4,000,000 in guaranteed payments, he notes.

Mr. Gilbert adds that it is very likely that homes will be
completed and sold, which (i) will reduce claims against the
Wachovia Debtors' estates, (ii) benefit contract holders who want
to purchase their homes, and (iii) increase the value of the
collateral.  Wachovia Bank, Mr. Gilbert states, has committed to
authorize funding for the completion of at least 80 homes.  

The Debtors' estates may also receive additional funds to the
extent the infusion of capital from the DIP Financing generates
higher sales prices for the Wachovia Debtors' properties, Mr.
Gilbert continues.  He notes that the Court has expressly found
that the DIP Loan is being extended to the Wachovia Debtors and
that they will have capable and adequate control over the funds
at all time through their Chief Administrator, Soneet Kapila.

The Lienholders have offered no basis for finding substantial or
continuing loss to or diminution of the Debtors' estates or the
absence of a reasonable likelihood of rehabilitation, Mr. Gilbert
emphasizes.  The Motion to Dismiss should be denied, he asserts.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or          
215/945-7000)


LEVITT AND SONS: Phillips and Jordan Wants DIP Order Reversed
-------------------------------------------------------------
Phillips and Jordan, Inc. asks the U.S. Bankruptcy Court for the
Southern District of Florida to reconsider or re-hear its order
authorizing Levitt and Sons LLC and its debtor-affiliates to incur
postpetition financing.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
Court gave authority, on a final basis, to certain Levitt and Sons
LLC debtor-affiliates to enter into a DIP credit facility
agreement with Wachovia Bank N.A.

The Court permitted Levitt and Sons of Horry County, LLC; Levitt
and Sons of Hall County, LLC; Levitt and Sons of Cherokee County,
LLC; Levitt and Sons of Paulding County, LLC; Levitt and Sons at
World Golf Village, LLC; and Levitt and Sons of Manatee County,
LLC, to borrow up to $3,500,000 from Wachovia Bank, to fund the
further construction and sale of seven partially built housing
projects in Georgia, Florida and South Carolina -- the Wachovia
Projects.

The Court further authorized the Debtors to enter into the DIP
Loan Agreement with Wachovia Bank, which provides for the
appointment of a chief administrator.

Phillips and Jordan contends that it has properly perfected
prepetition mechanic's liens against certain property of Levitt
and Sons of Horry County, LLC, for necessary labor, services and
materials provided to its project, Kelly L. Reagan, Esq., at Page,
Mrachek, Fitzgerald & Rose, P.A., in West Palm Beach, Florida,
says.

Mr. Reagan contends that the Final Order granting the DIP
Financing constitutes "clear error and manifest injustice" to
Phillips and Jordan, and other secured lienholders.  He asserts  
that it was an error for the Court to approve the DIP Financing
without proper notice and without making the requisite
determination under Section 363(f)(3) of the Bankruptcy Code that
the sales proceeds of the Debtors' properties would exceed the
value of the property and all liens on the property.

If the Debtors had properly noticed the final hearing as a
valuation hearing under Section 506 of the Bankruptcy Code, then
Phillips and Jordan would have been able to provide the Court
with alternative credible evidence of the value of the
properties, Mr. Reagan argues.

The DIP Financing fails to preserve Phillips and Jordan's right
to present evidence on the value of the Debtors' properties as
well as the validity, priority and extent of its liens, Mr.
Reagan maintains.  The only evidence before the Court supported
abandonment of the Debtors' properties and staying the Debtors'
Chapter 11 cases, he adds.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or          
215/945-7000)


LONGRIDGE ABS: Moody's Junks Rating on $85 Mil. Notes From 'Aaa'
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of 10 classes of
notes issued by Longridge ABS CDO II, Ltd., and left on review for
possible further downgrade the rating of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: $275,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $85,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $45,000,000 Class A2S Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $16,500,000 Class A2J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $15,000,000 Class A3S Secured Deferrable
Interest Floating Rate Notes Due 2047Notes Due 2047

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

Class Description: $10,000,000 Class A3J Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $6,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $12,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $10,000,000 Class B3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $5,000,000 Class C Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Feb. 11,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Senior Credit Test to be satisfied, pursuant to
Section 5.1(h) of the Indenture dated Feb. 15, 2007.

Longridge ABS CDO II, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.

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

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


M-1 SPC: Moody's Withdraws 'Ba2' Rating on Amendment Execution
--------------------------------------------------------------
Moody's has withdrawn the Ba2 rating of M-1 SPC Series 2006-A,
pursuant to the execution of an amendment on Feb. 7, 2008, to the
Swap Agreement dated as of July 28, 2006 between M-1 SPC, acting
on behalf of the Series 2006-A Segregated Portfolio and UBS AG,
Stamford Branch.

This amendment was consented to by the majority noteholders, who
confirmed their understanding that the rating of the notes by
Moody's will be withdrawn following the execution of the Letter of
Amendment.


MARK KIZZIA: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mark Kizzia Construction
        20722 Ranger Road
        Fort Gibson, OK 74434
        Tel: (918) 682-0091

Bankruptcy Case No.: 08-80191

Chapter 11 Petition Date: February 28, 2008

Court: Eastern District of Oklahoma (Okmulgee)

Debtor's Counsel: Justin Stout, Esq.
                  Wright Stout Fite and Wilburn
                  300 West Broadway
                  P.O. Box 707
                  Muskogee, OK 74402
                  Tel: (918) 682-0091
                  justin@wsfw-ok.com

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Bank of Oklahoma                                       $393,360
P.O. box 35688
Tulsa, OK 74158

Commercial Property                                    $230,000
(no address)

American Bank                                          $123,727
330 West Broadway
Muskogee, OK 74401

First State Bank                                       $105,125

Warren Cat/Mares Inc.                                   $30,607

Jacksons                                                $30,263

Lowe's                                                  $29,489

Bill and Nancy                                          $21,734

Ingersoll-Rand                                          $19,800

McCullough                                              $17,849

Woodworthy Inc.                                         $16,954

Mill Creek Lumber                                       $16,232

ACECO                                                   $14,512

Mickie Stewart                                          $13,626

John Deere Credit                                       $13,416

White Star                                              $13,101

Discover Card                                           $12,576

Capital One                                             $12,262

B & J Oil Co                                            $10,907


MEDIANEWS GROUP: S&P Assigns 'B' Rating on Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
MediaNews Group Inc., including the 'B' corporate credit rating,
on CreditWatch with negative implications.
      
"The CreditWatch listing reflects our ongoing concerns regarding
operating trends in the newspaper sector, which we believe will
continue to drive meaningful EBITDA declines for newspaper
companies in 2008," said Standard & Poor's credit analyst Emile
Courtney.
     
In the case of MediaNews, S&P is concerned that lower EBITDA may
lead to a violation of the leverage covenant in its bank agreement
over the near term.  Total leverage as measured per the
calculation required in the company's bank facility was 6.53x at
December 2007; this compares with the company's 6.75x total
leverage covenant at December 2007, which steps down to 6.5x on
June 30, 2008 and to 6.25x on Sept. 30, 2008.  There is also
limited cushion in the company's 4.25x senior leverage and 1.25x
fixed-charge coverage covenants.  As a result, MediaNews could
tolerate only a limited amount of deterioration in its cash flow
generation over the next few quarters.
     
S&P had previously stated that it believes the company has a
number of good relationships with, and a long track record of,
significant asset transactions with partners of solid credit
quality.  S&P expects that one possible solution -- should
MediaNews encounter a covenant violation over the near term --  
would be to negotiate for a liquidity injection of some kind from
a partner.  Over the near term, S&P plans to assess expectations
for cash flow generation, and review with MediaNews the
possibility for a transaction that may enhance the cushion under
its bank covenants.


MEDICOR LTD: Mediation with Southwest Receiver Set for March 26
---------------------------------------------------------------
MediCor Ltd. and Larry Bertsch, the Nevada state court receiver
for Southwest Exchange Inc., will convene at a mediation set for
March 26 through March 28, regarding a lawsuit filed in December
2007, against Donald McGhan, who controlled both companies, Bill
Rochelle of Bloomberg News reports.

Mr. Rochelle relates, citing court papers, that Mr. Bertsch
claimed that Mr. McGhan stole $97 million from Southwest and its
clients and funneled the money into Medicor.  Medicor allegedly
used the money to buy Southwest and its French subsidiary,
Eurosilicone SAS.

The receiver argues that Southwest and its clients are
beneficiaries of Medicor's assets through a legal theory known as
constructive trust.  Instead of being created expressly and
intentionally by a settlor, a constructive trust arises by
operation of law as a response to certain events.

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products      
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.  The company and seven of its affiliates
filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del.
Case No. 07-10877) to effectuate the orderly marketing and sale of
their business.  Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq.,
and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent
the Debtors in their restructuring efforts.  Dennis A. Meloro,
Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig,
LLP, acts as the Debtors' Delaware counsel.  The Debtors engaged
Alvarez & Marsal North America LLC as their restructuring advisor.  
David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank
Rome LLP serve as the Official Committee of Unsecured Creditor's
counsel.  In its schedules of assets and debts filed with the
Court, Medicor disclosed total assets of $96,553,019, and total
debts of $158,137,507.


MERIDIAN BAINBRIDGE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: The Meridian On Bainbridge Island, L.L.C.
        360 Knechtel Way, Suite 111
        Bainbridge Island, WA 98110

Bankruptcy Case No.: 08-11142

Type of Business: The Debtor owns suites and offices.

Chapter 11 Petition Date: February 28, 2008

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jeffrey B. Wells, Esq.
                     (eajbwellaw@aol.com)
                  500 Union Street, Suite 927
                  Seattle, WA 98101
                  Tel: (206) 624-0088

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

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


MEZZ CAP: Fitch Holds 'B' Rating on $3.9 Million Class H Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed Mezz Cap 2004-C2 commercial mortgage
pass-through certificates, series 2004-C2, as:

  -- $34.4 million class A at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $2.1 million class B at 'AA';
  -- $1.6 million class C at 'A';
  -- $2.6 million class D at 'BBB';
  -- $1.0 million class E at 'BBB-'.
  -- $1.8 million class F at 'BBB-';
  -- $1.2 million class G at 'BB';
  -- $3.9 million class H at 'B'.

The $0.5 million class J remains 'C DR5'.

Fitch does not rate the $2.9 million class K certificates.

The rating affirmations are based on the stable performance and
paydown of the transaction since Fitch's last rating action.  As
of the January 2008 distribution date, the pool's aggregate
certificate balance has decreased 0.8% to $52 million from
$52.4 million at issuance.  Three loans (4.4%) are in special
servicing with potential losses expected to be absorbed by class
K.  Fitch does not expect recovery of any of these B notes.

This transaction consists of B notes subordinate to first mortgage
loans securitized in separate CMBS transactions.  All loans are
secured by traditional commercial real estate property types and
are subject to standard intercreditor agreements that limit the
rights and remedies of the B note holder in the event of default
and upon refinancing.  In a default, the B notes are likely to
suffer higher losses due to their subordinate positions.

Of the pool, 24.7% is on the master servicer's watch list for
various reasons.  Several of the multifamily loans are
experiencing occupancy issues combined with increased expenses.  
Other loans do not meet the master servicer's debt service
coverage requirement of 1.10 times.

The largest specially serviced loan (3.2%), an 826-unit
multifamily property located in Dallas, Texas, is more than 90
days delinquent.  The property has been under the receiver's
control since March 2006 and has been under scrutiny by the City
of Dallas for multiple code violations, dating back to June 2005.  
The special servicer is working to stabilize the property.

The second largest specially serviced loan (0.7%), an industrial
warehouse in Portage, Michigan, is more than 90 days delinquent.  
The special servicer is pursuing foreclosure.

The third specially serviced loan (0.5%), a 99-unit multifamily
property in Milwaukee, Wisconsin, is more than 90 days delinquent.  
The special servicer is pursuing foreclosure.


NASDAQ OMX: Names New Board of Directors
----------------------------------------
A composition of the Board of Directors was elected for The NASDAQ
OMX Group, Inc., effective March 1, 2008.  The new Board nominees
were selected from the NASDAQ, OMX AB and Borse Dubai
organizations.

The NASDAQ OMX Group Board members include current NASDAQ
directors -- Chairman H. Furlong Baldwin, NASDAQ President and CEO
Bob Greifeld, Michael Casey, Lon Gorman, Glenn H. Hutchins, John
D. Markese, Thomas F. O'Neill, James S. Riepe and Deborah L.
Wince-Smith.  New members of the Board include Urban Backstrom,
Soud Ba'alawi, Birgitta Kantola, Essa Kazim, Hans Munk Nielsen,
Michael Splinter, and Lars Wedenborn.

In connection with the proposed nomination of directors for The
NASDAQ OMX Group Board, Nasdaq Stock Market Inc. has decided to
reduce the number of directors of The NASDAQ Stock Market LLC
Board from 16 to 9 directors.  As part of this, several current
directors of the NASDAQ Exchange Board will be resigning their
positions effective as of the closing of the business combination
of OMX AB and NASDAQ.  H. Furlong Baldwin, Michael Casey, Glenn H.
Hutchins, Thomas F. O'Neill, and James S. Riepe will resign from
the NASDAQ Exchange Board.  Betsy S. Atkins, Christopher R.
Concannon and Michael O' Conor will join Daniel Coleman and Merit
Janow on the NASDAQ Exchange Board.  Ms. Atkins and Mr. Concannon
were nominated by the NASDAQ Nominating Committee and Mr. O'Conor
by the Member Nominating Committee.

Select individuals will serve on both the boards of The NASDAQ OMX
Group, Inc. and the NASDAQ Exchange.  Those individuals include
Lon Gorman, Deborah Wince-Smith, Bob Greifeld and John Markese.

Robert Greifeld will serve as Chief Executive Officer of NASDAQ
OMX and Magnus Bocker will serve as President.  Urban Backstrom
will serve as Vice Chairman.

H. Furlong Baldwin was elected non-executive Chairman of the
NASDAQ board of directors effective May 12, 2003 and has been a
member of the board of directors since July 2000.  Mr. Baldwin
also served as a member of NASD's board of governors from 1999
until 2003.  Mr. Baldwin served as Chairman and Chief Executive
Officer of the Mercantile Bankshares Corporation, a multi-bank
holding company, from April 1976 until March 2001.  Mr. Baldwin
retired as Chairman and member of the Mercantile board of
directors in March 2003.  Mr. Baldwin joined Mercantile-Safe
Deposit & Trust Company in 1956 and was elected President of
Mercantile-Safe Deposit & Trust Company and Mercantile Bankshares
Corporation in 1970, and Chairman and Chief Executive Officer in
1976.  Mr. Baldwin serves on the boards of W.R. Grace & Co.,
Platinum Underwriters Holdings, Ltd., The Wills Group, and
Allegheny Energy, Inc.

Michael Casey was elected to the board of directors in January
2001.  He is a Senior Advisor to the Chief Executive Officer of
Starbucks Corporation, a leading roaster and retailer of specialty
coffee.  Prior to his current position, Mr. Casey served as
Executive Vice President, Chief Financial Officer and Chief
Administrative Officer of Starbucks from September 1997 to October
2007 and Senior Vice President and CFO from August 1995.

Lon Gorman is the retired Vice Chairman of The Charles Schwab
Corporation and President of Schwab Institutional and Asset
Management.  Schwab Institutional and Asset Management consisted
of four principal business groups: Charles Schwab Capital Markets,
Services for Investment Managers, Asset Management Products and
Services, and Schwab Corporate Services.  Together they
represented over 30% of Schwab's revenues.  Mr. Gorman was a
member of the Executive Committee of The Charles Schwab
Corporation.  He served on Schwab's Global Risk Committee.  Mr.
Gorman joined Schwab in June 1996 following 16 years at Credit
Suisse First Boston, where he was Managing Director and head of
global equity trading.  Prior to CSFB, he was a partner at F.
Eberstadt & Co. with responsibility for institutional sales and
trading.  Mr. Gorman currently serves on the board of directors of
The Nasdaq Stock Market, Inc. and NYFIX, Inc.  He served on the
National Organization of Investment Professionals board, and was
an Advisory Board member of Pace University's Lubin School of
Business.  He has also served as Vice Chairman of the Board of
Directors of the Securities Industry Association, Co-Chairman of
the SIA Market Structure Committee, and as a member of the SIA
Public Trust & Confidence Committee and the New York Stock
Exchange and NASDAQ Quality of Markets committees.  He attended
Adelphi University.

Robert Greifeld is President and Chief Executive Officer of The
Nasdaq Stock Market, Inc.  Mr. Greifeld has a 20-year history in
technology, and as an entrepreneur created one of the first
electronic stock order matching systems.  He now leads a stock
exchange that is recognized as one of the most dynamic capital
markets in the world, with leading edge technology and trading
systems that set the pace for global markets.  NASDAQ's growth as
a company has been impressive, with 13 consecutive quarters of top
line growth.  The year 2007 was NASDAQ's most successful since it
began reporting financials in 1997, and in 2005, NASDAQ's stock
was the number one performer across all markets.  Mr. Greifeld has
been a strong advocate of modernizing stock markets to improve
trading quality and performance for the benefit of companies and
investors.  Prior to joining NASDAQ, Mr. Greifeld led the sell-
side businesses and the buy-side transaction routing businesses
for SunGard Data Systems Inc.  While serving as President and
Chief Operating Officer of Automated Securities Clearance, Inc.  
Mr. Greifeld led the team that created BRASS and made it the
industry standard trade order management system for NASDAQ stocks.  
Mr. Greifeld holds a Masters in Business from New York University,
Stern School of Business and a B.A. in English from Iona College.  
His graduate school thesis was on the operation of The NASDAQ
Stock Market.  Mr. Greifeld is Chairman of the USA Track & Field
Foundation and serves as a Vice Chairman on the Kennedy Center
Corporate Fund Board.  He is a member of the Partnership for New
York City, an organization devoted to enhancing the local economy.

Glenn H. Hutchins is a founder and managing member of Silver Lake,
the leading investment firm focused on private equity investments
in the technology industry.  Silver Lake seeks to achieve superior
financial returns by investing with the strategic insights of an
experienced industry participant, the operating advantages of a
world-class manager, and the return objectives of a disciplined
financial investor.  He has spent his business career as a private
equity investor in growth companies and large-scale buyouts.  
Prior to founding Silver Lake, Mr. Hutchins was a Senior Managing
Director and General Partner of the Blackstone Group, L.P. and a
Managing Director of Thomas H. Lee Company.  Mr. Hutchins is
active in public and charitable service.  Between his stints at
THL and Blackstone, Mr. Hutchins served President Clinton in both
the transition and the White House as a Special Advisor on
economic and healthcare policy.  After leaving government, Mr.
Hutchins was appointed by President Clinton to chair an initiative
on privatization in the former Soviet Union and by Secretary Rubin
to serve on the Treasury Department's Advisory Committee on
Financial Services.  He is currently a member of the Advisory
Council of the Hamilton Project.  Mr. Hutchins is a director of
the Harvard Management Company which is responsible for the
management of the University's endowment.  Mr. Hutchins is also a
trustee of the Lawrenceville School, the Brookings Institution and
the New York-Presbyterian Hospital.  Mr. Hutchins is Chairman of
the Board of SunGard Corp., as well as a director of The Nasdaq
Stock Market, Inc.  Previously, he was a director of TD Ameritrade
Holding Corp., Seagate Technology, and Gartner, Inc.  Mr. Hutchins
holds an A.B. from Harvard College, an M.B.A. from Harvard
Business School, and a J.D. from Harvard Law School.

John D. Markese was elected to the board of directors in May 1996.  
Dr. Markese served on NASD's board of governors from 1998 to 2002.  
Dr. Markese is the President and Chief Executive Officer of the
American Association of Individual Investors, a not-for-profit
organization providing investment education to individual
investors founded in 1978.

Thomas F. O'Neill is a founding partner of Sandler O'Neill &
Partners L.P.  He began his Wall Street career at L.F. Rothschild
in 1972.  At Rothschild, Mr. O'Neill specialized in working with
financial institutions in Rothschild's Bank Service Group.  He was
appointed Managing Director of the Bank Service Group, a group
comprised of fifty-five professionals, in 1984.  Mr. O'Neill
joined Mr. Sandler in Bear Stearns' Financial Services Group in
1985, and became a Bear Stearns Managing Director and Co-Manager
of the Group.  Mr. O'Neill is a graduate of New York University
and a veteran of the United States Air Force.  He is also a Member
of the Board of Directors of Archer Daniels Midland and Company,
where he serves as Chairman of the Audit Committee.

James S. Riepe was elected to the board of directors in May 2003.  
Mr. Riepe served as Vice Chairman of the board of directors of T.
Rowe Price Group, Inc., an investment management firm, since April
1997.  He was also Chairman of the T. Rowe Price Mutual Funds.  On
Jan. 1, 2006, Mr. Riepe retired from active management at T. Rowe
Price and retired from T.R. Price Group in April 2006.  Mr. Riepe
continues to serve as a Senior Adviser at T. Rowe Price.  
Previously, he served on the firm's management committee and was
responsible for overseeing mutual fund activities, including U.S.
and global marketing and service operations.  Mr. Riepe served as
Chairman of the board of governors of the Investment Company
Institute and on NASD's board of governors.  Mr. Riepe joined T.
Rowe Price in 1982 as Vice President and Director of the firm.  He
also serves on the board of directors of Genworth Financial.  Mr.
Riepe serves as Chairman of the Board of Trustees of the
University of Pennsylvania.

Deborah L. Wince-Smith was elected to the board of directors of
NASDAQ in May 2004.  Ms. Wince-Smith has been the President and
Chief Executive Officer of the Council on Competitiveness since
2001.  In 2006, she was nominated by President George W. Bush and
confirmed by the U.S. Senate to serve as a member of the Oversight
Board of the Internal Revenue Service.  She is an appointed member
of the Secretary of State's Advisory Committee on International
Economic Policy, serves on the Board of Governors for Argonne
National Laboratory, and on the boards of several start-up
technology companies.  In 1989, she became the first Senate
Confirmed Assistant Secretary for Technology Policy in the
Department of Commerce.  Previously, she served in the Reagan
Administration as the Assistant Director for International Affairs
and Global Competitiveness in the White House Office of Science
and Technology Policy.

Michael R. Splinter has served as President and Chief Executive
Officer, as well as a member of the Board of Directors, of Applied
Materials, Inc., the global leader in nanomanufacturing
technology(TM) solutions for the electronics industry, since 2003.  
Under his leadership the company has executed on its growth
strategy in the semiconductor and flat panel display equipment
markets and entered new markets for energy and environmental
solutions, including the solar photovoltaic equipment market.  An
engineer and technologist, Mr. Splinter is a 30-year veteran of
the semiconductor industry and has been at the forefront of many
of the industry's most significant technology innovations and
transitions.  Prior to joining Applied Materials, Mr. Splinter was
an executive at Intel Corporation. Mr. Splinter is chairman of the
Technology CEO Council, a group of top high-tech CEOs dedicated to
advancing policies to ensure and promote U.S. competitiveness
through technology leadership.  He also serves on the board of
Semiconductor Equipment and Materials International, and is chair
of the board of directors for the Silicon Valley Leadership Group.  
Mr. Splinter earned both Bachelor and Master of Science degrees in
electrical engineering from the University of Wisconsin, Madison.

Urban Backstrom has been Chairman of OMX's Board of Directors
since April 2007 and a Board member since 2005.  Between April
2005 and April 2007, he served on the Audit Committee and in April
2007, he was appointed to the Remuneration Committee.  He is
currently, since June 1, 2005, also Managing Director of the
Confederation of Swedish Enterprise, a pro-business non-profit
organization representing 54,000 Swedish companies.  Between 1991
and 1993, Mr. Backstrom was State Secretary in the Ministry of
Finance in Sweden.  From 1994 to Dec. 31, 2002, Mr. Backstrom was
Chairman and Governor of The Swedish Central Bank.  During that
period he also served on the Board of Bank for International
Settlement, as a Board Member from 1994 to 1999 and as Chairman
from 1999 to 2002.  He also represented Sweden as Governor of the
International Monetary Fund, in the Group-of-ten, in the European
Monetary Institute, a forerunner to the European Central Bank
between 1995 and 1998 and in the General Council of ECB between
1999 and 2002.  Mr. Backstrom was, in accordance with the Swedish
Central Bank Act, restricted from seeking employment for ten
months after leaving the Central Bank.  From Nov. 1, 2003 he was
Chief Executive Officer of Skandia Liv, one of the largest life
insurers in Sweden.  Mr. Backstrom received his Bachelor of
Science in Economics from Stockholm University in 1979 and studied
Ph.D. courses in economics at Stockholm University and the
Stockholm School of Economics between 1979 and 1981.

Soud Ba'alawi is the Executive Chairman of Dubai Group, the
leading diversified financial company of Dubai Holding.  It is
established to focus on Banking, Investments and Insurance, both
at a regional and global level.  Mr. Ba'alawi was previously CEO
of Dubai Investment Group and played a key role in its foundation
and growth.  He has more than ten years experience in banking and
investment with Citigroup, and was the Vice President of Gulf
Treasury in Citibank Dubai.  He has also served as Chief
Investment Officer of Dubai Internet City and Vice President of
The Executive Office.  Known for his strategic insights and
entrepreneurial vision, Mr. Ba'alawi has overseen the growth of
Dubai Group and its local office network that spans from New York
through London to Kuala Lumpur and Hong Kong.  A UAE National, Mr.
Ba'alawi is a member of the Chartered Institute of Management
Accountants, United Kingdom.

Birgitta Kantola is a member of the OMX Board.  She has a Master
in Law and is a member of the Boards of Fortum Oyj (Vice Chair),
Nordea AB, Stora Enso Oyj, Varma Mutual Pension Company and
Vasakronan AB.

Essa Kazim is the Chairman of the Dubai Financial Market.  Mr.
Kazim began his career as Senior Analyst in the Research and
Statistics Department of the UAE Central Bank in 1988 and then
moved to Dubai Department of Economic Development as Director of
Planning and Development in 1993.  He was then appointed Director
General of the DFM in 1999.  He holds a Master degree in Economics
from the University of Iowa and a Bachelors degree in Mathematics,
Economics and Computer Science from Coe College in the U.S.  In
1998, he also achieved a Masters degree in Total Quality
Management from the University of Wollongong in the UAE.

Hans Munk Nielsen is a member of the OMX Board.  He served as
Senior Executive Vice President and Chief Financial Officer of TDC
A/S.  Mr. Nielsen is also Chairman of the Board of Collateralized
Mortgaged Obligations Fonden.  In addition, he is Deputy Chairman
of the Board of Nordea Invest.  He has also held various positions
at the Great Belt Link, Carl Bro Group, Danske Bank and Danish
Ministry of Finance.  Mr. Nielsen holds a Masters of Science in
Economics.

Lars Wedenborn, CEO of FAM (Foundation Asset Management) fully
owned by Wallenberg foundations, is a Swedish citizen and has a
Master of Science degree in Economics from the University of
Uppsala.  He started his career as auditor followed by an
assignment as CFO at Cabanco.  During 1991-2000 he was Deputy
Managing Director and CFO at Alfred Berg, as Scandinavian
investment bank.  He served with Investor AB, a Swedish holding
company, as Executive Vice President and CFO, 2000-2007.  Mr.
Wedenborn is Chairman of the Board of Novare Holding AB and also
member of the boards of OMX and The Grand Hotel.

These new directors have been elected to the Board of the NASDAQ
Exchange.  The other 6 directors include Daniel Coleman, Lon
Gorman, Bob Greifeld, Merit Janow, John Markese and Deborah Wince-
Smith.

Betsy S. Atkins has served as Chief Executive Officer of Baja
Ventures, an independent venture capital firm focused on the
technology and life sciences industry, since 1994.  She previously
served as chairman and Chief Executive Officer of NCI, Inc., a
functional food/nutraceutical company from 1991 through 1993.  
Atkins was a co-founder of Ascend Communications in 1989, where
she was also a member of the board of directors until its
acquisition by Lucent Technologies in 1999.  Ms. Atkins currently
serves on the board of directors of Polycom, Inc., Reynolds
American, Inc., SunPower Corp., and Chico's FAS, Inc., as well as
a number of private companies.  She served as a presidential
appointee to the Pension Benefit Guaranty Corp. board from 2001 to
2003 and is a faculty member of the National Association of
Corporation Directors, and a Trustee at Florida International
University.  She is a member of the British Telecom Advisory Board
and the Council on Foreign Relations.

Christopher R. Concannon is Executive Vice President, Transaction
Services for The NASDAQ Stock Market.  In this role, he is
responsible for the management and operation of the NASDAQ's
transaction services business, which includes The NASDAQ Stock
Market and The NASDAQ Options Market.  Mr. Concannon joined NASDAQ
in May 2003 as Executive Vice President.  Prior to joining NASDAQ,
Mr. Concannon was President of Instinet Clearing Services, Inc.,
where he managed the clearing and execution services business
offered by Instinet Clearing.  Before joining Instinet, Mr.
Concannon was Special Counsel and Vice President of Business
Development for the Island ECN.  He also served as an associate at
Morgan, Lewis & Bockius LLP in their New York and Washington
offices.  From 1994-1997 Mr. Concannon was an attorney with the
U.S. Securities and Exchange Commission in the Division of Market
Regulation.  During his time at the SEC he specialized in the
review and approval of rules of the various self-regulatory
organizations, the regulation of securities underwriting, and the
regulation of the clearance and settlement of securities
transactions.  He began his career with the American Stock
Exchange, where he served as a Legislative Analyst from 1992-1995,
lobbying Congress and the Administration on a variety of
securities related issues.  Mr. Concannon received a B.A. from The
Catholic University of America in 1989, an M.B.A. from St. John's
University in 1991, and a J.D. from the Columbus School of Law,
the Catholic University of America in 1994.  He is a member of the
New York Bar, New Jersey Bar and the District of Columbia Bar. Mr.
Concannon serves as an advisory board member for The Journal of
Trading, an Institutional Investor Journal aimed at educating
portfolio managers and traders on their execution options with
strategic advice from industry experts.  In 2007, he was nominated
to Crain's New York Business "40 Under 40," an annual list
honoring industry leaders and rising stars in the New York
business community.  Mr. Concannon resides in New York.

Michael O'Conor is a senior consultant with Jordan & Jordan. Since
joining Jordan & Jordan, he has worked with broker dealer clients
in reviewing, analyzing and recommending changes to their U.S.
Equity trading operations with specific focus on order routing and
execution.  Mr. O'Conor is also the director of Jordan & Jordan's
Reg NMS practice.  He is recognized as an industry leader in
promoting electronic trading, buy-to-sell side connectivity and
the use of standardized messaging.  Mr. O'Conor's expertise in
electronic trading platforms for Cash Trading, Program Trading,
IOIs, Allocations, Fixed Income, Financial Futures & Options,
Algorithmic Trading and Direct Market Access provides deep insight
into trading platforms and market practices for many types of
instruments.  He served as the Sell-Side chair of the Americas FIX
Committee and was the inaugural chair of the FIX for Fixed Income
Committee and the Inaugural Chair of the Global Steering Committee
of FIX Protocol Ltd.  Mr. O'Conor joined Jordan & Jordan after
holding the position of Senior Vice President, Director of
Electronic Services for Chapdelaine Institutional Equities. Prior
to Chapdelaine, he was Managing Director at Merrill Lynch & Co.,
where he was responsible for design, development and deployment of
electronic services connectivity to support Merrill's
institutional trading clients worldwide.  Mr. O'Conor received a
B.S. in Management from St. John Fisher College in Rochester, NY
and a MBA from Adelphi University.

Daniel Coleman was elected to the board of directors in May 2005.  
Mr. Coleman has served as Joint Global Head of Equities at UBS
Securities, LLC, a broker-dealer subsidiary of UBS AG, since July
2005.  Mr. Coleman chairs the Equities Management Committee and is
a member of the UBS Investment Bank board.  Mr. Coleman has been
with UBS Investment Bank and its predecessor firms since 1986 and
has held several executive management positions, including Head of
Equities for the Americas from October 2004 to July 2006 and Head
of Equities Trading from June 2000 to October 2004.  Previously,
he served as Head of Client Trading from September 1997 to June
2000.

Merit E. Janow was elected to the board of directors in May 2005.
Professor Janow has been a Professor at Columbia University's
School of International and Public Affairs since 1994.  Professor
Janow teaches advanced courses in international trade, World Trade
Organization law, comparative and antitrust law at Columbia Law
School, and international economic policy at SIPA.  Professor
Janow served as one of seven members of WTO's Appellate Body from
December 2003 to December 2007.  Since 2001, Professor Janow has
served on the board of directors of the Capital Income Builder
Fund and, the World Growth and Income Fund of the American Funds
family.  For both funds, she serves on the audit, proxy, and
contracts committees.  In 2007, she joined the board of another
mutual fund of the American Funds, the American Funds Insurance
Series and the American Fund Target Date Retirement Series.

                        About Nasdaq OMX

The NASDAQ OMX Group, Inc. -- http://wwwnasdaqomx.com/-- is a  
large exchange company, which delivers trading, exchange
technology and public company services across six continents, and
with over 3,900 companies, it is number one in worldwide listings
among major markets.  NASDAQ OMX offers multiple capital raising
solutions to companies around the globe, including its U.S.
listings market; the OMX Nordic Exchange, including First North;
and the 144A PORTAL Market.  The company offers trading across
multiple asset classes including equities, derivatives, debt,
commodities, structured products and ETFs.  NASDAQ OMX technology
supports the operations of over 60 exchanges, clearing
organizations and central securities depositories in more than 50
countries.  OMX Nordic Exchange is not a legal entity but
describes the common offering from NASDAQ OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and
Vilnius.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2008,
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.


NATIONAL CITY: Fitch Rates Two Certificate Classes at B
-------------------------------------------------------
Fitch rated National City Mortgage Capital Trust $389 million
mortgage pass-through certificates, series 2008-1, as:

Group I:
  -- $121.9 million classes 1-A-1, 1-A-2, 1-A-3 and 1-A-R 'AAA'
     (senior notes);

  -- $2.9 million class 1-B-1, 'AA';
  -- $1.3 million class 1-B-2, 'A';
  -- $771,800 class 1-B-3, 'BBB';
  -- $836,200 non-offered class 1-B-4, 'BB';
  -- $321,600 non-offered class 1-B-5, 'B'.

Group II:
  -- $254.2 million classes 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5,
     2-IO and 2-PO 'AAA' (senior notes);

  -- $3.0 million class 2-B-1, 'AA';
  -- $1.6 million class 2-B-2, 'A';
  -- $655,000 class 2-B-3, 'BBB';
  -- $1.2 million non-offered class 2-B-4, 'BB';
  -- $393,000 non-offered class 2-B-5, 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
5.25% credit enhancement provided by the 2.25% class 1-B-1, the
1.00% class 1-B-2, the 0.60% class 1-B-3, the 0.65% non-offered
class 1-B-4, the 0.25% non-offered class 1-B-5, and the 0.50% non-
offered and non-rated class 1-B-6.

The 'AAA' rating on the Group 2 senior certificates reflects the
2.90% credit enhancement provided by the 1.15% class 2-B-1, the
0.60% class 2-B-2, the 0.25% class 2-B-3, the 0.45% non-offered
class 2-B-4, the 0.15% non-offered class 2-B-5, and the 0.30% non-
offered and non-rated class 2-B-6.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
National City Mortgage Co (rated 'RPS2+' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  The
class 2-A-1 certificate is an exchangeable certificate.  The
remainders of the classes are regular certificates.

The Group 1 certificates represent ownership in a trust fund,
which consists primarily of 191 one- to four-family conventional,
adjustable-rate mortgage loans secured by first liens on
residential mortgage properties.  As of the cut-off date
(Feb. 1, 2008), the mortgage pool has an aggregate principal
balance of approximately $128,638,124, a weighted average original
loan-to-value ratio of 67.73%, a weighted average coupon of
6.437%, a weighted average remaining term to maturity of 357
months, and an average balance of $673,498.  The mortgage loans
consist of 100% adjustable rate loans.  The weighted average
credit score of the mortgage loans is expected to be approximately
757.  The loans are primarily located in California (45.34%),
Maryland (7.67%) and Virginia (5.79%).

The Group 2 certificates represent ownership in a trust fund,
which consists primarily of 388 one- to four-family conventional,
fixed-rate mortgage loans secured by first liens on residential
mortgage properties.  As of the cut-off date (Feb. 1, 2008), the
mortgage pool has an aggregate principal balance of approximately
$261,831,432, a weighted average OLTV of 71.16%, a WAC of 6.748%,
a WAM of 358 months, and an average balance of $674,823.  The
mortgage loans consist of 100% fixed rate loans.  The weighted
average credit score of the mortgage loans is expected to be
approximately 760.  The loans are primarily located in California
(20.03%), Maryland (14.89%) and Virginia (12.36%).

The mortgage loans were originated or acquired by NCMC and in turn
sold to NCMCT.  A special purpose corporation, NCMCT, deposited
the loans into the trust, which then issued the certificates.  
Wells Fargo Bank National Association (rated 'AA/F1+' by Fitch)
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


NATIONWIDE HEALTH: David Snyder Resigns as VP and Controller
------------------------------------------------------------
On Feb. 22, 2008, David E. Snyder resigned as vice president and
controller of Nationwide Health Properties Inc., effective
Feb. 29, 2008.  In connection with his resignation, Mr. Snyder
entered into a letter agreement with the company which provides
for his continued employment as a non-officer of the company at
his current salary and with current benefits until his termination
of employment.

                     About Nationwide Health

Headquartered in Newport Beach, California, Nationwide Health
Properties Inc. -- http://www.nhp-reit.com/-- is a real estate
investment trust that invests in senior housing and long-term care
facilities and medical office buildings.  The company has
investments in 547 facilities in 43 states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 29, 2008,
Fitch Ratings affirmed Nationwide Health Properties Inc.'s 'BB+'
preferred stock rating.  The Rating Outlook was revised to
Positive from Stable.

Moody's Investors Service placed Nationwide Health Properties
Inc.'s cumulative preferred and non-cumulative preferred ratings
at 'Ba1' in July 2001.  The ratings still hold to date.


NAVISTAR INTERNATIONAL: Re-Files Breach of Contract vs. Ford Motor
------------------------------------------------------------------
Navistar International Corp. has re-filed a lawsuit against Ford
Motor Co. for violating a diesel engine contract in which Ford
promised that Navistar would be Ford's primary manufacturer and
supplier of V-6 and V-8 diesel engines in North America, including
diesel engines for Ford's F-150 pickup trucks.

The suit, filed in the Circuit Court of Cook County, Illinois,
seeks "at least hundreds of millions of dollars."

Navistar originally sued Ford in June 2007 alleging breach of the
contract.  Cook County Circuit Court Judge Dennis Burke dismissed
that suit to allow for mediation of the dispute by a third-party.  
Navistar and Ford were unable to resolve the dispute through
mediation, so Navistar now has re-filed the lawsuit.

According to the lawsuit, Ford will introduce a 4.4 liter diesel
engine for production in North America by late 2009 or 2010 or
possibly earlier.  Ford intends to produce the engine itself for
use in the F-150, and possibly other vehicles.  The lawsuit states
that Ford cannot manufacture the engine without violating its
contract with Navistar.  Reportedly, Ford will produce the engines
at a Ford facility in Chihuahua, Mexico.

The lawsuit states that Navistar spent millions of dollars and
devoted years of its employees' time to develop a next generation
diesel engine named "Lion" for use in F-150 pickup trucks and
other vehicles in which Ford had not previously offered diesel
engines.  Ford agreed that Navistar, which has been the exclusive
diesel engine supplier for Ford's heavy-duty pickup trucks since
1979, would be the manufacturer and supplier of the new engines
for the North American vehicle market.

The lawsuit, filed Feb. 26, 2008, is separate from previously
reported litigation between the two companies.  In 2007, Ford
filed a lawsuit against Navistar involving engine pricing and
warranty claims on Power Stroke diesel engines.  Navistar counter-
sued, stating that pricing was consistent with contractual
agreements, that the warranty claims were entirely without merit
and that Ford has stopped honoring the terms of an agreement under
which the engines were built.  Navistar amended its counter-suit
in May 2007 and asked for in excess of $2 billion in damages.

                       About Ford Motor

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

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

               About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  The company has operations in Brazil,
Iceland and India.

                        *     *     *

The company carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings with a negative outlook.  The company's
subsidiary, Navistar Financial Corp. also carries S&P's BB-
rating.


NEWPARK RESOURCES: Moody's Vacates All Ratings on Business Reasons
------------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for
Newpark Resources, Inc., including the B1 Corporate Family Rating
and B1 Probability of Default Rating.

Moody's has withdrawn these ratings for business reasons.  Moody's
added that the ratings were withdrawn because this issuer has no
rated debt outstanding.

Newpark Resources, Inc. is headquartered in The Woodlands, Texas.


NORTHWEST AIR: Pilots Union Poses Threat to Delta Air Tie-Up
------------------------------------------------------------
Amid spurring merger talks between Delta Air Lines Inc., and
Northwest Airlines Corp., "an impasse over seniority involving
the pilots unions has jeopardized a probable deal", The
Associated Press reports.

Pilot negotiators at Delta and Northwest have agreed on a
$2,000,000,000 package that would include higher pay, an equity
stake in the combined airline and a board seat, Bloomberg News
says, citing people familiar with the talks.

The Atlanta-Journal Constitution says that the pilots unions  
have agreed on a comprehensive joint contract which contemplates
about 7% equity stake in the combined companies.   Northwest
pilots will get about 30% pay raise, while Delta's higher-paid
pilots would get a modest pay hike.

The pilots remain divided on seniority, however, which determines
their compensation, work schedules, aircraft and routes, reports
say.

Seniority determines most aspects of a pilots' career, including
size of paycheck, likely lay-offs and vacations, the best routes
and the bigger planes that pilots get paid more for flying.

According to the Minneapolis-Star Tribune, a Delta pilot briefed
on the talks said Northwest's negotiators insisted on "fences" to
reserve some of the highest-paying jobs flying its big Boeing
747s for its members.  Meanwhile, a person close to the talks
said that a small group of Northwest pilot negotiators want young
Delta pilots placed at the bottom of the combined seniority list,
according to reports by AP.

In an official statement, Northwest pilots union spokesperson
Greg Rizzuto noted that a pilot's career is tied to seniority
ranking, and that "the labor group is united, and all it wants is
what's fair."

Northwest Airlines pilots are continuing to look for a solution
to the stalled talks with Delta pilots, and they're "not under a
deadline" to make a deal, a person with knowledge of the
situation said, says the AP.

Provided that the pilot union talks make progress, the Delta-
Northwest consolidation announcement "remains on hold", the AP
says, quoting an unnamed source.

Delta executives told employees in an internal memo dated
February 26 that no "potential transaction meets all our
principles," The Wall Street Journal reports.

The memo cited priority terms in the event of any merger,
including seniority protection for all Delta employees and
keeping the airline's headquarter in Atlanta.  It emphasized that
the airline will continue to focus on its "stand-alone plan"
until all "these conditions are met."

Signed by Richard Anderson, Delta's chief executive, and Ed
Bastian, the airline's president and chief financial officer, the
memo also tackled an impasse between Delta and Northwest on a
common seniority list for the pilots of a combined airline, says
WSJ.

Delta and Northwest pilots have not met for a week, but according
to one person familiar with the talks who requested anonymity,
there's no indication the carriers won't keep trying, the AP
reports.

As the talks drag on, the International Association of Machinists
and Aerospace Workers said it is joining the Coalition for An
Airline Passengers Bill of Rights to lobby against a wave of
airline megamergers that could be kicked off by the Delta-
Northwest tie-up, the Atlanta-Journal Constitution says.

"Employees and passengers are the two groups essential to an
airline's success, yet they are the ones that are hurt most in
mergers.  Airlines must work with employees and cater to
passengers if they expect to succeed," the union's general vice
president Roach Jr., said in a statement.

Kate Hanni, executive director of the coalition, told the Houston
Chronicle that combining two major airlines with diverse
corporate cultures "is a recipe for disaster."

The machinists union represents baggage handlers, ticket agents
and other employees at Northwest, United Air Lines and
Continental Airlines.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 91; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).

                   About Northwest Airlines

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

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

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


NOTIFY TECH: December 31 Balance Sheet Upside-Down by $1,065,812
----------------------------------------------------------------
Notify Technology Corp.'s consolidated balance sheet at Dec. 31,
2007, showed $1,693,661 in total assets and $2,759,473 in total
liabilities, resulting in a $1,065,812 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1,562,476 in total current assets
available to pay $2,745,039 in total current liabilities.

The company reported a net loss of $92,701 on total revenue of
$1,074,854 for the first quarter ended Dec. 31, 2007, compared
with a net loss of $61,027 on total revenue of $1,031,446 for the
same period ended Dec. 31, 2006.

"Our wireless product revenue continues to grow steadily year to
year while we continue to maintain control over our expenses.
Notify has established itself as providing a robust wireless
solution to support a variety of email platforms and wireless  
handheld devices.  We continue to increase our investment in
research and development as we increase the number of email  
platforms and wireless devices we support," said Paul DePond,  
president of Notify Technology.  "We are committed  to enhancing  
our wireless products in order to maintain our market position and
continue our revenue growth throughout the coming fiscal year."

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?289d

                     About Notify Technology

Headquartered in San Jose, California, Notify Technology
Corporation (OTC: NTFY) -- http://www.notifycorp.com/-- is a  
software company developing mobility products for organizations of
all sizes.  Notify's wireless solutions provide secure  
synchronized email and PIM access and management to any size  
organization  on a variety of wireless 2-way devices and
networks.  Notify sells its wireless products directly and through  
authorized resellers internationally.


NUTRITIONAL SOURCING: Exclusive Plan Filing Period Extended
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
further extended Nutritional Sourcing Corporation and its debtor-
affiliates' exclusive periods to:

   a) file a Chapter 11 plan until May 2, 2008; and

   b) solicit acceptances of a plan until July 7, 2008.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
the Debtors told the Court that they need sufficient time to
negotiate a plan with their creditors because they still have
significant tasks that they have to complete, including, the sale
of more assets and review of potential claims.

James C. Carigan, Esq., at Pepper Hamilton LLP in Wilmington,
Delaware, said the Debtors are currently seeking Court approval
for the sale of certain property and unimproved real estate to a
certain stalking horse bidder for $26.5 million.

Mr. Carigan said the Debtors are conducting a sale process with
other bidders and anticipate to close the deal on or before
June 1, 2008.

                    About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  Skadden, Arps, Slate, Meagher & Flom LLP
represent the Official Committee of Unsecured Creditors.  

The bankruptcy court has extended Nutritional Sourcing Corp.'s
exclusive period to file a chapter 11 plan until March 3, 2008.

The company has disclosed $130.8 million in assets and debt
totaling $266.5 million with the Court.


NUTRITIONAL SOURCING: Court Approves Sale Bidding Procedure
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved Nutritional Sourcing Corporation and its debtor-
affiliates' proposed bidding procedure for the sale of their
Pueblo's De Diego assets, subject to better and higher offers.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
under the terms and conditions of an asset purchase agreement
dated Feb. 7, 2008, Empresas A. Cordero Badillo Inc., the stalking
horse bidder, agreed to purchase the Debtors' asset for
$26.5 million.  Empresas has deposited $1,325,000 as required
in the agreement.

The Debtors have agreed to pay Empresas up to $900,000 in
termination fee, which is comprised of (i) a $750,000 break-up
fee, and (ii) $150,000 reimbursement of expenses.

                         Sale Protocol

Interested qualified bidders must submit at least $27,550,000,
which includes a termination fee and a $150,000 incremental bid,
by April 23, 2008, the proposed bid deadline.

The proposed sale allows all potential bidders to participate
until April 18, 2008.

If one or more qualified bids are received, a public auction will
be conducted by the Debtors on April 30, 2008, at 10:00 a.m., at
the offices of Kaye Scholer LLP, 425 Park Avenue in New York and,
at the auction, qualified bidders are allowed to increase their
bids by $100,000.

If the assets are sold to another bidder, the sale procedure will
provide a termination fee consist of (i) $750,000 break-up fee and
$150,000 reimbursement of expenses.  The total termination fee
constitutes 3.4% of the purchase price.

                    About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  Skadden, Arps, Slate, Meagher & Flom LLP
represent the Official Committee of Unsecured Creditors.  

The bankruptcy court has extended Nutritional Sourcing Corp.'s
exclusive period to file a chapter 11 plan until March 3, 2008.

The company has disclosed $130.8 million in assets and debt
totaling $266.5 million with the Court.


OMEGA HEALTHCARE: Fitch Withdraws Ratings with Stable Outlook
-------------------------------------------------------------
Fitch Ratings affirmed and simultaneously withdrawn the ratings of
Omega Healthcare Investors as:

  -- Issuer Default Rating at 'BB';
  -- Senior unsecured notes at 'BB';
  -- Preferred stock at 'B+'.

The Rating Outlook is Stable.

Fitch will no longer provide analytical coverage of this issuer.


ORBIT BRANDS: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed Orbit Brands Corp.'s Chapter 11 case, BankruptcyData.com
reports.

As reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor that it was unable to update its Securities and Exchange
Commission filings and file a disclosure statement.  However,
the Debtor pledged to pay its creditors in full once the
bankruptcy case is dismiss.  In September 2006, the Debtor had
asked the Court not to require them to file a disclosure statement
because its creditors would receive full payment.  The Court,
however, disagreed.

                        About Orbit Brands

Orbit Brands Corporation focuses on the growth via the acquisition
and development of early stage high growth companies in the
technology, health and fitness, and consumer goods industries.  

Three of Orbit Brands' creditors, represented by Simon J. Dunstan,  
Esq., at Hughes & Dunstan, LLP, filed an involuntary Chapter 11  
petition against the company on June 25, 2004 (Bankr. C.D. Calif.,
L.A. Div., Case No. 04-24171.  On Dec. 14, 2004, the Company
consented to entry of an order for relief by filing a voluntary
Chapter 11 petition.  Orbit Brands said that it elected to file
for Chapter 11 protection to bring a halt to vexatious litigation
in several states and to protect the interests of shareholders and
legitimate creditors.


PACIFIC LUMBER: Bank of New York Files Amended Chapter 11 Plan
--------------------------------------------------------------
The Bank of New York Trust Company, N.A., as Indenture Trustee for
the Timber Notes, delivered to the U.S. Bankruptcy Court for the
Southern District of Texas, on Feb. 27, 2008, its First Amended
Chapter 11 Plan of Reorganization for Scotia Pacific Company LLC.

BoNY's Amended Plan contemplates certain changes in the
classification of certain claims:

Class                Original BoNY Plan   Amended BoNY Plan
-----                ------------------   -----------------
Class 2(a)(1)       Secured Claims under  Secured Claims of
                     the Scopac Line of    Liquidity Providers
                     Credit                under a Scopac Line  
                                           of Credit

Class 2(d)          N/A                   Secured Tax Claims   

Class 4             Unsecured Claims of   Contingent    
                     Qui Tam Claimants     Unsecured Claims

Class 5             Intercompany Claims   Intercompany
                                           Unsecured Claims

Class 7             Interests in Debtor   Equity Interests in
                                           Debtor

Along with Claims in Class 1 and Class 2(a), the Amended BoNY
Plan considers Class 2(d) Claims as unimpaired and conclusively
presumed to have accepted the Amended BoNY Plan and therefore,
are not entitled to vote to accept or reject the Amended BoNY  
Plan.

Class 4 Claimants are not entitled to vote unless their claim
becomes non-contingent prior to the voting deadline.  Pursuant to
Section 1126(g) of the Bankruptcy Code, holders of Claims and
Interests in Classes 5, 6 and 7 are conclusively presumed to have
rejected the Plan and therefore, are not entitled to vote to
accept or reject the Plan.

                       Treatment of Claims

The Amended BoNY Plan also contemplates changes in the treatment
of certain claims.

In full satisfaction of Class 2(a) Allowed Secured Claims, on the
Effective Date of the Amended BoNY Plan, the Class 2(a) Allowed
Claims will be paid in full from:

   (i) the funds on deposit in the Scheduled Amortization Reserve
       Account; and

  (ii) proceeds of sale of the Indenture Trustee's collateral in
       payment of their Allowed Secured Claims in recognition of
       the payment priorities set forth in the Indenture, Deed of
       Trust and the Bankruptcy Code; or

(iii) other treatment as may be agreed to in writing by the
       Class 2(a) Claimants and a Plan Agent.

Caterpillar Financial Services Corporation will receive, in full
satisfaction of its allowed Class 2(c) secured claim, if any, on
the Effective Date either:

   (1) the return of its collateral in full satisfaction of its
       claim unless Caterpillar elects to have its collateral
       sold pursuant to the Indenture Trustee Plan;

   (2) the proceeds of the sales of any collateral that
       Caterpillar elects to have sold pursuant to the Amended
       BoNY Plan; or

   (3) other treatment as may be agreed to in writing by
       Caterpillar and the Plan Agent.

To the extent Caterpillar's collateral is sold and the proceeds
of the sales are insufficient to pay the Claim in Class 2(c) in
full, Caterpillar will have a Class 3 Allowed General Unsecured
Claim for the deficiency.

On the Effective Date, each holder of an Allowed Secured Tax
Claim will receive payment in full in Cash.  Notwithstanding any
language to the contrary in the Amended BoNY Plan, Class 2(d)
Claimants will retain their liens against the Estate Property
subsequent to the confirmation of the Amended BoNY Plan
and the conveyance of Estate Property to Post-Confirmation Scotia
Pacific Company LLC, a litigation trust or a Scopac liquidating
trust.

If, on or before the Confirmation Date, a Class 4 Contingent
Unsecured Claim is determined by the Bankruptcy Court to be no
longer contingent, then the claim will be treated as Class 3
Allowed General Unsecured Claim.  Each holder of an Allowed
Class 4 Contingent Unsecured Claim that is, prior to the
Effective Date, determined to be no longer contingent will
receive:

   (a) their pro rata share of the proceeds of avoidance
       actions recovered for the benefit of Claimants of the
       Scopac Estate;

   (b) their pro rata share of any proceeds that are placed in
       the Distribution Account from the sale of the Estate
       Property after satisfaction of any Lien secured by the
       proceeds -- plus interest and Allowed fees and expenses:

   (c) distributions from the Litigation Trust pursuant to the
       terms of the Litigation Trust Agreement; and

   (d) distributions from the Scopac Liquidating Trust pursuant
       to the terms of the Liquidating Trust Agreement.

                       Other Provisions

Regardless of any of provision of the Amended BoNY Plan, the
Court's Confirmation order will not serve as a rejection of
certain Timber permits or Environmental Obligations, and any
acquirer of the Scopac Timberlands must agree to be bound by the
Timber Permits and Environmental Obligations as if no Chapter 11
case had been filed.

The Amended BoNY Plan also states that in the event that the
Indenture Trustee acquires the Estate Property through a
successful credit bid, title to Estate Property will pass to the
Indenture Trustee or its designee.

All Environmental Obligations associated with the Commercial
Timberlands and the MMCAs, and all permits, agreements, plans,
orders, or other governmental agency authorizations or approvals
issued by federal, state or local government agencies with
respect to timber harvesting activities or other land use
activities on Scopac's timberlands will be assumed by the
acquirer of the Commercial Timberlands and the MMCAs, including
BoNY if it acquires the property.

There will be one Plan Agent under the Amended BoNY Plan who will
answer to, and be directed by, a post-confirmation board, and who
will be vested with all the powers of a debtor-in-possession and
trustee appointed under Chapter 7.

BoNY will, prior to the Confirmation Hearing, nominate the Plan
Agent.  BoNY will also negotiate a fee agreement with the Plan
Agent to compensate him or her for services rendered as the
Plan Agent.  The Plan Agent candidate will be approved at the
Confirmation Hearing, and will immediately undertake the required
duties under the Plan.

The Post-Confirmation Board will consist of at least the
top three Timber Noteholders and additional noteholders as are
necessary to ensure that there is an odd number of members on the
Post-Confirmation Board.  The members of the Post-Confirmation
Board must together hold at least 51% or more of the total of the
outstanding balance on the Timber Notes until the time that the
Timber Notes are paid in full.

Once the Timber Notes are paid in full, the U.S. Trustee will
propose members of the Post-Confirmation Board as Replacement
Post-Confirmation Board Members.

A full-text copy of the Indenture Trustee's First Amended Plan is
available for free at:

   http://bankrupt.com/misc/PALCO_BoNYFirstAmendedPlan.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.  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 expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
48, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Various Parties Attack Panel Disclosure Statement
-----------------------------------------------------------------
Several parties-in-interest complained about the adequacy of
information provided in the joint disclosure statement filed by
the Official Committee of Unsecured Creditors on account of the
competing plans of reorganization filed in The Pacific Lumber
Company and its debtor-affiliates' cases.

As reported in the Troubled Company Reporter on Feb. 28, 2008, in
accordance with Judge Richard Schmidt's directive, the
Committee, 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 Feb. 25, the joint disclosure statement.

1. The Bank of New York

The Bank of New York Trust Company, N.A., as Indenture Trustee
for the Timber Notes, opposes to the inclusion of the Debtors'
Joint Plan of Reorganization in the Joint Disclosure Statement,
asserting that the Debtors' Joint Plan is "patently non-
confirmable."

Representing BoNY, Zack A. Clement, Esq., at Fulbright & Jaworski
LLP, in Houston, Texas, contends that Debtors' Plan is so fatally
flawed that confirmation is impossible.  

Pursuant to the Debtors' Plan, both the Timber Noteholders and
Marathon are "impaired," Mr. Clement notes.  Thus, both the
Timber Noteholders and Marathon must either vote in favor of the
Debtors' Plan or be crammed down.  Because it is unlikely that
either of the Timber Noteholders and Marathon will vote in favor
of the Debtors' Plan, the only way that Plan can be confirmed is
if it can be crammed down on both the Timber Noteholders and on
Marathon, he points out.

"[W]ithout acceptance from both the Timber Noteholders and from
Marathon, the Debtors' Joint Plan cannot be confirmed, and thus,
is dead on arrival," Mr. Clement argues.
                                                                                  
As a result, Mr. Clement contends that the Court should strike
the Debtors' Plan from the Joint Disclosure Statement and
prohibit its solicitation.  "Soliciting acceptances for a plan
which has absolutely no possibility of being confirmed will only
serve to complicate the process, increase expenses and confuse
creditors."

The Joint Disclosure Statement also fails to provide any
meaningful disclosure regarding the risks associated with
confirmation of the Marathon Plan, and thus, it fails to provide
adequate information as required by the Bankruptcy Code, Mr.
Clement adds.

2. Marathon Structured

Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and
Agent under the DIP Credit Facility, contends that the Debtors'
proposed Plan of Reorganization and the Pacific Lumber Company's
Stand-Alone Plan are each not confirmable, and should be removed
from the Joint Disclosure Statement with no solicitation of those
plans should be conducted.

John D. Penn, Esq., at Haynes and Boone, LLP, in Forth Worth,
Texas, argues that the Debtors' Plan is not confirmable for these
reasons:

   (a) Rather than paying the Debtors' DIP Loan in full in cash
       on the Effective Date as required by the Court's DIP Order
       and the Bankruptcy Code, the Debtors' Plan proposes to
       give Marathon equity in satisfaction of the DIP Loan; and

   (b) The Debtors' Plan proposes to satisfy Marathon's Palco
       Term Loan Claim through a distribution of equity and
       assets.  "This is unacceptable to Marathon," Mr. Penn
       says.  "Under the express terms of the DIP Order,
       Marathon's Palco Term Loan Claim may not be crammed down
       in this manner."

The Joint Disclosure Statement also lacks material information
necessary for creditors to make an informed determination with
respect to the BoNY Plan, Mr. Penn notes.  Among other things,
the Joint Disclosure Statement fails to disclose whether the
Timber Noteholders, if successful in their credit bid, will
comply with existing environmental obligations and restrictions,
he points out.

For these reasons, Marathon asks the Court to approve the Joint
Disclosure Statement, and permit solicitation, only with respect
to the Marathon Plan and the Scotia Pacific Company LLC Stand-
Alone Plan.

3. California Agencies

The California Resources Agency, the California Department of
Forestry and Fire Protection, the California Department of Fish
and Game, the California Wildlife Conservation Board, the
California Regional Water Quality Control Board, North Coast
Region, and the State Water Resources Control Board -- the State
Agencies -- inform the Court that the Joint Disclosure Statement
improperly uses the phrase "State of California".

Paul J. Pascuzzi, Esq., at Willoughby & Pascuzzi LLP, in
Sacramento, California, notes that the Joint Disclosure Statement
contains a discussion of the position of the California State
Agencies and the federal regulators on certain regulatory
matters.

In relation with that discussion, the Joint Disclosure Statement
should delete the "State of California" and replace it with
"California State Agencies", because the State of California is
not a unitary executive and the position statement is from the
California State Agencies only, Mr. Pascuzzi explains.

According to Mr. Pascuzzi, the Joint Disclosure Statement is also
inadequate with respect to the Plan of Reorganization proposed by
The Bank of New York Trust Company, N.A., as Indenture Trustee
for the Timber Notes, because it does not propose that its Plan
will be implemented by obtaining all non-bankruptcy law approvals
and permits for the transactions contemplated by its Plan.

At best, the BoNY Plan reflects a fundamental misunderstanding of
the transfer process for the Timberlands and MMCA lands, Mr.
Pascuzzi contends.  At worst, the Indenture Trustee's Plan
creates a problem for confirmation of its plan to the extent the
plan proposes to disregard non-bankruptcy law permits and
approvals regarding transfers of the land.

Either way, the California State Agencies and other
parties-in-interest are entitled to this information in the Joint
Disclosure Statement.

Against this backdrop, the California State Agencies ask the
Court to approve the Joint Disclosure Statement only if the
issues they noted are addressed.

4. Humboldt County

The County of Humboldt, California, notes that the Joint
Disclosure Statement failed to disclose tax payments to which
the County can consent.  

Specifically, the Joint Disclosure Statement failed to set forth
any secured real property tax liability, Martha E. Romero, Esq.,
at the Romero Law Firm, in Humboldt, California, asserts.  Since
the secured real property taxes are not mentioned at all in the
Joint Disclosure Statement, the terms of repayment cannot be
examined, she points out.

Accordingly, the County asks the Court to deny approval of the
Joint Disclosure Statement.

                      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.
48, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: BoNY Wants Voting for PALCO Plan Cancelled
----------------------------------------------------------
The Bank of New York Trust Company, N.A., as Indenture Trustee for
the Timber Notes, contends that since the Joint Plan of
Reorganization presented by The Pacific Lumber Company and its
debtor-affiliates is patently unconfirmable, it should not be
subjected to the solicitation process.

Soliciting acceptances for a plan which has absolutely no
possibility of being confirmed will only serve to complicate the
process, increase expenses and confuse creditors, Zack A.
Clement, Esq., at Fulbright & Jaworski LLP, in Houston, Texas,
asserts.

As reported in the Troubled Company Reporter on Feb. 28, 2008, the
Official Committee of Unsecured Creditors -- on behalf of the
Debtors; Bank of New York; and Marathon Structured Finance Fund
L.P, the Debtors' DIP Lender and Agent under the DIP Credit
Facility -- sought approval of uniform procedures for the
solicitation and tabulation of votes on the competing Plans of
Reorganization filed in the Debtors' cases.  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.  On behalf of the Plan
Proponents, the Committee also asked 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.

Bank of New York says the Creditors Committee represents the
interests of the unsecured creditors of both Pacific Lumber
Company's and Scotia Pacific Company LLC's unsecured creditors.  
Mr. Clement insists that the solicitation statement which the
Official Committee of Unsecured Creditors drafted should not be
included in the solicitation packages, given the Creditors
Committee's inherent conflict of interest.

"[T]he Committee owes a fiduciary duty to the constituency [it]
represents," Mr. Clement maintains.  "The Committee has
acknowledged this fiduciary obligation in its letter."

However, notwithstanding its fiduciary obligation to Scopac's
unsecured creditors, the Creditors Committee Letter has urged
unsecured creditors to (i) vote in favor of the Plan proposed by
Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and
Agent under the DIP Credit Facility, and (ii) vote against the
Indenture Trustee Plan because "the Committee strongly believes
that the MRC/Marathon Plan provides the best option available for
maximizing returns to unsecured creditors in these cases," Mr.
Clement points out.

For these reasons, BoNY asks the Court to deny the Creditors
Committee's request to include the Committee Solicitation Letter,
in its current form, in the solicitation packages.

                      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.
48, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: BofA Blocks Move to Increase SAR Withdrawals Cap
----------------------------------------------------------------
Bank of America, N.A., as agent for Scotia Pacific Company LLC's  
secured lenders, objects to the request of The Bank of New York
Trust Company, N.A., as Indenture Trustee for the Timber Notes,
to increase the monthly cap on Scheduled Amortization Reserve
Account withdrawals.

As reported in the Troubled Company Reporter on Feb. 28, BoNY
asked the U.S. Bankruptcy Court for the Southern District of Texas
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 has agreed to pay BoNY's counsel, 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.

BoNY reported that beginning September 2007, 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.  As a
result, Fulbright's September invoice exceeded the Monthly Cap and
Reserve for the first time.

BoNY said that -- 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.

On BofA's behalf, Evan M. Jones, Esq., at O'Melveny & Myers LLP,
in Los Angeles, California, contends that BoNY and the Noteholders
have apparently decided they are entitled to "self help" to
demolish the limits negotiated on their access to the SAR Account.

"This is not appropriate," Mr. Jones says.

BofA's rights to the SAR Account are senior to those of the
Noteholders, Mr. Jones maintains.  

Mr. Jones pointed out that early in Scopac's case, the Court
ruled that the law did not require the Scopac estate to pay
Noteholders' counsel absent agreement by Scopac.  Thereafter, the
"Noteholders" counsel disappeared and a new additional counsel to
the Indenture Trustee -- apparently selected by the Noteholders
-- appeared in addition to counsel who had already appeared on
behalf of the Indenture Trustee.  Subsequently, the new counsel
submitted a stipulation with Scopac, permitting a total of
$250,000 to be paid monthly to the new counsel and its financial
adviser.

The unauthorized withdrawals and subsequent "confessional motion"
seeking retroactive approval force the Court to consider whether
both sets of counsel are really acting for the Indenture Trustee,
Mr. Jones says.

Are the activities they engage in -- including full fledged
litigation over competing plans -- really those "reasonable" for
an Indenture Trustee, or are they really acts reasonable for de
facto Noteholders' counsel, Mr. Jones asks.  Even if they are,
there is no basis for altering the compromise deal reached by
BoNY, Scopac and BofA, he argues.

"[I]t is outrageous for [BoNY] to unilaterally increase the
burden on BofA," Mr. Jones says.

                      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.
48, http://bankrupt.com/newsstand/or 215/945-7000).  


PACKAGING CORP: Moody's Upgrades Senior Debt Ratings From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded Packaging Corporation of
America's senior unsecured debt ratings to Baa3 from Ba1
reflecting the company's strong and sustained operating and
financial performance and expectations that the trend will
continue in the foreseeable future.  In a related rating action,
Moody's withdrew the company's Ba1 corporate family rating.  The
rating outlook is stable.

The upgrade recognizes PCA's strong track record of profitability,
the company's solid debt protection metrics and the expectation of
continued strong financial performance over the next 18 to 24
months.  The company has consistently generated strong cash flow
as a result of its higher margin premium product focus and its
integrated low cost operations.  The rating action also reflects
the continued reduction in the shareholdings (to less than 1%) by
Madison Dearborn Partners, a factor which had constrained the
ratings.

The company's integrated operations make PCA consistently one of
North America's lowest cost containerboard producers.  The company
has relatively low exposure to high cost recycled fiber, as most
of PCA's mills have the capability to shift a portion of their
fiber requirements between softwood, hardwood and recycled
sources.  In addition, over 80% of the company's containerboard is
converted in the company's own box plants.  Continuing credit
challenges for PCA include its lack of scale and diversity, its
position as a pure play containerboard company with a modest 6%
market share, senior management succession concerns and the
uncertain economic environment.  The Baa3 rating anticipates that
the company will maintain conservative financial policies and will
not pressure its balance sheet or liquidity position with
excessive dividend payouts, share buy backs or acquisitions.

The stable rating outlook reflects Moody's belief that PCA will
continue to maintain strong debt protection metrics, industry
leading margins and a strong liquidity position.

Upgrades:

Issuer: Packaging Corporation of America

  -- Senior Unsecured Bank Credit Facility, Upgraded to Baa3 from
     Ba1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
     from Ba1

Outlook Actions:

Issuer: Packaging Corporation of America

  -- Outlook, Changed To Stable From Positive

Withdrawals:

Issuer: Packaging Corporation of America

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba1

  -- Corporate Family Rating, Withdrawn, previously rated Ba1

  -- Senior Unsecured Bank Credit Facility, Withdrawn, previously
     rated 55 - LGD4

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated 55 - LGD4

Moody's last rating action on PCA was on July 12, 2007 when the
rating outlook was revised to positive from stable.

Headquartered in Lake Forest, Illinois, PCA is the sixth largest
producer of containerboard and corrugated products in the United
States.  With 2007 net sales of $2.3 billion, PCA produced
approximately 2.4 million tons of containerboard, of which about
80% of the tons produced was consumed in PCA's corrugated products
manufacturing plants, 12% was sold to domestic customers and 8%
was sold to the export market.


PAINE WEBBER: Moody's Confirms Junk Ratings on Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of seven classes of Paine Webber Mortgage
Acceptance Corporation V, Commercial Mortgage Pass-Through
Certificates, Series 1999-C1:

  -- Class A-2, $274,536,498, affirmed at Aaa

  -- Class X, Notional, affirmed at Aaa

  -- Class B, $35,238,000, affirmed at Aaa

  -- Class C, $37,000,000, affirmed at Aaa

  -- Class D, $33,476,000, affirmed at Aaa

  -- Class E, $8,809,000, upgraded to Aa1 from Aa2

  -- Class F, $35,238,000, upgraded to Ba1 from Ba2

  -- Class G, $24,666,000, affirmed at Caa2

  -- Class H, $7,400,000, affirmed at Ca

As of the Feb. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 34.9%
to $458.5 million from $704.8 million at securitization.  The
Certificates are collateralized by 133 loans ranging in size from
less than 1.0% to 6.4% of the pool, with the top 10 loans
representing 24.4% of the pool.

The pool includes a conduit component, which represents 55.8% of
the pool, and a credit tenant lease component, which represents
7.7% of the pool.  Forty-six loans, representing 36.5% of the
pool, have defeased and have been replaced with U.S. Government
securities.  Ten loans have been liquidated from the pool,
resulting in aggregate realized losses of approximately
$9.7 million.  Two loans, representing 1.7% of the pool, are in
special servicing.  Moody's is not estimating losses from these
loans at the present time.  Twenty-six loans, representing 11.3%
of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 and partial year 2007
operating results for 94.0% and 95.0% of the performing conduit
loans.  Moody's weighted average loan to value ratio is 75.7%
compared to 76.5% at last full review in August 2007 and compared
to 87.5% at securitization.  Moody's is upgrading Classes E and F
due to increased subordination levels and defeasance.

The top three conduit loans represent 12.4% of the outstanding
pool balance.  The largest loan is the Hunt Valley Executive Plaza
Loan ($29.2 million - 6.4%), which is secured by a 517,000 square
foot Class B office complex located approximately 20 miles north
of Baltimore, Maryland.  The property was built in phases between
1969 and 1973 and consists of four buildings interconnected by a
lower level concourse area.  The loan matures in October 2008 and
has amortized 11.8% since securitization.  Moody's LTV is 79.7%,
compared to 80.1% at last review and 84.6% at securitization.

The second largest loan is the Galleria Loan ($16.3 million -
3.6%), which is secured by a 205,000 square foot office/retail
complex located approximately 13 miles northwest of Baltimore,
Maryland.  The loan matures in October 2008 and has amortized
11.6% since securitization.  Moody's LTV is 81.2%, essentially the
same as at last review and compared to 95.9% at securitization.

The third largest loan is the Timonium Corporate Center
($11.0 million - 2.4%), which is secured by a 140,200 square foot
office building located in Timonium, Maryland.  The loan matures
in October 2008 and has amortized 11.6% since securitization.   
Moody's LTV is 60.9% compared to 59.9% at last review and 100.9%
at securitization.

The CTL component includes six loans secured by properties under
bondable leases.  The largest exposures are Beckman Coulter, Inc.
(34.1% of the CTL component; Moody's senior unsecured rating Baa3
- stable outlook) and Delta Education Torstar (19.9% of the CTL
component).


PINNACLE WEST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pinnacle West, Ltd.
        11825 North 55th Place
        Scottsdale, AZ 85254

Bankruptcy Case No.: 08-01939

Chapter 11 Petition Date: February 28, 2008

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Allan D. Newdelman, esq.
                     (anewdelman@qwest.net)
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


PLAINS EXPLORATION: Earnings Down to $80MM in Qtr. Ended Dec. 31
----------------------------------------------------------------
Plains Exploration & Production Company reported financial and
operating results for the fourth quarter and full year ended
Dec. 31, 2007.

PXP reported fourth quarter 2007 net income of $80 million
compared to fourth quarter 2006 net income of $383.6 million.  Net
income for the 2006 period includes a $637.5 million pre-tax gain
on the sale of oil and gas properties and a $45.1 million pre-tax
charge for extinguishment of debt.

Operating cash flow, a non-GAAP measure, during the fourth quarter
2007 increased 88% to $273.7 million from $145.8 million in the
third quarter 2007 due to higher sales volumes and stronger
commodity prices.  Operating cash flow for the fourth quarter 2007
more than doubled from the fourth quarter 2006 reflecting the
impact of both the Piceance Basin property and Pogo acquisitions.
An explanation and reconciliation of all non-GAAP financial
measures is included at the end of this release.

For the year PXP reported net income of $158.8 million compared to
net income of $597.5 million for the full year 2006.  Net income
in 2006 includes a $982.9 million pre-tax gain on the sale of oil
and gas properties and a $297.5 million pre-tax derivative mark-
to-market loss.

PXP's year-end 2007 proved reserves totaled 689.9 million BOE
compared to 351.7 million BOE at year-end 2006. Proved reserve
additions from all sources totaled 361.2 million BOE compared to
production of 23 million BOE, for a replacement rate of 1,570%.

The company's total costs incurred for 2007 were approximately
$6.5 billion, including an approximate $1.2 billion deferred tax
gross up related to the Pogo acquisition, resulting in all-in
finding and development costs of $18.07 per BOE.  Excluding the
impact of the deferred tax gross up associated with the Pogo
acquisition all-in finding and development costs are $14.69 per
BOE.

In December 2007, PXP disclosed two asset divestment transactions.
The XTO transaction closed on Feb. 15, 2008 and the OXY
transaction is expected to close Feb. 29, 2008.  Post divestment,
PXP's proved reserves will be approximately 577 million BOE of
which 69% is oil and 31% is natural gas.  

At Dec. 31, 2007, the company's balance sheet showed total assets
of $9.69 billion, total liabilities of $6.35 billion and total
stockholders' equity of $3.34 billion.

               About Plains Exploration & Production

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, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on Plains Exploration & Production Co., and removed from
CreditWatch.


PROPEX INC: Section 341 Meeting of Creditor Scheduled for March 11
------------------------------------------------------------------
Richard F. Clippard, the U.S. Trustee for Region 8, will convene
a meeting of creditors of Propex, Inc., and its debtor- affiliates
on Tuesday, March 11, 2008, at 10:00 a.m. prevailing Eastern Time,
at the U.S. Bankruptcy Court, Basement Room 18, 31 East 11th
Street, Chattanooga, Tennessee.

The meeting may be continued until April 8, 2008 and is expected
to conclude after the filing of the Debtors' Schedules and
Statements of Financial Affairs.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

The Section 341 meeting in the Debtors' cases was originally set
for March 4.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

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


PROPEX INC: Wants Court Nod on Sale Procedures of Dalton Property
-----------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Tennessee to:

   (a) after an initial and interim hearing, approve the proposed
       auction and sale process for a proposed Dalton Property
       sale;

   (b) authorize them to modify and assume an Auction Listing
       Contract with Potts Brothers;

   (c) after a final hearing, authorize the sale of the Dalton
       Property to the highest bidder;

   (d) allow them to pay a real estate commission to Potts
       Brothers in the event the Dalton Property is successfully
       consummated; and

   (e) rule that a sale arising from the proposed sale process be
       deemed to be exempt from any sales or transfer taxes.

The Debtors own a certain real property located at 821-835
Shugart Road, in Dalton, Whitfield County, Georgia.  The Dalton
Property is comprised of approximately 12.5 acres of real
property, where three industrial buildings that were formerly
used by the Debtors as a warehousing and distribution center are
located.

In early 2007, the Debtors determined that the Dalton Property is
not necessary or beneficial to their business and operations.  
Thereafter, they ceased operations at the Dalton Property, and
since then, the property has been largely unused and vacant.  The
Debtors though currently store a small amount of inventory at the
Dalton Premises.

Mark W. Wege, Esq., at King & Spalding, LLP, in Houston, Texas,
asserts that a sale of the Dalton Property would permit the
Debtors to monetize the asset for distribution to creditors and
would facilitate a successful reorganization.  The Debtors
believe that a sale of the Dalton Property would yield
significant benefits for their creditors and estates.

                      Potts Brothers Contract

In connection with their efforts to sell the Dalton Property to
the highest bidder, the Debtors entered into an auction listing
contract with Potts Brothers Land and Auction, LLC, on Sept. 28,
2007.  Potts Brothers agreed to "provide necessary auction
personnel, labor, sales information, plats, property packages,
photos and signs" related to the auction of the Dalton Property.  
In compensation for its efforts, the parties agreed that Potts
Brothers would receive an 8% "buyer's premium" from the proceeds
of the auction sale.  In the event of a "No Sale," the Debtors
would reimburse Potts Brothers for advertising costs and any costs
related to surveying the Dalton Property.

Potts Brothers then advertised and marketed the Dalton Property
for a Jan. 31, 2008 auction pursuant to an advertising and
marketing plan it agreed upon with the Debtors.  As a result of
those marketing efforts, 11 potential buyers expressed interest
in the Dalton Property, with eight of those potential buyers
conducting some preliminary due diligence with respect to the
Property.

However, prior to the scheduled Auction, the Debtors filed for
bankruptcy protection and instructed Potts Brothers to cancel the
January 31 Auction and to temporarily cease its advertising and
marketing efforts pending further instructions from the Court.

Mr. Wege states that the Auction Listing Contract currently sets
March 1, 2008 as the "outside date" for closing the sale of the
Dalton Property to the successful bidder at auction.

Because the Debtors' proposed sale process contemplates a Closing
Date after March 1, 2008, the Debtors and Potts Brothers desire
for the outside date to be amended to June 30, 2008.  This
amendment should ensure that the sale of the Dalton Property will
be closed before the outside date under the Auction Listing
Contract.

                      Proposed Sale Process

To fully maximize the value to be realized from the proposed
sale, the Debtors developed a process for auctioning the Dalton
Property.

The Debtors seek to sell and transfer the Dalton Property to a
prevailing bidder, on an "as is" and "where is" basis.

Potts Brothers will implement a marketing process for the sale of
the Dalton Property until the Auction date.

Potts Brothers will conduct an auction with respect to the sale
of the Dalton Property on May 16, 2008, at 10:00 a.m.  The Dalton
Property has been divided into three tracts pursuant to a survey
conducted by Allied Surveying Inc. in October 2007 at the behest
of Potts Brothers and the Debtors.

   * At the Auction, the Potts Brothers will first offer for
     bidding each of the three separate tracts on an individual
     basis.  

   * After Potts Brothers determines the highest or best bid for
     each of the three individual tracts, it will offer for
     bidding the three tracts together.

   * After the bidding is complete for the three tracts together,
     Potts Brothers will determine, subject to Bankruptcy Court
     approval, the bid or combination of bids for the Dalton
     Property that represent the highest or best offer for the
     Dalton Property and the determination will be announced by
     Potts Brothers at the Auction, together with the final bid
     amount inclusive of the 8% "buyer's premium" covering Potts
     Brothers' commission.

   * On the day of the Auction, each party submitting a
     Prevailing Bid will pay by cashiers' or certified check a
     deposit equal to 10% of the amount of its Prevailing Bid.

   * All bidding for the Dalton Property will be concluded at the
     Auction and there will be no further bidding at the Sale
     Hearing.

The Debtors propose that the Auction will be conducted as a
"reserve auction."  In the event that no bid or combination of
bids are received at the Auction that are satisfactory to the
Debtors in their sole and absolute discretion, Potts Brothers
will announce that there is no successful bidder for the Dalton
Property and no Prevailing Bid will be presented to the Court.

If the Debtors select a Prevailing Bid or Bids at the Auction,
within one day of completion of the Auction, the Debtors will (a)
file a notice with the Court setting forth the identity of each
Prevailing Bidder and the amount of each Prevailing Bid, and (b)
serve the Bid Notice on the parties on the master service list in
the case.

Prior to a sale hearing, the Debtors will provide the Official
Committee of Unsecured Creditors with information made available
to it at the Auction regarding the Prevailing Bidders, and will
confer and consult with the Creditors Committee regarding the
Prevailing Bids after the Debtors' acceptances.

The Debtors further ask the Court to set a hearing on May 21,
2008, at 9:00 a.m. local time in Chattanooga, Tennessee, to
consider approval of the Dalton Property sale.  The Debtors intend
to present the Prevailing Bid or Bids for approval at the Sale
Hearing.

The Debtors will be deemed to have accepted a bid only when that
bid has been approved by the Court at the Sale Hearing.  Upon the
failure to consummate a sale of the Dalton Property after the
Sale Hearing because of the occurrence of a breach or default
under the terms of the Prevailing Bid:

   (1) the next highest or otherwise best bid, as disclosed at
       the Sale Hearing, will be deemed the Prevailing Bid
       without further Court order, and the parties will be
       authorized and directed to consummate the transaction
       contemplated by the backup Prevailing Bid; and

   (2) the Debtors will be entitled to retain the defaulting
       bidder's deposit as liquidated damages.

At all times during the Proposed Sale Process, the Debtors seek
to retain full discretion and right to determine, in their sole
discretion, which bid or bids constitute the highest or otherwise
best offer for the purchase of the Dalton Property, and which bid
or bids should be selected as Prevailing Bid or Bids, if any, all
subject to final approval by the Court.

The Debtors reserve their rights to, at any time before the entry
of a Court order approving a Prevailing Bid, reject any bid that
they determine is (i) inadequate or insufficient, (ii) contrary
to the requirements of the Bankruptcy Code or the Proposed Sale
Process, or (iii) contrary to the best interests of their estates
and creditors.  

The Debtors propose that all closings related to the sale of the
Dalton Property will take place no later than 30 days after the
Court approves the sale.

                     About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.  (Propex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Wants Court Nod on Sale Procedures of Dalton Property
-----------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Tennessee to:

   (a) after an initial and interim hearing, approve the proposed
       auction and sale process for a proposed Dalton Property
       sale;

   (b) authorize them to modify and assume an Auction Listing
       Contract with Potts Brothers;

   (c) after a final hearing, authorize the sale of the Dalton
       Property to the highest bidder;

   (d) allow them to pay a real estate commission to Potts
       Brothers in the event the Dalton Property is successfully
       consummated; and

   (e) rule that a sale arising from the proposed sale process be
       deemed to be exempt from any sales or transfer taxes.

The Debtors own a certain real property located at 821-835
Shugart Road, in Dalton, Whitfield County, Georgia.  The Dalton
Property is comprised of approximately 12.5 acres of real
property, where three industrial buildings that were formerly
used by the Debtors as a warehousing and distribution center are
located.

In early 2007, the Debtors determined that the Dalton Property is
not necessary or beneficial to their business and operations.  
Thereafter, they ceased operations at the Dalton Property, and
since then, the property has been largely unused and vacant.  The
Debtors though currently store a small amount of inventory at the
Dalton Premises.

Mark W. Wege, Esq., at King & Spalding, LLP, in Houston, Texas,
asserts that a sale of the Dalton Property would permit the
Debtors to monetize the asset for distribution to creditors and
would facilitate a successful reorganization.  The Debtors
believe that a sale of the Dalton Property would yield
significant benefits for their creditors and estates.

                      Potts Brothers Contract

In connection with their efforts to sell the Dalton Property to
the highest bidder, the Debtors entered into an auction listing
contract with Potts Brothers Land and Auction, LLC, on Sept. 28,
2007.  Potts Brothers agreed to "provide necessary auction
personnel, labor, sales information, plats, property packages,
photos and signs" related to the auction of the Dalton Property.  
In compensation for its efforts, the parties agreed that Potts
Brothers would receive an 8% "buyer's premium" from the proceeds
of the auction sale.  In the event of a "No Sale," the Debtors
would reimburse Potts Brothers for advertising costs and any costs
related to surveying the Dalton Property.

Potts Brothers then advertised and marketed the Dalton Property
for a Jan. 31, 2008 auction pursuant to an advertising and
marketing plan it agreed upon with the Debtors.  As a result of
those marketing efforts, 11 potential buyers expressed interest
in the Dalton Property, with eight of those potential buyers
conducting some preliminary due diligence with respect to the
Property.

However, prior to the scheduled Auction, the Debtors filed for
bankruptcy protection and instructed Potts Brothers to cancel the
January 31 Auction and to temporarily cease its advertising and
marketing efforts pending further instructions from the Court.

Mr. Wege states that the Auction Listing Contract currently sets
March 1, 2008 as the "outside date" for closing the sale of the
Dalton Property to the successful bidder at auction.

Because the Debtors' proposed sale process contemplates a Closing
Date after March 1, 2008, the Debtors and Potts Brothers desire
for the outside date to be amended to June 30, 2008.  This
amendment should ensure that the sale of the Dalton Property will
be closed before the outside date under the Auction Listing
Contract.

                      Proposed Sale Process

To fully maximize the value to be realized from the proposed
sale, the Debtors developed a process for auctioning the Dalton
Property.

The Debtors seek to sell and transfer the Dalton Property to a
prevailing bidder, on an "as is" and "where is" basis.

Potts Brothers will implement a marketing process for the sale of
the Dalton Property until the Auction date.

Potts Brothers will conduct an auction with respect to the sale
of the Dalton Property on May 16, 2008, at 10:00 a.m.  The Dalton
Property has been divided into three tracts pursuant to a survey
conducted by Allied Surveying Inc. in October 2007 at the behest
of Potts Brothers and the Debtors.

   * At the Auction, the Potts Brothers will first offer for
     bidding each of the three separate tracts on an individual
     basis.  

   * After Potts Brothers determines the highest or best bid for
     each of the three individual tracts, it will offer for
     bidding the three tracts together.

   * After the bidding is complete for the three tracts together,
     Potts Brothers will determine, subject to Bankruptcy Court
     approval, the bid or combination of bids for the Dalton
     Property that represent the highest or best offer for the
     Dalton Property and the determination will be announced by
     Potts Brothers at the Auction, together with the final bid
     amount inclusive of the 8% "buyer's premium" covering Potts
     Brothers' commission.

   * On the day of the Auction, each party submitting a
     Prevailing Bid will pay by cashiers' or certified check a
     deposit equal to 10% of the amount of its Prevailing Bid.

   * All bidding for the Dalton Property will be concluded at the
     Auction and there will be no further bidding at the Sale
     Hearing.

The Debtors propose that the Auction will be conducted as a
"reserve auction."  In the event that no bid or combination of
bids are received at the Auction that are satisfactory to the
Debtors in their sole and absolute discretion, Potts Brothers
will announce that there is no successful bidder for the Dalton
Property and no Prevailing Bid will be presented to the Court.

If the Debtors select a Prevailing Bid or Bids at the Auction,
within one day of completion of the Auction, the Debtors will (a)
file a notice with the Court setting forth the identity of each
Prevailing Bidder and the amount of each Prevailing Bid, and (b)
serve the Bid Notice on the parties on the master service list in
the case.

Prior to a sale hearing, the Debtors will provide the Official
Committee of Unsecured Creditors with information made available
to it at the Auction regarding the Prevailing Bidders, and will
confer and consult with the Creditors Committee regarding the
Prevailing Bids after the Debtors' acceptances.

The Debtors further ask the Court to set a hearing on May 21,
2008, at 9:00 a.m. local time in Chattanooga, Tennessee, to
consider approval of the Dalton Property sale.  The Debtors intend
to present the Prevailing Bid or Bids for approval at the Sale
Hearing.

The Debtors will be deemed to have accepted a bid only when that
bid has been approved by the Court at the Sale Hearing.  Upon the
failure to consummate a sale of the Dalton Property after the
Sale Hearing because of the occurrence of a breach or default
under the terms of the Prevailing Bid:

   (1) the next highest or otherwise best bid, as disclosed at
       the Sale Hearing, will be deemed the Prevailing Bid
       without further Court order, and the parties will be
       authorized and directed to consummate the transaction
       contemplated by the backup Prevailing Bid; and

   (2) the Debtors will be entitled to retain the defaulting
       bidder's deposit as liquidated damages.

At all times during the Proposed Sale Process, the Debtors seek
to retain full discretion and right to determine, in their sole
discretion, which bid or bids constitute the highest or otherwise
best offer for the purchase of the Dalton Property, and which bid
or bids should be selected as Prevailing Bid or Bids, if any, all
subject to final approval by the Court.

The Debtors reserve their rights to, at any time before the entry
of a Court order approving a Prevailing Bid, reject any bid that
they determine is (i) inadequate or insufficient, (ii) contrary
to the requirements of the Bankruptcy Code or the Proposed Sale
Process, or (iii) contrary to the best interests of their estates
and creditors.  

The Debtors propose that all closings related to the sale of the
Dalton Property will take place no later than 30 days after the
Court approves the sale.

                     About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.  (Propex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


PROVIDENTIAL HOLDINGS: Inks Business Deal with Russia's CCIC
------------------------------------------------------------
On Feb. 18, 2007, Providential Energy Corp., a subsidiary of
Providential Holdings Inc. entered into a Principle Business
Cooperation Agreement with Center of Credit & Investment
Cooperation Ltd., a Russian Federation corporation, which is a
conglomerate engaged in various business activities including, but
not limited to, infrastructure, construction, energy, mining,
information technology, and real estate development.  

Pursuant to the terms of the Agreement, Providential and CCIC have
agreed to cooperate in funding, building, owning, trading and
operating certain businesses in Russia, United States and other
regions of the world and share in the benefits of these business
operations.   

A full-text copy of the Principle Business Cooperation Agreement
between Providential Holdings Inc. and Center of Credit &
Investment Cooperation LTD is available for free at:

               http://researcharchives.com/t/s?28a2

                   About Providential Holdings

Based in Huntington Beach, California, Providential Holdings Inc.
(OTC BB: PRVH) -- http://www.phiglobal.com/-- specializes in    
mergers and acquisitions and independent energy business.  The
company acquires and consolidates special opportunities in
selective industries to create additional value, acts as an
incubator for emerging companies and technologies, and provides
financial consultancy and M&A advisory services to U.S. and
foreign companies.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Kabani & Company Inc. expressed substantial doubt about
Providential Holdings Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
pointed to the company's accumulated deficit and negative cash
flows from operations.


QUIGLEY CO: Judge Allows All Asbestos Claimants to Vote on Plan
---------------------------------------------------------------
The Hon. Stuart M. Berstein of the U.S. Bankruptcy Court for the
Southern District of New York allowed all Quigley Co. asbestos
personal injury claimants to vote on the Debtor's Chapter 11 plan,
Bill Rochelle of Bloomberg News reports.

According to papers filed with the Court, the Ad Hoc Committee of
Tort Victims, the Continental Casualty Company and the Continental
Insurance Company opposed the proposed plan voting, insisting that
a law in some states precludes asbestos claimants who suffer from
non-malignant impairments and cannot produce medical evidence from
prosecuting their causes of action in state court.  Thus, the
holders of those claims shouldn't be allowed to vote on the Plan.

Judge Bernstein rejected the objection, decreeing that in many
mass tort cases, and particularly in asbestos cases, the asbestos
personal injury creditors are not required to file claims.  

Judge Berstein said the asbestos claimants are authorized to vote
without filing claims, and their ballots serve officially or
unofficially as their proofs of claim.

"This procedure does not give parties in interest the chance to
object to the proof of claim before the vote is cast," Judge
Berstein stated.  They can only challenge the vote after it is
cast."

Mr. Rochelle relates that Judge Berstein contested that laws in
some states don't nullify a claim, however, they prevent the
holder from pressing a claim until particular symptoms appear.

The Court also promised to approve a disclosure statement
explaining the Debtor's Chapter 11 plan, giving an asbestos trust
the responsibility for paying asbestos claims, according to Mr.
Rochelle.

A full-text copy of Judge Berstein's 17-page opinion is available
for free at http://bankrupt.com/misc/QuigleyWrittenOpinion.pdf

                       About Quigley Co.

Quigley Company Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 of the United States
Bankruptcy Code on Sept. 3, 2004 (Case No. 04-15739-SMB) in order
to implement a proposed global resolution of all pending and
future asbestos-related personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

                   Reorganization Plan Update

In August 2006, the Bankruptcy Court rejected the Debtor's Third
Amended Plan of Reorganization after the Debtor failed to obtain
acceptance of its Third Amended Plan of Reorganization from 75% of
the holders of asbestos-related personal injury claims who voted
to accept or reject the Plan.  That 75% acceptance rate is
required to confirm a chapter 11 plan centered around a trust
formed under Sec. 524(g) of the Bankruptcy Code to future
resolution of asbestos-related claims.

The Debtor subsequently sought the Court's reconsideration on its
Aug. 9, 2006 order, arguing that the claims voted by holders of
asbestos personal injury claims who had entered into prepetition
settlements with Pfizer should be reduced by 90% for voting
purposes.

The Debtor further argued that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.

As reported in the Troubled Company Reporter on May 11, 2007, the
company's Ad-hoc Committee of Tort Victims asked the Court to
appoint a Chapter 11 trustee in the Debtor's bankruptcy
proceeding.


REAL ESTATE ASSET: Moody's Keeps Low-B Ratings on 6 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of all classes of
Real Estate Asset Liquidity Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-1:

  -- Class A-1, $195,225,687, affirmed at Aaa
  -- Class A-2, $142,361,000 affirmed at Aaa
  -- Class XP-1, Notional, affirmed at Aaa
  -- Class XP-2, Notional, affirmed at Aaa
  -- Class XC-1, Notional, affirmed at Aaa
  -- Class XC-2, Notional, affirmed at Aaa
  -- Class B, $6,676,000, affirmed at Aa2
  -- Class C, $8,915,000, affirmed at A2
  -- Class D-1, $1,000, affirmed at Baa2
  -- Class D-2, $8,419,000, affirmed at Baa2
  -- Class E-1, $1,000, affirmed at Baa3
  -- Class E-2, $2,931,000, affirmed at Baa3
  -- Class F, $2,773,000, affirmed at Ba1
  -- Class G, $2,179,000, affirmed at Ba2
  -- Class H, $1,030,000, affirmed at Ba3
  -- Class J, $990,000, affirmed at B1
  -- Class K, $990,000, affirmed at B2
  -- Class L, $496,000, affirmed at B3

As of the Feb. 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.0%
to $376.5 million from $396.2 million at securitization.  The
Certificates are collateralized by 80 loans, ranging in size from
less than 1.0% to 14.5% of the pool, with the top 10 loans
representing 59.1% of the pool.  The pool includes four shadow
rated loan groups, representing 29.2% of the pool.  No loans have
defeased.  The pool has not realized any losses since
securitization and currently there are no loans in special
servicing.  Seven loans, representing 5.1% of the pool, are on the
master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
64.5% of the pool.  Moody's loan to value ratio for the conduit
component is 79.1%, compared to 81.8% at securitization.

The largest shadow rated loan concentration is the Crombie
Portfolio Loan ($54.7 million - 14.5%), which is secured by eight
cross collateralized cross defaulted retail/mixed use centers
located in New Brunswick, Nova Scotia and Newfoundland.  As of May
2007, occupancy was 84.7% compared to 92.4% at securitization.  
The loan is recourse to the borrower.  The loan amortizes on a 25-
year schedule and has paid down 3.6% since securitization.  
Moody's current shadow rating is Baa2, the same as at
securitization.

The second largest shadow rated loan concentration is the Lawson
Heights Loan ($28.3 million - 7.5%), which is secured by a 307,089
square foot enclosed mall located in Saskatoon, Saskatchewan.  The
loan amortizes on a 20-year schedule and has paid down 5.5% since
securitization.  Moody's current shadow rating is Baa2, the same
as at securitization.

The third largest shadow rated loan concentration is the InnVest
Portfolio Loan ($16.0 million - 4.3%), which is secured by two
cross collateralized cross defaulted hotels, located in London and
Scarborough, Ontario.  The loan amortizes on a 25-year schedule
and has paid down 3.9% since securitization.  The loan is recourse
to the borrower.  Moody's current shadow rating is Baa2, the same
as at securitization.

The fourth largest shadow rated loan concentration is the Royal
Centre Loan ($10.7 million - 2.9%), which is secured by a 163,844
square foot office building located in Vaughan, Ontario.  The loan
amortizes on a 20-year schedule and has paid down 5.8% since
securitization.  Moody's current shadow rating is Aaa, the same as
at securitization.

The top three conduit loans represent 20.5% of the pool.  The
largest conduit loan is the Landing Loan ($31.0 million - 8.2%),
which is secured by a seven-story, 182,495 square foot, office
building located in the Gastown district of Vancouver, British
Columbia.  The loan amortizes on a 25-year schedule and has paid
down 3.8% since securitization.  The loan is recourse to the
borrower.  Moody's LTV is 89.2%, compared to 88.5% at
securitization.

The second largest conduit loan is the Dominion Square Loan
($29.1 million - 7.7%), which is secured by a 374,400 square foot,
12-story mixed use (office/retail) building located in Montreal,
Quebec.  As of February 2007, occupancy was 100.0% compared to
77.0% at securitization.  Moody's LTV is 81.3%, compared to 86.5%
at securitization.

The third largest conduit loan is the Sandman Portfolio Loan
($17.0 million - 4.5%), which is secured by four cross
collateralized cross defaulted full-service Sandman hotels located
in British Columbia and Alberta.  The portfolio's RevPAR increased
approximately 14% between 2005 and 2006.  The loan amortizes on a
20-year schedule and has paid down 5.5% since securitization.  The
loan is recourse to the borrower.  Moody's LTV is 63.0%, compared
to 72.4% at securitization.


RH DONNELLEY: Fitch Not Concerned on "Operating Softness"
---------------------------------------------------------
R.H. Donnelley Corp. has lowered its guidance for 2008.  The
company also announced it will not initiate a dividend to apply
all cash flow towards debt repayment.  The operating softness is
not a significant concern for Fitch Ratings, which had been
anticipating that secular shifts and cyclical pressures could
weigh on revenue growth going forward.  In Fitch's view, there are
very few potential catalysts to offset revenue pressure.

RHD's ratings continue to reflect the company's cash flow
generating capacity.  Stability is supported by a high recurring
revenue (over 85%), the contractual nature of the company's
revenues, and solid geographic and client diversity.  Low ongoing
capital expenditures, favorable tax benefits and limited drains on
working capital contribute to the strong conversion of EBITDA to
free cash flow.  Also, the yellow pages industry has been and is
expected to be less sensitive to advertising revenue cyclicality
than other traditional advertising based media.  Absent shifts in
financial policies, Fitch believes RHD's core operations could
endure a cyclical downturn in the near term even when layering in
some secular shifts.

However, Fitch has been more cautious on the company's financial
policies as RHD has made a digital acquisition, repurchased shares
and announced a dividend within two years of completing the Dex
Media acquisition.  Given significant weakness in the company's
stock price, Fitch believes management will continue to balance
debt repayment with some returns of capital to shareholders or
acquisitions over the next several years.  However, Fitch views
the pull-back of the dividend as positive sign in this regard.  
Even with the strong free cashflow dynamics Fitch does not expect
leverage to reach and be maintained within management's stated
target of 5.5 times -6.0x in the intermediate term.  

Although it recently demonstrated access to capital in the third
and fourth quarters of 2007, at over $10 billion, Fitch is
cognizant that the company's debt burden and the state of the
credit markets could heighten refinancing risk in the coming
years.  Fitch will continue to monitor the company's access to
capital and plans as it relates to debt maturities and credit
facility expirations.  There has been and remains moderate
capacity for some sustained top line revenue softness and modest
additional shareholder friendly actions incorporated into the
Issuer Default Rating.  The Rating Outlook remains Stable.

Fitch currently rates RHD and its subsidiaries as:

R.H. Donnelley Corp. (RHD Holding Company)
  -- Issuer Default Rating 'B+';
  -- Senior unsecured 'B/RR5'.

R.H. Donnelley Inc. (Operating Company; subsidiary of RHD)
  -- Issuer Default Rating 'B+';
  -- Bank facility 'BB+/RR1';

Dex Media, Inc. (Dex Holding Company; subsidiary of RHD)
  -- Issuer Default Rating 'B+';
  -- Senior unsecured 'B/RR5'.

Dex Media East, Inc. (Operating Company; subsidiary of Dex)
  -- Issuer Default Rating 'B+';
  -- Bank facility 'BB+/RR1'.

Dex Media West, Inc. (Operating Company; subsidiary of Dex)
  -- Issuer Default Rating 'B+';
  -- Bank facility 'BB+/RR1';
  -- Senior unsecured 'BB+/RR1';
  -- Senior subordinated 'B/RR5'.


RORY SCOTT: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rory Scott McFarland
        1630 30th Street, Suite 253
        Boulder, CO 80301

Bankruptcy Case No.: 08-12246

Chapter 11 Petition Date: February 27, 2008

Court: District of Colorado (Denver)

Debtor's Counsel: Cynthia T. Kennedy, Esq.
                  Kennedy & Kennedy
                  308 East Simpson Street, Suite 102
                  Lafayette, CO 80026
                  Tel: (303) 604-1600
                  ctk@amnix.com

Total Assets: $7,467,249

Total Debts:  $3,855,763

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rice, Charles                    Loan                  $372,931
4825 Camelia Lane
Shreveport, LA 71106

Holland, David (Scotty)          Bank Loan             $300,000
One River Way, Suite 1700
Huston, TX 77056

Scheur, Berry                    Loan                  $175,000
64 Green Park
Newton, MA 02458

Pilia, Patricia A., PhD          Loan                   $40,000

Ting, Pat (Dr.)                  Bank Loan              $40,000

Hogan & Harston                  Legal Bills            $30,000

Clawson, Walter, Esq.                                   $20,000

Beezer, Donna                    Bank Loan              $18,000

Moore, Judy                                             $16,000

Steffens                         Loan                   $10,000

Marsh Fischmann & Breyfogle LLP  Legal Bills            $10,000

Sorenson, Brent, PhD             Loan                    $6,000


SAINT VINCENT: Inks Pact with Highland to Extend Lien Period
------------------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York and its
debtor-affiliates previously asked the U.S. Bankruptcy Court for
the Southern District of New York to declare that Highland
Associates PC's mechanic liens are void and subsequently deem that
certain properties subject to the Liens are vested in the Debtors,
free and clear of claims and the Mechanics Liens.

According to the Debtors, the void Mechanic Liens will allow them
to obtain the release of the required escrowed funds composed of
$100,461 with First American Title Insurance Company of New York,
and $218,058 with Fidelity National Title Insurance Company.

Pursuant to Section 546(b) of the Bankruptcy Code and the Lien
Law of New York, Highland wanted to extend the term of the Lien
for an additional year.

To resolve their dispute, the Debtors and Highland entered into a
Court-approved stipulation, which provides that the automatic  
stay is modified solely to allow the Lien's term to be extended
for an additional year.

The Debtors and Highland further agree that the Stipulation does
not constitute a finding with respect to the amount, validity or
perfection of Highland's Mechanic Liens or related claims.  The  
parties also reserve their rights with respect to the allowance
or disallowance of any claims related to the Lien or its
avoidance.

            Highland's Claims 2517 and 2520 Expunged

In March 2006, Highland filed two claims and asserted that the
Claims are secured by mechanic liens:

   * Claim No. 2517 was asserted for $80,369, as secured by
     Mechanics Lien Index No. 2037 against the Debtors' hospital
     located at Block 607, Tax Lot 1, more commonly known as 170
     West 12th Street in New York; and

   * Claim No. 2520 was asserted for $145,372, as secured by
     Mechanics Lien Index No. 196 against the Debtors' property
     at Block 607, Tax Lot 1, more commonly known as 153 West
     11th Street in New York.

The Court disallowed and expunged Claim No. 2517 because it had
been previously satisfied.  The Court also expunged Claim No. 2520
because it was not reflected in the Debtors' books and records.

Subsequently, the Debtors entered into financing transactions to
make the Plan effective by its own terms.  The Debtors were
required to escrow (i) $100,461 with First American Title
Insurance Company of New York on account of Lien 2037, and (ii)
$218,058 with Fidelity National Title Insurance Company on account
of Lien 196, Andrew M. Troop, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, relates.

As of Jan. 17, 2008, the Debtors have not been able to obtain
the release of the escrowed funds because the Mechanics Liens
still appear in the public record, Mr. Troop tells the Court.

Both First American and Fidelity have confirmed that they will
release the escrowed funds to the Debtors upon the Court's final
order declaring the Mechanics Liens to be void, according to Mr.
Troop.  Highland though has not agreed to release the Liens
despite requests, he says.

Mr. Troop argues that upon the Court's disallowance of the Claims,
the Mechanics Liens no longer secure the Claims and are thus void
pursuant to the Plan.

Furthermore, Section 506(d) of the Bankruptcy Code, which states
that "[t]o the extent that a lien secures a claim against the
debtor that is not an allowed secured claim, [that] lien is void,"
voids the previously secured Claims under the Liens, Mr. Troop
says, citing In re McLean Industries, Inc., 184 B.R. 10, 16
(Bankr. S.D.N.Y. 1995).

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SALANDER-O'REILLY: Judge Denies Owner's Bid to be Hired in Auction
------------------------------------------------------------------
Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York denied a request by Salander-O'Reilly
Galleries LLC owner Lawrence Salander that he be hired in relation
to the auction of the gallery's artworks, Philip Boroff of
Bloomberg News reports.

The Debtor's unsecured creditors have objected to the motion.  
Judge Morris said that Mr. Salander's motion and the resulting
objections slowed the bankruptcy.

Judge Morris also rebuked Mr. Salander's lawyer Richard Bernard at
the law firm Baker Hostetler for filing the employment
application.  The motion was considered "fatally flawed."

As reported on the Troubled Company Reporter on Feb. 27, 2008, Mr.
Salander asked a bankruptcy court to allow the gallery to rehire
him to sort and sell 4,000 artworks, ARTINFO (N.Y.) reports.

Mr. Salander has also filed for bankruptcy.   The couple is
selling their Upper East Side town house for $25 million.  
According to Bloomberg, the Salanders' broker, Jed Garfield, has
received a roughly $20 million offer for their six-story Manhattan
town house.

As reported in the Troubled Company Reporter on Feb. 7, 2008, the
official committee of unsecured creditors appointed in Salander-
O'Reilly's chapter 11 case, the Debtor's secured lender First
Republic Bank, and the gallery's chief restructuring officer have
proposed a May 8 deadline for anyone who has a claim on art to
file a written notice of the claim.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SARAH TRICARICO: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sarah P. Tricarico
        6 South Trail
        Darien, CT 06820

Bankruptcy Case No.: 08-50164

Chapter 11 Petition Date: February 28, 2008

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Mark M. Kratter, Esq.
                  Kratter & Gustafson, LLC
                  71 East Avenue
                  Suite O
                  Norwalk, CT 06851
                  Tel: (203) 853-2312
                  laws4ct@aol.com

Total Assets: $5,111,071

Total Debts:  $3,823,945

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Bank of America                                         $20,141
P.O. Box 15726
Wilmington, DA 19886

Capital One                                              $2,922
P.O. Box 70884
Charlotte, NC 28272

Shell                                                      $882
Processing Center
Des Moines, IA 50359


SCHOONER TRUST: Moody's Confirms Low-B Ratings on Six Classes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Schooner Trust,
Commercial Mortgage Pass-Through Certificates, Series 2006-5:

  -- Class A-1, $172,260,924, affirmed at Aaa
  -- Class A-2, $241,000,000, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class B, $9,200,000, affirmed at Aa2
  -- Class C, $10,340,000, affirmed at A2
  -- Class D, $13,399,322, affirmed at Baa2
  -- Class E, $3,041,325, affirmed at Baa3
  -- Class F, $3,649,591, affirmed at Ba1
  -- Class G, $1,824,795, affirmed at Ba2
  -- Class H, $1,216,530, affirmed at Ba3
  -- Class J, $1,216,530, affirmed at B1
  -- Class K, $1,216,530, affirmed at B2
  -- Class L, $2,433,060, affirmed at B3

As of the Feb. 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.2%
to $466.3 million from $486.6 million at securitization.  The
Certificates are collateralized by 91 mortgage loans ranging in
size from less than 1.0% to 6.3% of the pool, with the top 10
loans representing 38.0% of the pool.  The pool contains two
shadow rated loans which comprise 9.3% of the pool.  Two loans,
representing 4.6% of the pool, have defeased and are secured by
Canadian Government securities.

There have been no losses since securitization and currently there
are no loans in special servicing or on the master servicer's
watchlist.  Moody's was provided with full-year 2006 operating
results for approximately 94.9% of the pool.  Moody's loan to
value ratio is 87.2%, compared to 88.8% at securitization.  
Moody's is affirming all classes due to overall stable pool
performance.

The largest shadow rated loan is the Briton House Loan
($29.6 million; 6.3%), which is secured by a 220-unit retirement
multifamily facility located in downtown Toronto, Ontario.  As of
August 2007, the property was 90.0% occupied compared to 86.5% at
securitization.  Moody's current shadow rating is Baa2, the same
as at securitization.

The second shadow rated loan is the Greenwood Beach Retail Center
($13.9 million; 3.0%), which is secured by a 105,000 square foot
retail center located in Toronto, Ontario.  The largest tenants
include a six-screen movie theater, an off-track betting center
and a physical fitness club.  As of January 2008, the center was
100.0% occupied, the same as at securitization.  Moody's current
shadow rating is Baa3, the same as at securitization.

The top three non-defeased loans represent 12.0% of the
outstanding pool balance.  The largest loan is the Lindsay Square
Loan ($20.4 million - 4.4%), which is secured by a 193,000 square
foot retail center located in Lindsay, Ontario.  The center is
anchored by Zellers (50.8% GLA; lease expiration August 2014) and
Pharma Plus (5.3% GLA; lease expiration December 2015).  The
center was 93.7% leased as of December 2006, compared to 90.0% at
securitization.  Moody's LTV is 88.2%, compared to 89.1% at
securitization.

The second largest loan is the 380 & 400 Waterloo Avenue Loan
($18.2 million - 3.8%), which is secured by a 262-unit multifamily
property located in Guelph, Ontario.  The property was 97.0%
occupied as of May 2007, compared to 99.0% at securitization.
Moody's LTV is 92.7%, essentially the same as at securitization.

The third largest loan is the Place Heritage Court Loan
($17.2 million -- 3.7%), which is secured by a 235,000 square foot
Class B office building located in Moncton, New Brunswick.  The
largest tenants include Exxon Mobile Business Support Centre (40%
NRA), the Canadian Government (31.3% NRA) and UPS Canada (10.0%
NRA).  The property was 99.7% occupied as of June 2007,
essentially the same as at securitization.  Moody's LTV is 89.7%,
compared to 93.5% at securitization.


SEARS HOLDINGS: Restoration Deems Merger Proposal Inferior
----------------------------------------------------------
Restoration Hardware Inc. said that despite numerous efforts to
engage with Sears Holdings Corp. during the "go-shop" process,
Sears Holdings did not submit a proposal until the final day.

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Sears Holdings and Restoration Hardware entered into a
confidentiality agreement, in connection with the possible
business combination transaction.

During the "go-shop" period, conducted by its committee of
independent directors, Restoration Hardware was permitted to
initiate, solicit and encourage alternative proposals until
Feb. 28, 2008.  Restoration Hardware received offers from Sears
Holdings and Catterton Partners.

           No Qualified Excluded Party in Catterton Deal

Restoration Hardware disclosed that the independent committee has
unanimously determined that no party has qualified as an excluded
party under the terms of the agreement and plan of merger with
certain affiliates of Catterton Partners.

After several discussions with representatives of Sears Holdings
concerning the terms of the proposal, the independent committee
determined that the current Sears Holdings proposal was not
reasonably likely to result in a superior proposal under the terms
of the agreement and plan of merger.  The independent committee
found out that the Sears proposal was subject to significant
uncertainties compared to the agreement and plan of merger.

With the expiration of the "go-shop" period, Restoration Hardware
said that it is continuing to work with Catterton Partners to
complete the merger in a timely manner, subject to satisfaction of
the conditions in the agreement and plan of merger.

              Confidentiality Pact with Restoration

Under the terms of the confidentiality agreement, Restoration
Hardware is required to disclose:

   (i) all oral and written communications that contain
       information concerning Restoration Hardware, any of its
       subsidiaries or affiliates or the transaction, together
       with asset lists, financial statements or other
       materials or information;

  (ii) the proposed terms and conditions of the transaction,
       including any financial terms and conditions, and all
       information related to the transaction, including the
       status; and

(iii) the existence, context, and scope of the agreement.

Sears Holdings and Restoration Hardware agree that, all
information will be kept confidential, including any information
about the terms or conditions or any other facts relating to a
possible transaction between Sears Holdings and Restoration
Hardware.

All information provided by the Restoration Hardware is entitled
to protection under the attorney-client privilege, work product
doctrine or other applicable privilege.

If either the Sears Holdings and Restoration Hardware determines
that it does not wish to proceed with the transaction, the party
will promptly advise the other party of that decision.  In that
case, or if a transaction is not otherwise consummated, Sears
Holdings will promptly destroy or return to Restoration Hardware
all copies of the information.

Moreover, under the terms of the agreement, Sears Holdings will
commence a tender offer for all the voting securities of
Restoration Hardware at a cash price per share that is at least
$0.05 per share more than the cash price per share to be paid to
stockholders of Restoration Hardware.

                    About Restoration Hardware

Corte Madera, California-based Restoration Hardware Inc. (Nasdaq:
RSTO) -- http://www.restorationhardware.com/-- is a specialty  
retailer of home furnishings, bath fixtures and bathware,
functional and decorative hardware, gifts and related merchandise
that reflects the company's classic and authentic American point
of view. Restoration Hardware sells its merchandise offering
through its retail stores, catalog (800-762-1005) and on-line at
its Web site.   The company currently operates 102 retail stores
and nine outlet stores in 30 states, the District of Columbia and
Canada.

                 About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of Kmart
and Sears, Roebuck and Co., is a broadline retailer with
approximately 3,800 full-line and specialty retail stores in the
United States and Canada.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has
Martha Stewart Everyday products, which are offered exclusively in
the U.S. by Kmart and in Canada by Sears Canada.

                          *     *     *

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still hold to date with a stable outlook.


SENTINEL MANAGEMENT: Balks at $6.1 Million in Professionals' Fees
-----------------------------------------------------------------
Sentinel Management Group Inc.'s secured creditor, Bank of New
York, opposes the $6.1 million in fee applications, filed by
professionals hired by the Chapter 11 trustee and the Official
Committee of Unsecured Creditors in the Debtor's bankruptcy cases,
for work done in a period of 4 and half months into the bankruptcy
case, Bill Rochelle of Bloomberg News reports.

Mr. Rochelle relates that BofA tells the Court that the creditor's
committee has two law firms and the Chapter 11 trustee has two
financial advisors, bringing BofA to object to the professionals'
overlapped and duplicative duties.

BofA further protests the retention of a financial advisor by the
creditors' committee, Mr. Rochelle says.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SOLUTIA INC: Obtains Court's Nod on Akzo Nobel Settlement Pact
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation resolving the dispute between Solutia
Inc., and Akzo Nobel Finance United States, Inc., formerly known
as Cortex Holdings Inc.

                      APA Agreement with Akzo

Solutia and Akzo were parties to a Stock and Asset Purchase
Agreement, dated April 12, 1999, pursuant to which Solutia
acquired the films business of Akzo Nobel UK Limited and Akzo
Nobel (C) Holdings B.V. -- Akzo Nobel.

Pursuant to the Akzo Nobel Contract, Solutia was required to
indemnify ANFUSI for certain workers compensation and insurance
obligations related to the films business and CPFilms Inc.,
subsequently undertook responsibility for these obligations.

ANFUSI filed Claim No. 11300 for $392,420 on November 30, 2004,
for the Indemnification Obligations due under the Akzo Nobel
Contract.

CPFilms sent Akzo Nobel a notice of the Debtors' intent to assume
the Akzo Nobel Contract, pursuant to the Plan, with a proposed
cure amount of $0.  Akzo Nobel asserted a cure amount of $394,583
due and owing under the Contract.

CPFilms disputed the asserted amount, as well as the amount of
Claim No. 11300.

                       Settlement Agreement

CPFilms, ANFUSI and Akzo Nobel have engaged in good-faith, arm's
length negotiations in an attempt to resolve the disputes
regarding the Indemnification Obligations.  The parties stipulated
that:

    -- Akzo Nobel will be granted an allowed claim of $125,000
       against CPFilms to cure any and all alleged defaults
       existing under the Akzo Nobel Contract and in full and
       complete satisfaction of Claim No. 11300;

    -- The Allowed Claim will be treated as an Allowed Class 5
       CPFilms Claim and treated in accordance with the terms of
       the Plan;

    -- Except for the payment of the Allowed Claim, Claim No.
       11300 will be disallowed; and

    -- Upon Court approval of the Stipulation, the Akzo Nobel
       Objection will be withdrawn, with prejudice, without any
       further action from the parties.

                Solutia Buys Akzo's Stake at Flexys

As reported in the Troubled Company Reporter on May 3, 2007,
Solutia Inc. purchased Akzo Nobel N.V.'s 50% interest in Flexsys.  
Effective May 2, 2007, Flexys became a wholly owned subsidiary of
Solutia.

                        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 emerged from chapter 11 protection Feb. 28, 2008.
(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: Can Assume Wal-Mart Contracts Under Terms of Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Solutia Inc. and its debtor-affiliates to assume certain
executory contracts with Wal-Mart Stores Inc., pursuant to the
terms of the Debtors' confirmed Fifth Amended Joint Plan of
Reorganization.

As reported in the Troubled Company Reporter on Feb. 6, 2008, Wal-
Mart may be entitled to take credits or contractual adjustments
for defective products, rebates or other contractually permitted
items that are currently unknown or that will accrue after the
date of the Debtors' assumption of the Wal-Mart Contracts.  This
is done in the ordinary course of operating under the Wal-Mart
Contracts.

The parties have agreed that notwithstanding the proposed cure
amounts of the contracts, Wal-Mart and its subsidiaries and
affiliates are allowed to assert in the ordinary course any
chargebacks that are currently unknown or that will accrue after
the Assumption Date pursuant to the terms of the Wal-Mart
Contracts without regard to the date on which Wal-Mart or its
subsidiary or affiliate purchased the product giving rise to the
Chargeback.

Nothing in the Stipulation constitutes a waiver of the Debtors'
rights to dispute any Chargeback for reasons other than that the
claims were not made before the Assumption Date.

                        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 emerged from chapter 11 protection Feb. 28, 2008.  
(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: Can Pay DTE $773,364 to Cure PrePetition Default
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Solutia Inc., and Detroit Edison
Company, doing business as DTE Energy.

As reported in the Troubled Company Reporter on Feb. 6, 2008,
Solutia Inc. and DTE are parties to:

    -- an energy purchase agreement for the sale and supply of
       electric power, as amended;

    -- a general service water agreement; and

    -- an amended and restated steam services agreement.

Solutia wanted to assume the DTE Contracts with a proposed
cure amount of $327,917.  DTE objected to Solutia's assumption of
the contracts and asserted that $773,364 was the prepetition
amount due and owing by Solutia under the DTE contracts.

The parties have agreed that Solutia will pay $773,364 to cure
any and all remaining prepetition defaults under the DTE
contracts.  Upon approval from the Court of the Stipulation, DTE's
objection will be deemed withdrawn, with prejudice, without any
further action from the parties.

                        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 emerged from chapter 11 protection Feb. 28, 2008.  
(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: Moody's Designates 'B2' Rating on $400 Mil. Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to a $400 million,
unsecured bridge facility of Solutia Inc., a company headquartered
in St. Louis, Missouri.  Moody's also affirmed Soultia's existing
ratings and withdrew its rating on a proposed senior unsecured
note that will be replaced by the bridge facility.  The ratings
outlook is stable.  The ratings assigned are subject to a complete
review by Moody's of the credit facility, term loan and senior
note documents and are also subject to the transactions being
closed in a manner and with terms that are substantially identical
to those that have been shared with Moody's.

Issuer: Solutia Inc.

Assignments:

  -- Senior Unsecured Bridge Facility, B2 (LGD5, 70%)

Ratings Affirmed:

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1
  -- Speculative Grade Liquidity Rating, SGL-3
  -- Senior Secured Bank Credit Facility, Ba1 (LGD2, 16%)
  -- Senior Secured Bank Term Loan, B1 (LGD4, 54%)

Ratings Withdrawn:

  -- Senior Unsecured Note, B2 (LGD4, 69%)

The B1 corporate family rating reflects the company's initially
high leverage and weak credit metrics along with the material
uncertainty surrounding its environmental remediation activities
upon exiting bankruptcy.  An additional concern centers on the
high proportion of Solutia's revenue base that is concentrated in
low margin commodity businesses and a material percentage of
EBITDA that is derived from a single product with concentrated
customers.  Following the refinancing and exit from bankruptcy,
Solutia will be highly leveraged, particularly after adjusting
debt for rent and pensions, which adds roughly $60 million and
$180 million, respectively.  Moody's projected coverage for fiscal
year 2008 (based on Moody's adjusted debt model), as measured by
EBITDA/Interest, is only 2.1 times while projected leverage as
measured by adjusted Debt/EBITDA is 5.2 times.  In Moody's model,
adjusted debt is estimated at slightly above $1.9 billion and pro
forma adjusted debt to book capital would be just above 62% at
Dec. 31, 2007.  Moody's notes that even with fresh start
accounting, tangible net worth is likely to be negative.

While Moody's recognizes that good progress has been made in the
elimination, classification and/or sharing of environmental, legal
and pension liabilities, there remains a noteworthy level of
uncertainty as to the ultimate scope of these liabilities,
particularly the environmental liabilities.  Moody's believes that
these environmental liabilities are subject to changing
governmental policy and regulations, discovery of unknown
conditions, judicial proceedings, method and extent of
remediation, existence of other potentially responsible parties
and future changes in both measurement and remediation
technologies.

Moody's also has some concerns over Solutia's business profile as
a high percentage of revenues, about 55%, are generated by the
relatively low margin (7%-8% EBITDA) integrated nylon business, a
sector that is going through a fair amount of turmoil.  Moody's
also note that a significant percentage of pro forma 2007 EBITDA
is derived from a single reasonably stable product line,
Crystex(R), that also has a high degree of customer concentration
with the bulk of EBITDA being derived from tire manufacturers.
Positive factors supporting the ratings include:

  --  strong geographic, product and operational diversity;

  --  sizeable market leadership in the markets Solutia serves;

  --  sizeable revenue base - projected to exceed $3.5 billion in
      2007;

  --  the reduction in pre-bankruptcy liability exposure in the
      range of $1.3 billion;

  --  improvement in pro forma revenues and EBITDA over the last
      four years excluding reorganization costs;

  --  the ability to share on a 50/50 basis with Monsanto
      environmental liabilities at certain sites if the costs
      exceed $325 million.

Moody's views management's track record and actions to effectively
cut costs and to improve Solutia's business profile during the
bankruptcy period as positive factors supporting the ratings.  
Moody's also believes that the acquisition of Flexsys was a
logical and strong strategic fit for the company.  Moody's
believes that a continued focus on efficiencies and maintaining
market share is critical to succeeding in the company's highly
competitive markets, which Moody's expects may face some pricing
pressures in the face of a potentially weaker global market,
particularly in the construction and automotive markets.

The Ba1 rating recognizes that the asset-based credit facilities
are secured by a first lien on inventory and receivables and a
second lien on assets securing the term loan.  The B1 rating on
the term loan recognizes the high proportion of the term loan in
Solutia's capital structure and the limited security provided the
first lien on assets not securing the asset-based credit facility
and the second lien on inventories and receivables.  In Moody's
opinion the collateral package for the term loan may not
adequately cover the loan in a default scenario.  The B2 rating on
the unsecured bridge facility reflects their junior position in
the capital structure and the prospect of limited protection after
the first and second lien lenders have been provided for in a
distressed scenario.

The speculative grade liquidity SGL-3 rating reflects the
company's adequate liquidity and Moody's expectation of reasonable
retained cash flow, in excess of $150 million, for the fiscal year
ending 2008.  The rating is supported by Solutia's favorable debt
maturity profile and flexibility under the financial covenants for
the company's asset backed credit facility.  A factor limiting the
SGL rating is that the only external source of liquidity is the
revolving credit facility, although the size has been increased
from $400 million to $450 million.  Moody's anticipates that this
facility will initially have modest outstandings in 2008.  
Revolver borrowings are dictated by a borrowing base formula.

Solutia's stable outlook considers the strength of its franchise
in terms of its market positions and long-lived customer
relationships.  If operating performance is weaker than
anticipated or material increases in environmental liabilities
were to occur, the outlook or rating could turn negative.  To the
extent that Solutia reduces debt faster than expected, such that
debt/EBITDA metrics improve to less than 4.0 times on a permanent
basis or if environmental liabilities were deemed to be much
improved a positive change in outlook or rating could occur.

Solutia, headquartered in St. Louis, Missouri, produces and sells
a diverse portfolio of performance materials and specialty
chemicals.  End markets for Solutia's products include automotive,
architectural (residential and commercial), aerospace, process
manufacturing, construction, electronic/electrical, and
industrial.  Net sales for 2007 were $3.5 billion. Solutia filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in January of 2004 and emerged from bankruptcy on
Feb. 28, 2008.


SPRINT NEXTEL: Offers New Service Plan Amid Huge 4th Quarter Loss
-----------------------------------------------------------------
Sprint Nextel's new chief executive Daniel R. Hesse revealed
Thursday a $99.9 unlimited service plan in the company's recent
attempt to gain more customers, after reporting a $29.5 billion
fourth-quarter loss due to write-down, various sources report.

"Sprint's new unlimited service plan undercut the rates of
competitors -- AT&T Wireless, Version Wireless and T-Mobile --
about 40 percent," David Hayes and Jason Gertzen of The Kansas
City Star relate.

According to The Wall Street Journal, unlimited voice and data
access enables subscribers to access the Internet without
additional data charges.

The new pricing may help the company acquire back market share but
some analysts were skeptical of the move, WSJ says.

"It helps them on the margin, but not enough to make a huge
difference," WSJ quotes Steve Clement, an analyst at Pacific Crest
Securities, as saying.

Some investors advised that Sprint should consider a drastic
restructuring like selling its long-distance business or its
Nextel unit, WSJ notes.

Sprint may decide to spin off the WiMax business but details of
the plan is still in process, The WSJ relates.  However, Mr. Hesse
declined to comment further on the company's WiMax plan.

                       About Sprint Nextel

Sprint Nextel Corp. -- http://www.sprint.com/-- offers a  
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.


STALLION OILFIELD: Tight Liquidity Prompts S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Stallion
Oilfield Services Ltd. to negative from stable and affirmed the
ratings, including the 'B' corporate credit rating, on the
company.
     
"The outlook revision reflects tighter-than-expected liquidity due
to increased working capital usage under the company's revolving
credit facility related to operational issues," said Standard &
Poor's credit analyst Amy Eddy.  "Also, we do not expect the
company's debt levels of more than $700 million to decline in the
intermediate term."
     
Stallion has persistently high leverage, and softness in its core
markets continues.
     
Houston-based Stallion provides wellsite support services
(workforce accommodation units, surface equipment rental,
communications services, and solids control), and production and
logistics services (site construction and rig relocation).


STRUCTURED ASSET: Moody's Downgrades Ratings on 23 Cert. Classes
----------------------------------------------------------------
Moody's Investors Service downgraded 23 Classes of certificates
and placed on review for possible downgrade 5 Classes of
certificates issued by Structured Asset Investment Loan Trust in
2003.  All transactions are backed by first and second lien fixed
and adjustable rate subprime mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected losses.  All of the eight deals have pool
factors below 11% as of January 2008.  The stepping down has left
the deals with thin credit enhancement levels and made them more
vulnerable to pool deterioration in the tail end of the deals
lives.

The complete rating actions are:

Issuer: Structured Asset Investment Loan Trust 2003-BC1

  -- Class M-3, Downgraded to Ba1 from Baa2.

Issuer: Structured Asset Investment Loan Trust 2003-BC2

  -- Class M3, Downgraded to Caa3 from Baa2;
  -- Class B, Downgraded to Ca from Baa3.

Issuer: Structured Asset Investment Loan Trust 2003-BC4

  -- Class M1, current rating Aaa, Placed on Review for Possible
     Downgrade;

  -- Class M2, current rating Aa2, Placed on Review for Possible
     Downgrade;

  -- Class M3, current rating Aa3, Placed on Review for Possible
     Downgrade;

  -- Class M4, Downgraded to Ba1 from A3;

  -- Class B, Downgraded to Ba2 from Baa1.

Issuer: Structured Asset Investment Loan Trust 2003-BC5

  -- Class M1, current rating Aa1, Placed on Review for Possible
     Downgrade;

  -- Class M2-A, Downgraded to Baa2 from A1;

  -- Class M2-B, Downgraded to Baa2 from A1;

  -- Class M3, Downgraded to B1 from A3;

  -- Class M4, Downgraded to Caa1 from Baa1;

  -- Class B, Downgraded to C from Baa3.

Issuer: Structured Asset Investment Loan Trust 2003-BC8

  -- Class M2, Downgraded to Baa2 from A2;
  -- Class M3, Downgraded to Ba1 from A3;
  -- Class M4, Downgraded to B3 from Ba3;
  -- Class M5, Downgraded to Ca from Caa2.

Issuer: Structured Asset Investment Loan Trust 2003-BC9

  -- Class M1, current rating Aa2, Placed on Review for Possible
     Downgrade;

  -- Class M2, Downgraded to Ba1 from Baa2;

  -- Class M3, Downgraded to B3 from Ba1;

  -- Class M4, Downgraded to C from Ca.

Issuer: Structured Asset Investment Loan Trust 2003-BC10

  -- Class M2, Downgraded to Ba1 from Baa2;
  -- Class M3, Downgraded to Ba3 from Baa3;
  -- Class M4, Downgraded to B1 from Baa3;
  -- Class M5, Downgraded to B1 from Baa2;
  -- Class B, Downgraded to B3 from Baa2.

Issuer: Structured Asset Investment Loan Trust 2003-BC11

  -- Class M4, Downgraded to B3 from Baa2;
  -- Class M5, Downgraded to Caa3 from Ba3;
  -- Class B, Downgraded to Ca from Ba3.


TAXABLE WORLD: Moody's Downgrades Ratings on Revenue Bonds to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of Taxable World
Headquarters Revenues Bonds, Series 1995 (Owens-Corning Fiberglas
Corporation Project) from Baa3 to Ba1 to align the bonds with the
current rating of Owens Corning.  Moody's downgraded OC from Baa3
to Ba1 with a negative outlook on Feb. 26, 2008.

The bonds are secured by a mortgage on Owens Corning's world
corporate headquarters, a 400,000 square foot corporate campus
built to their specifications in 1995.  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
approximately $5.9 billion.


TRICOM SA: Files for Bankruptcy Protection in New York
------------------------------------------------------
Dominican Republic-based Tricom SA and its U.S. affiliates filed a
Chapter 11 petition on Feb. 29, 2008, with the U.S. Bankruptcy for
the Southern District of New York, blaming unfavorable economic
conditions after the September 11 terrorist attacks, Dawn McCarty
of Bloomberg News reports citing papers filed with the Court.

According to Mr. McCarty quoting Tricom chief restructuring
officer Gabriel Bresler, the attacks preceded the decline of
tourism in the Dominican Republic, the rise of petroleum prices
and the country's 2003 banking crisis, spurring the Debtors'
worsening operating performance and financial condition.

The Debtors disclosed in court documents, net losses of
$70.4 million in 2007, and $87.5 million in 2006, Mr. McCarty
relates.  As of the bankruptcy filing, the Debtors have
$413.2 million in unsecured debt and $32.4 million in secured
debt, including an outstanding $200 million of 11-3/8% senior
notes.

The Debtors tell the Court that a pre-packaged plan of
reorganization, which was approved by 97% of creditors allowed to
vote, will be submitted in the coming days.  Pursuant to the
proposed plan, Credit Suisse secured claimants will receive new
secured debt of $25.5 million at 11% interest.  Unsecured
financial creditors would receive pro rata shares in a newly
formed holding company and $105 million of secured notes.  General
unsecured creditors will be paid 100%.

A full-text copy of the Debtors' pre-packaged Joint Chapter 11
Plan of Reorganization is available for free at:

               http://ResearchArchives.com/t/s?28a6

Tricom S.A. -- http://www.tricom.net/-- provides telecom services  
in the Dominican Republic.  Operating its own local access network
and a digital cellular system, it has been scoring against former
Dominican monopoly Codetel.  It also owns its own submarine fiber-
optic cables, and it operates switches based in the United States,
where it pitches long distance to Dominicans calling home.


TRICOM SA: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Tricom, S.A.
             Avenida Lope de Vega No. 95
             Santo Domingo
             Dominican Republic

Bankruptcy Case No.: 08-10720

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        TCN Dominicana, S.A.                       08-10723
        Tricom USA, Inc.                           08-10724

Type of Business: The Debtors provide telecom services in the
                  Dominican Republic.  They operate their own
                  local access network and a digital cellular
                  system.  They also operate their own submarine
                  fiber-optic cables, and switches based in the
                  US.  See http://www.tricom.net/

Chapter 11 Petition Date: February 29, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Larren M. Nashelsky, Esq.
                     (lnashelsky@mofo.com)
                  Morrison & Foerster LLP
                  1290 Avenue of the Americas
                  New York, NY 10104
                  Tel: (212) 468-8000
                  Fax: (212) 468-7900
                  http://www.mofo.com

Tricom, SA's Financial Condition:

Total Assets: $327,600,000

Total Debts:  $764,600,000

Debtors' Consolidated List of 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of New York as Indenture  unsecured financial   $313,750,000
Trustee 11 3/8% Senior Notes   claims (bondholders)
due September 2004 under       holders of 11 3/8%
Indenture dated August 21,     senior notes due
1997 between Tricom, S.A. and  September 1, 2004;
the Bank of New York
Bank of New York as Indenture
Trustee
Attention: Corporate Trust
Trustee Administration
101 Barclay Street
Floor 21 West
New York, NY 10286
Tel: (212) 850-2929

Deutsche Bank Trust Co.        unsecured financial   $70,066,192
Americas                       claim
Attention: Charles J. Lanktree
& Scott G. Martin
Deutsche Bank Securities, Inc.
60 Wall Street
3rd Floor
New York, NY 10005
Fax: (212) 797-4666
Deutsche Bank Trust Co.
Americas
Attention: Simi Tanner
D.B. Services,
New Jersey, Inc.
Harborside Financial Center
100 Plaza One, 8th Floor
Jersey City, NJ 07311-3988
Mail Stop: J.C.Y. 03-0899
Fax: (212) 250-2440

Stark Trading                  unsecured financial   $38,533,978
Attention: Jeff Froemming      claim
Stark Investments
3600 South Lake Drive
St. Francis, WI 53235
Fax: (414) 294-7608

Citigroup                      unsecured financial   $37,781,935
Attention: Dang Bui & Rafael   claim
Benavente
Citigroup Global Markets, Inc.
390 Greenwich Street
New York, NY 10013
Fax: (212) 723-8651,
(212) 723-8036

Credit Suisse International    unsecured financial   $32,589,106
Attention: Sergio Delgado
11 Madison Avenue-Fourth Floor
Fax: (212) 743-4138

Bancredito                     unsecured financial   $12,438,105
Bancredito Panama, S.A.        claim
Via Espana 177
Edif. Piaza Regency, Piso 15
Apartado 6-6010/6-6011
El Dorado, Panama, Republica
de Panama
Bancredito Panama, S.A.
P.O. Box 1502
Santo Domingo, RD
Swift address: NCREDOSD
Counsel for the Liquidator of
Bancredito Panama, S.A.
Kaye Scholer, L.L.P.
1999 Avenue of the Stars
Suite 1700
Los Angeles, CA 90067-0048     
Fax: (310) 788-1200

Morgan Stanley Senior Funding  unsecured financial   $7,688,333
Attention: Vanesa Marling &    claim
Darragh Dempsey
1 Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Fax: (718) 233-0697

Cheyne Capital Management      unsecured financial   $6,409,889
Attention: Cynthia Cox         claim
Cheyne Latam High Income Fund
LP
Claredon House
2 Church Street
Hamilton, Bermuda HM11
Fax: (441) 334-3939
Counsel to Cheyne Capital
Management
Attention: Ronald R. Jewell
Dechert LLP
30 Rockefeller Plaza
New York, New York 10112

Argo Capital Investors Funds   unsecured financial   $5,621,562
S.P.C. for Argo Global Special claim
Situations Fund SP
Attention: Loucas Demetreu
Jackie Court, Suite 401
10 Vasilissis Frederikis
Street
Nicosia 1066 Cyprus
Fax: 00 357 22 44 5177

Millenium Partners, L.P.       unsecured financial   $4,281,560
Attention: Sandra Costa        claim
666 5th Avenue, 8th Floor
New York, NY 10103
Fax: (212) 841-4141

T.C.S. Fund LU S.A.R.L.        unsecured financial   $3,297,748
Attention: Tracy Howard,       claim
Investment Operations
T.P.G. Credit Management, LP
4600 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Fax: (612) 851-3001

Greylock Capital               unsecured financial   $1,366,559
Attention: Bruce G. Hart, Esq. claim
99 Park Avenue, 11th Floor
New York, NY 10016
Fax: (212) 808-1801

T.C.S. Fund SP-LU S.A.R.L.     unsecured financial   $1,975,317
Attention: Tracy Howard,       claim
Investment Operations
T.P.G. Credit Management, LP
4600 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Fax: (612) 851-3001

Loral Cyberstar, Inc.          unsecured financial   $616,320
Attention: General Counsel &   claim
Office Manager
2440 Research Boulevard,
Suite 400
Rockville, MD 20850-3238
Fax: (240) 631-6873


TENET HEALTHCARE: Posts $75 Mil. Net Loss in 2007 Fourth Quarter
----------------------------------------------------------------
Tenet Healthcare Corporation reported a net loss of $75 million
for its fourth quarter of 2007, a drop of 81% compared to a net
loss of $386 million in the fourth quarter of 2006.  For calendar
year 2007 the net loss narrowed to $89 million versus a 2006 net
loss of $803 million, a reduction of 89%.

Same-hospital net operating revenues from continuing operations
were $2.244 billion in the fourth quarter of 2007, an increase of
$128 million, or 6.0%, as compared to $2.116 billion in the
fourth quarter of 2006.  This revenue growth, in the context of a
soft volume environment, is primarily a reflection of new,
attractively priced commercial managed care contracts.

"We are delighted to report positive admissions growth in the
fourth quarter," Trevor Fetter, Tenet's president and chief
executive officer, said.  "This continues the improving volume
trends which have been evident since mid-2007.  January 2008
admissions increased by 2.3%, and February is showing positive
admissions growth. This marks a major milestone in executing our
turnaround.  As volumes stabilize, we expect the progress made in
improving pricing with our major commercial managed care payers
and our continued success in cost control to drive a strengthening
earnings performance."

"We continue to achieve critical interim targets in our strategy
to build volumes," Stephen L. Newman, M.D., chief operating
officer, said.  "Within our Physician Relationship Program we
called on 369 new, strategically targeted physicians, in the
fourth quarter, who have no existing relationship with a local
Tenet hospital.  Over time, we expect these efforts will
contribute to a steady stream of new physicians joining the
admitting staffs at our hospitals.  In the fourth quarter, our
efforts resulted in a net increase of 241 physicians on our
hospitals' admitting staffs, a net increase of more than two
percent.  This brings the total net increase in physicians with
active staff privileges to well over a thousand in 2007, or a net
increase of roughly 9% for the year.  While it takes time for
these relationships to mature and contribute more meaningfully to
volume growth, we are very excited about this progress.  We
believe this growth represents an important milestone on the road
towards achieving our intermediate and longer term performance
objectives."

Cash and cash equivalents were $572 million at Dec. 31, 2007, a
decrease of $83 million from $655 million at Sept. 30, 2007.

Total debt was $4.772 billion at Dec. 31, 2007, an increase of
$5 million from total debt on Sept. 30, 2007, of $4.767 billion.  
Net debt, a non-GAAP measure defined as total debt, less cash
and cash equivalents of $572 million at Dec. 31, 2007, and
$655 million at Sept. 30, 2007, was $4.200 billion at Dec. 31,
2007, and $4.112 billion at Sept. 30, 2007.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $8.39 billion and total liabilities iof $8.33 billion,
resulting in a $54 million stockholders' equity.  Equity, at
Dec. 31, 2006, was $264 million.

                     About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation (NYSE: THC)
-- http://www.tenethealth.com/-- through its subsidiaries, owns   
and operates acute care hospitals and related health care
services.   

                          *     *     *

In September 2006, Moody's placed the company's corporate family
rating and probability of default rating at B3, bank loan debt
rating at Ba3, and senior unsecured debt rating at Caa1.  These
ratings still hold true to date.  The outlook is stable.

In March 2004, Standard & Poor's placed the company's long-term
foreign and local issuer credits at B which still holds true to
date.  The outlook is stable.

In September 2006, Fitch also placed the company's long-term
issuer default rating and senior unsecured debt rating at B-, and
bank loan debt rating at BB-.  These ratings still hold true to
date.  The outlook is stable.


TOUSA INC: Subsidiary Enters Into Joint Venture with Wells Fargo
----------------------------------------------------------------
Preferred Home Mortgage Company, the wholly owned residential
mortgage lending subsidiary of TOUSA, Inc., entered into an
Amended and Restated Agreement of Limited Liability Company with
Wells Fargo Ventures, LLC, on January 28, 2008.  The limited
liability company will be known as PHMCWF, LLC but will do
business as Preferred Home Mortgage, an affiliate of Wells Fargo,
Angela Valdes, TOUSA's vice president and chief accounting
officer, reports in a regulatory filing with the Securities and
Exchange Commission.

PHMC owns 49.9% of the Venture with the balance owned by Wells
Fargo.  Effective April 1, 2008, the Venture will carry on the
mortgage business of PHMC.  The Venture will be managed by a
committee composed of six members, three from each of PHMC and
Wells Fargo.  

The Venture will enter into a revolving credit agreement with
Wells Fargo Bank, N.A., for the provision of advances not to
exceed $20,000,000, according to Ms. Valdes.

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).


TOUSA INC: To Sell Note to PRN Real Estate for $13,500,000
----------------------------------------------------------
In early 2005, TOUSA Homes, Inc., purchased approximately 59
acres of land located on International Drive in Orlando, Florida,
for $28,000,000.  I-Drive, stretching 14.5 miles long, is a
mixed-use commercial town place that is Orlando's main tourist
strip.

The Debtors relate that the purchase of the I-Drive Property was
intended more as an investment opportunity than for direct
development, since the was outside their standard market.  

TOUSA Homes note that it was able to sell approximately 18 acres
of the I-Drive Property for $7,000,000 in mid 2006.  With the
assistance of Century 21 Real Estate Professionals and Mid-South
Realty Investors, TOUSA Homes state that it was able to sell its
remaining interest in the I-Drive Property to Cape Light
Development International Drive I, LLC, for $8,000,000 in cash
and a $16,300,000 promissory note dated June 22, 2007, executed
by Cape Light in favor of TOUSA Homes.

Cape Light, however, defaulted on the Note, failing to make the
acquired interest payments for November and December 2007,
according to Paul Steven Singerman, Esq., at Berger Singerman,
P.A., in Miami, Florida.

The Debtors estimate that the process of foreclosing and then
ultimately closing on a replacement sale of the Note could take
approximately 12 to 14 months due to the necessary foreclosure
time and the current state of the real estate market.

To avoid a long and expensive foreclosure process that ultimately
would result in holding land that is not core to its business,
TOUSA Homes determined that the most prudent course of action was
to market its interest in the Note and thereby monetize the
asset.  Florida Property Specialists, Inc., has been hired to
help facilitate a purchase of the Note.

Mr. Singerman tells the U.S. Bankruptcy Court for the Southern
District of Florida that the Debtors received four
offers to purchase the Note, including two offers for a purchase
price of $13,500,000.

The Debtors have identified PRN Real Estate & Investments, Ltd.'s
bid as the highest and best offer for the Note in light of PRN's
willingness and ability to close on the transaction quickly,
according to Mr. Singerman.

Although the face value of the Note is $16,300,000, the Debtors
believe that the $13,500,000 purchase price represents fair value  
both because of the extensive marketing process the Debtors
employed and because a discounted purchase price reflects the
cost, time and market risk associated with a foreclosure process.

The Debtors ask the Court to authorize TOUSA Homes to consummate
its sale agreement with PRN.

The salient terms of the Sale Agreement include:

   (a) PRN will purchase the Note from TOUSA Homes for
       $13,500,000, including a $200,000 deposit currently held
       in escrow, payable at closing by completed bank wire
       transfer of immediately available funds.

   (b) The closing of the sale will take place on the 11th day
       after TOUSA Homes obtains the Court's approval, provided
       that no appeal on the order will be filed within 10 days
       after the order is entered.

       If TOUSA Homes fails to provide PRN with Closing Notice by
       March 20, 2008, PRN may elect to terminate the Sale
       Agreement and receive a refund of the Deposit or extend
       the closing until March 31.

   (c) TOUSA Homes will pay any and all brokerage fees,
       commissions, fees or other charges to any third party in
       connection with the Sale:

          * $379,040 to Century 21;
          * $40,000 to Mid-South Realty; and
          * $270,000 to Florida Property Specialists.

   (d) If PRN defaults under the Sale Agreement, TOUSA Homes will
       be entitled to retain the Deposit as liquidated damages as
       its sole exclusive remedy.  If TOUSA Homes defaults under
       the Sale Agreement, PRN will be entitled to either (i) the
       return of the Deposit, or (ii) a suit for specific
       performance of the Debtor's obligations under the Sale
       Agreement as PRN's sole and exclusive remedies.

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: To Pay $4-Mil. in Deferred Compensation Obligations
--------------------------------------------------------------
TOUSA Inc. and its affiliates' ordinary course compensation
program for employees includes a significant back-ended component
under which the employees are entitled to annual, or in some cases
quarterly, deferred compensation payments.  

In most years, the Debtors have paid deferred compensation on
February 15.  These February payments would typically include the
annual payments for all of the prior year and the quarterly
payments for the last quarter of the prior year.

The Debtors, however, faced an employee retention crisis in late
December 2007 and therefore, determined that it was imperative to
pay a portion of the accrued 2007 Deferred Compensation to
certain employees, generally in exchange for an agreement on the
employees' behalf to stay in the Debtors' employ for at least a
six-month period -- all in an effort to address a severe crisis
in employee morale and to keep the business afloat while the
Debtors better prepared for their Chapter 11 filings -- Paul
Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates.

As a result, on December 31, 2007 and January 15, 2008, the
Debtors paid approximately $5,700,000 out of approximately
$10,000,000 in accrued 2007 Deferred Compensation, Mr. Singerman
informs the U.S. Bankruptcy Court for the Southern District of
Florida.

Although the Prepetition Partial Payments were generally well-
received, the employees still are counting on receiving the full
benefit of their anticipated compensation, according to Mr.
Singerman.

Mr. Singerman asserts that the Deferred Compensation is an
important component of the total compensation package promised to
certain of the Debtors' employees "who count on this money for
their livelihood."

The Debtors believe that failure to pay these obligations will be
detrimental to employee morale and could result in significant
employee attrition and a concomitant loss of value to
stakeholders.

The Debtors seek the Court's authority to pay the balance, not
exceeding $4,000,000 in the aggregate, of all outstanding accrued
and unpaid Deferred Compensation payments to their employees.

The Remaining Deferred Compensation does not include any payments
to the Debtors' Chief Executive Officer, Chief Financial Officer
or Chief of Staff, Mr. Singerman clarifies.

The Debtors also ask the Court to authorize financial
institutions to receive, process, honor and pay all checks
presented for payment and electronic payment requests.  The
Debtors seek that all financial institutions be authorized to
rely on the Debtors' designation of any particular check or
electronic payment request as appropriate.

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 Berkowitz Amended Agreement
------------------------------------------------------------
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 bankruptcy filing, 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: Fitch Withdraws Default and Junk Ratings
---------------------------------------------------
Fitch Ratings has withdrawn the ratings for TOUSA, Inc., which  
filed for Chapter 11 bankruptcy protection on Jan. 29, 2008.

  -- Issuer Default Rating 'D';
  -- Secured revolving credit facility rating of 'CCC/RR3';
  -- First lien secured term loan rated 'CCC/RR3';
  -- Second lien secured term loan rated 'C/RR6';
  -- Senior unsecured notes rated 'C/RR6';
  -- Senior subordinated notes rated 'C/RR6';
  -- Preferred stock rated 'C/RR6'.

Fitch will no longer provide ratings or analytical coverage of
this issuer.


UNITED SUBCONTRACTORS: Moody's Junks Ratings on Liquidity Concerns
------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of United
Subcontractors, Inc. and left them on review for possible
downgrade.  Moody's downgraded the company's corporate family
rating to Caa1 from B3, first lien revolver and term loan to Caa1
from B2, and second lien term loan remains at Caa2.

Moody's has taken these rating actions and LGD assessments:

  -- Corporate family rating, downgraded to Caa1 from B3;

  -- Probability of default rating, affirmed at B3;

  -- $295 million first lien term loan, due 2012, downgraded to
     Caa1 (LGD4, 60%) from B2 (LGD3, 42%);

  -- $40 million revolving credit facility, due 2011, downgraded
     to Caa1 (LGD4, 60%) from B2 (LGD3, 42%);

  -- $65 million second lien term loan, due 2013, affirmed at
     Caa2, assessment changed to (LGD6, 96%) from (LGD6, 92%).

The ratings downgrade is prompted by concerns related to the
homebuilding contraction on the company's liquidity and projected
cash flow generation.  Moody's anticipates that United
Subcontractor's financial and operating performance will remain
under significant pressure until there is a rebound in new home
starts in the company's primary operating regions.  While USI has
aggressively reduced its cost structure, the pace and depth of the
contraction remains greater than the company's ability to reduce
costs.  Additionally, the company's covenants were set during
better times that did not anticipate the current environment.   
Nevertheless, the company has been able to maintain profitability,
at issue, is the company's current leverage levels as these result
in a significant interest expense burden.  USI is expected to
continue to address its cost structure aggressively.  While these
factors should help the company's performance when the market
strengthens, it does not address the company's short term
financial issues.

The change in the CFR's LGD assessment to 65% from 50% reflects
the company's limited tangible net worth, and the expectation that
its goodwill would be impaired in the event of a default.

The review will continue to focus on the impact of depressed new
home construction on the company's anticipated operating
performance, its ability to control costs, its ability to comply
with its covenants, sponsor support, and ability to secure
adequate financing for the current environment.  The anticipated
level of commitment from its primary equity sponsor, Wind Point
Partners, will also be considered in the review.

United Subcontractors Inc., headquartered in Minneapolis,
Minnesota, is a subcontractor of insulation and framing services.   
The company primarily provides home insulation services for new
construction and additions as well as framing services to
homebuilders.  USI's revenue for 2007 was above $500 million.


UTIX GROUP: Jonathan Adams Steps Down as Board Co-Chairman
----------------------------------------------------------
Jonathan Adams informed Utix Group Inc. on Feb. 20, 2008 that he
was resigning from his position as a director and co-chairman of
the company's Board of Directors, effective immediately.

                         About Utix Group

Headquartered in Burlington, Massachusetts, Utix Group Inc.
(OTC BB: UTIX.OB) -- http://www.utix.com/-- provides gift tickets
that are redeemable at golf courses, ski resorts, spas, movie
theaters, bowling centers and other venues nationwide.  The
company's products are offered through sales of prepaid manual and
magnetic strip plastic gift tickets to corporations and other
business users and sales of prepaid magnetic strip gift tickets to
retail consumers that purchase products at mass merchandise retail
chains and the internet.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2008, due
to the company's inability to obtain permanent financing, Utix
Group Inc.'s Board of Directors voted on Feb. 7, 2008, in favor of
liquidating the company's assets.


VIKING DRILLING: Files for Bankruptcy Amid Cost Overruns
--------------------------------------------------------
Oslo, Norway-based Viking Drilling ASA, whose operations is
conducted mostly from the Houston offices of subsidiary Viking
Drilling (USA), Inc., told shareholders in a letter dated
February 26, 2008, but released March 2008, that the Board of
Directors of Viking Drilling ASA has unanimously resolved that the
Company and all of its subsidiaries will voluntarily file for
Chapter 11 bankruptcy protection in the United States.

The Board of Directors held that filing for Chapter 11 is
necessary to protect the Company's assets, the shareholders as
well as the creditors.  In a shareholder letter dated February 18,
2008, the company said the reactivation project of SS Viking
Producer will result in a major cost overrun.  Completing this  
reactivation project would require significant additional
financing requirement.

Company Chairman Christen Sveaas said the company has had lengthy
discussions with their financial advisors.  He said that in the
current financial market situation, the board concluded that it
will be a major challenge raising additional financing to finance
the cost overrun.

The Board believes that the estimated value of the Company's
assets, exceeds the sums due to vendors, creditors and bond
holders and that the Company has a positive net asset value.
Filing for protection under Chapter 11 bankruptcy protection, will
give the Company time and space to find the best alternative for
the Company and the stakeholders involved.

The Board decided to voluntarily file for Chapter 11 bankruptcy
protection for the Company and all its subsidiaries to evaluate
alternative financial or strategic opportunities for the Company.

The Company has ordered various types of equipment.  The total
cost of the equipment is about $120 million of which about
$50 million have been paid and about $70 million remains to be
paid.  Each of the purchases are governed by a separate purchase
order or contract and the Board are in the midst of a detailed
review of each and every of the purchase orders and contracts to
determine the status with each vendor and any remedy the company
might be able to reach in each case.  This is a lengthy process
and will take some time to complete.

Awaiting the outcome of the evaluation of financial and strategic
alternatives under the Chapter 11 bankruptcy protection, the
Company will consider the utilization of all existing financial
means available to the Company, to protect both creditors and
equity holders.

Liquidation and winding up of the Company and distribution of
proceeds to creditors, bondholders and shareholders under Chapter
11 proceedings may take up to two years or longer depending on the
number of claims, the complexity of the claims and the sale of the
assets of the Company.

Chapter 11 proceedings appears to be in the best interest of all
stakeholders involved, the letter said.

The Company has retained legal advisors both in the U.S. and in
Norway.  Chapter 11 proceedings are unfortunately expensive
however the Board of Directors believes filing for Chapter 11 is
the orderly way forward, the letter said.

Based in Houston, Tex., Viking Drilling (USA), Inc. --
http://www.vikingdrilling.com/-- is a fully owned subsidiary of  
Viking Drilling ASA. Viking Offshore provides controlled services
for each of the rig-owning entities under a managed service
agreement. Viking Offshore currently has five employees at its
offices in Houston.  The Viking Drilling Group, comprised of
Viking Drilling ASA and its subsidiaries, owns three out-of-
service bare deck semi-submersibles: SS Viking Producer, SS Viking
Century, and SS Viking Prospector.  

Viking Drilling ASA is a Norwegian corporation listed on The
Norwegian Over The Counter Market (NOTC) under the ticker code
"VIKI".  Viking Drilling provides holding company and management
services for the subsidiary companies within the Group.

Viking Producer, Inc. and Viking Century, Inc. are Liberian
corporations fully owned by Viking Drilling ASA.  Viking
Prospector, Inc. is a Marshall Islands corporation and is also
fully owned by Viking Drilling ASA.


VIKING DRILLING: Case Summary & 95 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Viking Drilling ASA
             770 South Post Oak Lane, Suite 300
             Houston, TX 77056

Bankruptcy Case No.: 08-31228

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Viking Offshore (USA), Inc.                08-31219
        Viking Producer, Inc.                      08-31222
        Viking Prospector, Inc.                    08-31224
        Viking Century, Inc.                       08-31226

Type of Business: The Debtors are active in the floating drilling
                  rig mid-water segment.  See
                  http://www.vikingdrilling.com/

Chapter 11 Petition Date: February 29, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: John P. Melko, Esq.
                     (jmelko@gardere.com)
                  Gardere Wynne Sewell, L.L.P.
                  1000 Louisiana, Suite 3400
                  Houston, TX 77002
                  Tel: (713) 276-5727
                  Fax: (713) 276-6727

Viking Drilling ASA's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

A. Viking Drilling ASA's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
ABS Americas                   trade debt            unknown
Attention: J. Andrew Breuer
16855 Northchase Drive
Houston, TX 77060
Tel: (281) 877-6566

B&E Resources                  trade debt            unknown
Attention: Jimmy Branch
39722 Highway 96 South
Buna, TX 77612
Tel: (409) 994-2653

Bodewes Winches                trade debt            unknown
Attention: J.H. Bodewes
Bodewes Winches
P.O. Box 67 2910 AB
Nieuwerkerk a/d, ljssek
The Netherlands
Tel: (31) 180 391-919

B.O.P. Stacking, Inc.          trade debt            unknown
Attention: Bremda Cppler
8901 Jameel, Drive 110
Houston, TX 77040
Tel: (713) 460-0295

C.P. Industries                trade debt            unknown
Attention: Mark Semerkoski
2214 Walnut Street
Mckeesport, PA 15132
Tel: (412) 664-6604

Energy Equipment Corp.         trade debt            unknown
Attention: Dennis Chermak
4703 Creekmont
Houston, TX 77091
Tel: (713) 316-8822

Fire & Safety Specialist       trade debt            unknown
Attention: Steve Bertrand
320 West Broussard Road
Lafayette, LA 70506
Tel: (337) 993-9377

Grant Prideco                  trade debt            unknown
Attention: Brian Christen
1450 Lake Robbins Drive,
Suite 400
Spring, TX 77380
Tel: (281) 297-8500

Gulf Copper Shipyard           trade debt            unknown
Attention: Steve Hale
Pelican Island, Suite 12
2920 Todd Road
Galveston, TX 77554
Tel: (409) 941-6200

GVMS, Inc.                     trade debt            unknown
Attention: George Vasquez
1245 Hollywood Street
Houston, TX 77015
Tel: (713) 455-2618

IEC Systems                    trade debt            unknown
Attention: Ron Moreau
4514 Brittmore
Houston, TX 77041
Tel: (281) 469-2700

Loadmaster Derrick & Equipment trade debt            unknown
Attention: Tommy Herbert
1084 Cruse Avenue
Broussard, LA 70518
Tel: (337) 837-5429

National Oilwell Varco         trade debt            unknown
Attention: Melvin Lehmann
5100 North Sam Houston Parkway
West
Houston, TX 77086
Tel: (281) 847-9990

Oceaneering BOP Controls       trade debt            unknown
Attention: Graeme Reynolds
11917 FM 529
Houston, TX 77041
Tel: (832) 467-7916

Odin Rig Services, Inc.        trade debt            unknown
Attention: Bobby Benton
770 South Post Oak Lane,
Suite 300
Houston, TX 77056
Tel: (713) 0622-5001

ScanRope                       trade debt            unknown
Attention: Stein P. Anderson
P.O. Box 295 N-3101
Tronsberg, Norway
Tel: (47) 33-35-55-00

Trelleborg CRP, Inc.           trade debt            unknown
Attention: Billy Nitsche
Drilling & Syntactic Products
1902 Rankin Road
Houston, TX 77073
Tel: (281) 774-2600

Vetco Gray                     trade debt            unknown
Attention: Conrad Pearson
6950 Portwest Drive, Suite 100
Houston, TX 77024
Tel: (713) 869-2593

Zentech, Inc.                  trade debt            unknown
Attention: Ramesh Maini
14800 St. Mary's Lane,
Suite 270
Houston, TX 77079
Tel: (281) 558-0290


B. Viking Offshore (USA), Inc's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
ABS Americas                   trade debt            unknown
Attention: J. Andrew Breuer
16855 Northchase Drive
Houston, TX 77060
Tel: (281) 877-6566

B&E Resources                  trade debt            unknown
Attention: Jimmy Branch
39722 Highway 96 South
Buna, TX 77612
Tel: (409) 994-2653

Bodewes Winches                trade debt            unknown
Attention: J.H. Bodewes
Bodewes Winches
P.O. Box 67 2910 AB
Nieuwerkerk a/d, ljssek
The Netherlands
Tel: (31) 180 391-919

B.O.P. Stacking, Inc.          trade debt            unknown
Attention: Bremda Cppler
8901 Jameel, Drive 110
Houston, TX 77040
Tel: (713) 460-0295

C.P. Industries                trade debt            unknown
Attention: Mark Semerkoski
2214 Walnut Street
Mckeesport, PA 15132
Tel: (412) 664-6604

Energy Equipment Corp.         trade debt            unknown
Attention: Dennis Chermak
4703 Creekmont
Houston, TX 77091
Tel: (713) 316-8822

Fire & Safety Specialist       trade debt            unknown
Attention: Steve Bertrand
320 West Broussard Road
Lafayette, LA 70506
Tel: (337) 993-9377

Grant Prideco                  trade debt            unknown
Attention: Brian Christen
1450 Lake Robbins Drive,
Suite 400
Spring, TX 77380
Tel: (281) 297-8500

Gulf Copper Shipyard           trade debt            unknown
Attention: Steve Hale
Pelican Island, Suite 12
2920 Todd Road
Galveston, TX 77554
Tel: (409) 941-6200

GVMS, Inc.                     trade debt            unknown
Attention: George Vasquez
1245 Hollywood Street
Houston, TX 77015
Tel: (713) 455-2618

IEC Systems                    trade debt            unknown
Attention: Ron Moreau
4514 Brittmore
Houston, TX 77041
Tel: (281) 469-2700

Loadmaster Derrick & Equipment trade debt            unknown
Attention: Tommy Herbert
1084 Cruse Avenue
Broussard, LA 70518
Tel: (337) 837-5429

National Oilwell Varco         trade debt            unknown
Attention: Melvin Lehmann
5100 North Sam Houston Parkway
West
Houston, TX 77086
Tel: (281) 847-9990

Oceaneering BOP Controls       trade debt            unknown
Attention: Graeme Reynolds
11917 FM 529
Houston, TX 77041
Tel: (832) 467-7916

Odin Rig Services, Inc.        trade debt            unknown
Attention: Bobby Benton
770 South Post Oak Lane,
Suite 300
Houston, TX 77056
Tel: (713) 0622-5001

ScanRope                       trade debt            unknown
Attention: Stein P. Anderson
P.O. Box 295 N-3101
Tronsberg, Norway
Tel: (47) 33-35-55-00

Trelleborg CRP, Inc.           trade debt            unknown
Attention: Billy Nitsche
Drilling & Syntactic Products
1902 Rankin Road
Houston, TX 77073
Tel: (281) 774-2600

Vetco Gray                     trade debt            unknown
Attention: Conrad Pearson
6950 Portwest Drive, Suite 100
Houston, TX 77024
Tel: (713) 869-2593

Zentech, Inc.                  trade debt            unknown
Attention: Ramesh Maini
14800 St. Mary's Lane,
Suite 270
Houston, TX 77079
Tel: (281) 558-0290

C. Viking Producer, Inc's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
ABS Americas                   trade debt            unknown
Attention: J. Andrew Breuer
16855 Northchase Drive
Houston, TX 77060
Tel: (281) 877-6566

B&E Resources                  trade debt            unknown
Attention: Jimmy Branch
39722 Highway 96 South
Buna, TX 77612
Tel: (409) 994-2653

Bodewes Winches                trade debt            unknown
Attention: J.H. Bodewes
Bodewes Winches
P.O. Box 67 2910 AB
Nieuwerkerk a/d, ljssek
The Netherlands
Tel: (31) 180 391-919

B.O.P. Stacking, Inc.          trade debt            unknown
Attention: Bremda Cppler
8901 Jameel, Drive 110
Houston, TX 77040
Tel: (713) 460-0295

C.P. Industries                trade debt            unknown
Attention: Mark Semerkoski
2214 Walnut Street
Mckeesport, PA 15132
Tel: (412) 664-6604

Energy Equipment Corp.         trade debt            unknown
Attention: Dennis Chermak
4703 Creekmont
Houston, TX 77091
Tel: (713) 316-8822

Fire & Safety Specialist       trade debt            unknown
Attention: Steve Bertrand
320 West Broussard Road
Lafayette, LA 70506
Tel: (337) 993-9377

Grant Prideco                  trade debt            unknown
Attention: Brian Christen
1450 Lake Robbins Drive,
Suite 400
Spring, TX 77380
Tel: (281) 297-8500

Gulf Copper Shipyard           trade debt            unknown
Attention: Steve Hale
Pelican Island, Suite 12
2920 Todd Road
Galveston, TX 77554
Tel: (409) 941-6200

GVMS, Inc.                     trade debt            unknown
Attention: George Vasquez
1245 Hollywood Street
Houston, TX 77015
Tel: (713) 455-2618

IEC Systems                    trade debt            unknown
Attention: Ron Moreau
4514 Brittmore
Houston, TX 77041
Tel: (281) 469-2700

Loadmaster Derrick & Equipment trade debt            unknown
Attention: Tommy Herbert
1084 Cruse Avenue
Broussard, LA 70518
Tel: (337) 837-5429

National Oilwell Varco         trade debt            unknown
Attention: Melvin Lehmann
5100 North Sam Houston Parkway
West
Houston, TX 77086
Tel: (281) 847-9990

Oceaneering BOP Controls       trade debt            unknown
Attention: Graeme Reynolds
11917 FM 529
Houston, TX 77041
Tel: (832) 467-7916

Odin Rig Services, Inc.        trade debt            unknown
Attention: Bobby Benton
770 South Post Oak Lane,
Suite 300
Houston, TX 77056
Tel: (713) 0622-5001

ScanRope                       trade debt            unknown
Attention: Stein P. Anderson
P.O. Box 295 N-3101
Tronsberg, Norway
Tel: (47) 33-35-55-00

Trelleborg CRP, Inc.           trade debt            unknown
Attention: Billy Nitsche
Drilling & Syntactic Products
1902 Rankin Road
Houston, TX 77073
Tel: (281) 774-2600

Vetco Gray                     trade debt            unknown
Attention: Conrad Pearson
6950 Portwest Drive, Suite 100
Houston, TX 77024
Tel: (713) 869-2593

Wellquip A.S.                  trade debt            unknown
Attention: Ole Steniar
Sorenson
Somsvien 217
Kristiansand
(47) 38-37-00-30

D. Viking Prospector, Inc's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
ABS Americas                   trade debt            unknown
Attention: J. Andrew Breuer
16855 Northchase Drive
Houston, TX 77060
Tel: (281) 877-6566

B&E Resources                  trade debt            unknown
Attention: Jimmy Branch
39722 Highway 96 South
Buna, TX 77612
Tel: (409) 994-2653

Bodewes Winches                trade debt            unknown
Attention: J.H. Bodewes
Bodewes Winches
P.O. Box 67 2910 AB
Nieuwerkerk a/d, ljssek
The Netherlands
Tel: (31) 180 391-919

B.O.P. Stacking, Inc.          trade debt            unknown
Attention: Bremda Cppler
8901 Jameel, Drive 110
Houston, TX 77040
Tel: (713) 460-0295

C.P. Industries                trade debt            unknown
Attention: Mark Semerkoski
2214 Walnut Street
Mckeesport, PA 15132
Tel: (412) 664-6604

Energy Equipment Corp.         trade debt            unknown
Attention: Dennis Chermak
4703 Creekmont
Houston, TX 77091
Tel: (713) 316-8822

Fire & Safety Specialist       trade debt            unknown
Attention: Steve Bertrand
320 West Broussard Road
Lafayette, LA 70506
Tel: (337) 993-9377

Grant Prideco                  trade debt            unknown
Attention: Brian Christen
1450 Lake Robbins Drive,
Suite 400
Spring, TX 77380
Tel: (281) 297-8500

Gulf Copper Shipyard           trade debt            unknown
Attention: Steve Hale
Pelican Island, Suite 12
2920 Todd Road
Galveston, TX 77554
Tel: (409) 941-6200

GVMS, Inc.                     trade debt            unknown
Attention: George Vasquez
1245 Hollywood Street
Houston, TX 77015
Tel: (713) 455-2618

IEC Systems                    trade debt            unknown
Attention: Ron Moreau
4514 Brittmore
Houston, TX 77041
Tel: (281) 469-2700

Loadmaster Derrick & Equipment trade debt            unknown
Attention: Tommy Herbert
1084 Cruse Avenue
Broussard, LA 70518
Tel: (337) 837-5429

National Oilwell Varco         trade debt            unknown
Attention: Melvin Lehmann
5100 North Sam Houston Parkway
West
Houston, TX 77086
Tel: (281) 847-9990

Oceaneering BOP Controls       trade debt            unknown
Attention: Graeme Reynolds
11917 FM 529
Houston, TX 77041
Tel: (832) 467-7916

Odin Rig Services, Inc.        trade debt            unknown
Attention: Bobby Benton
770 South Post Oak Lane,
Suite 300
Houston, TX 77056
Tel: (713) 0622-5001

ScanRope                       trade debt            unknown
Attention: Stein P. Anderson
P.O. Box 295 N-3101
Tronsberg, Norway
Tel: (47) 33-35-55-00

Trelleborg CRP, Inc.           trade debt            unknown
Attention: Billy Nitsche
Drilling & Syntactic Products
1902 Rankin Road
Houston, TX 77073
Tel: (281) 774-2600

Vetco Gray                     trade debt            unknown
Attention: Conrad Pearson
6950 Portwest Drive, Suite 100
Houston, TX 77024
Tel: (713) 869-2593

Zentech, Inc.                  trade debt            unknown
Attention: Ramesh Maini
14800 St. Mary's Lane,
Suite 270
Houston, TX 77079
Tel: (281) 558-0290

E. Viking Century, Inc's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
ABS Americas                   trade debt            unknown
Attention: J. Andrew Breuer
16855 Northchase Drive
Houston, TX 77060
Tel: (281) 877-6566

B&E Resources                  trade debt            unknown
Attention: Jimmy Branch
39722 Highway 96 South
Buna, TX 77612
Tel: (409) 994-2653

Bodewes Winches                trade debt            unknown
Attention: J.H. Bodewes
Bodewes Winches
P.O. Box 67 2910 AB
Nieuwerkerk a/d, ljssek
The Netherlands
Tel: (31) 180 391-919

B.O.P. Stacking, Inc.          trade debt            unknown
Attention: Bremda Cppler
8901 Jameel, Drive 110
Houston, TX 77040
Tel: (713) 460-0295

C.P. Industries                trade debt            unknown
Attention: Mark Semerkoski
2214 Walnut Street
Mckeesport, PA 15132
Tel: (412) 664-6604

Energy Equipment Corp.         trade debt            unknown
Attention: Dennis Chermak
4703 Creekmont
Houston, TX 77091
Tel: (713) 316-8822

Fire & Safety Specialist       trade debt            unknown
Attention: Steve Bertrand
320 West Broussard Road
Lafayette, LA 70506
Tel: (337) 993-9377

Grant Prideco                  trade debt            unknown
Attention: Brian Christen
1450 Lake Robbins Drive,
Suite 400
Spring, TX 77380
Tel: (281) 297-8500

Gulf Copper Shipyard           trade debt            unknown
Attention: Steve Hale
Pelican Island, Suite 12
2920 Todd Road
Galveston, TX 77554
Tel: (409) 941-6200

GVMS, Inc.                     trade debt            unknown
Attention: George Vasquez
1245 Hollywood Street
Houston, TX 77015
Tel: (713) 455-2618

IEC Systems                    trade debt            unknown
Attention: Ron Moreau
4514 Brittmore
Houston, TX 77041
Tel: (281) 469-2700

Loadmaster Derrick & Equipment trade debt            unknown
Attention: Tommy Herbert
1084 Cruse Avenue
Broussard, LA 70518
Tel: (337) 837-5429

National Oilwell Varco         trade debt            unknown
Attention: Melvin Lehmann
5100 North Sam Houston Parkway
West
Houston, TX 77086
Tel: (281) 847-9990

Oceaneering BOP Controls       trade debt            unknown
Attention: Graeme Reynolds
11917 FM 529
Houston, TX 77041
Tel: (832) 467-7916

Odin Rig Services, Inc.        trade debt            unknown
Attention: Bobby Benton
770 South Post Oak Lane,
Suite 300
Houston, TX 77056
Tel: (713) 0622-5001

ScanRope                       trade debt            unknown
Attention: Stein P. Anderson
P.O. Box 295 N-3101
Tronsberg, Norway
Tel: (47) 33-35-55-00

Trelleborg CRP, Inc.           trade debt            unknown
Attention: Billy Nitsche
Drilling & Syntactic Products
1902 Rankin Road
Houston, TX 77073
Tel: (281) 774-2600

Vetco Gray                     trade debt            unknown
Attention: Conrad Pearson
6950 Portwest Drive, Suite 100
Houston, TX 77024
Tel: (713) 869-2593

Zentech, Inc.                  trade debt            unknown
Attention: Ramesh Maini
14800 St. Mary's Lane,
Suite 270
Houston, TX 77079
Tel: (281) 558-0290


WACHOVIA MORTGAGE: Three Classes of Certs. Get S&P's Junk Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of mortgage loan asset-backed certificates from Wachovia
Mortgage Loan Trust LLC's series 2005-WMC1.
     
The downgrades of these classes reflect continuous adverse pool
performance.  As of the January 2008 remittance period, the deal
was 29 months seasoned and had already incurred cumulative losses
totaling $17.525 million, or 2.45% of the original pool balance.   
Serious delinquencies (90-plus days, foreclosures, and REOs) were
$94.63 million, up $61.3 million from 12 months ago.  Losses have
outpaced excess interest for 10 of the 12 most recent months, and
there has been an upward trend in losses in the three most recent
months.  This has led to a continuous erosion of
overcollateralization (O/C), which is currently about $5.5 million
below its target and is 17x less than the amount of serious
delinquencies.
     
Subordination, O/C, and excess spread provide credit support for
this series.  The underlying collateral originally consisted of
subprime fixed- and adjustable-rate first and second liens on
owner-occupied one- to four-family residential properties.

                          Ratings Lowered

                Wachovia Mortgage Loan Trust LLC
     Mortgage loan asset-backed certificates series 2005-WMC1

                                Rating
                                ------
                        Class  To    From
                        -----  --    ----
                        M1     A+    AA+
                        M2     A     AA+   
                        M3     BBB   AA
                        M4     BBB-  AA
                        M5     BB    AA
                        M6     BB-   A+
                        M7     B     A+
                        M8     B-    A
                        M9     CCC   BBB+
                        M10    CCC   BBB
                        M11    CCC   BB


WASTE SERVICES: Selling Jacksonville Assets to ADS for $58 Mil.
---------------------------------------------------------------
Waste Services Inc. signed a definitive agreement for the sale of
its Jacksonville, Florida area hauling and materials recycling
operations and construction and demolition debris landfill to
Advanced Disposal Services Inc. for $57.5 million.

The company will retain ownership of the Jacksonville materials
recycling and hauling facilities and lease them to the purchaser.
The transaction is subject to lender approvals and customary
closing conditions and is expected to close in early March.  The
company will use $42.5 million of the proceeds to reduce its term
loans and apply the remainder to other operational needs.

"Our strategy in Florida is to operate as an integrated service
provider and, because of the location of the Jacksonville
operations, we are unable to economically internalize waste into
the JED landfill," David Sutherland-Yoest, Waste Services chairman
and chief executive officer, stated.  "This transaction reflects
the intrinsic value of our operations and our ability to
rationalize those pieces that may not fit our long term strategy."

"Even though the Jacksonville operation contributed seven million
dollars in EBITDA last year, completing this transaction will both
strengthen the company's balance sheet and finance more attractive
opportunities that will increase volumes into owned disposal
facilities," Mr. Sutherland-Yoest added.

                      About Waste Service

Headquartered in Burlington, Ontario, Waste Services Inc. (NASDAQ:
WSII) -- http://www.wasteservicesinc.com/-- is a multi-regional,
integrated solid waste services company, providing collection,
transfer, landfill disposal and recycling services for commercial,
industrial and residential customers in the United States and
Canada.

                          *     *     *

Moody's Investors Service placed Waste Services Inc.'s
subordinated debt rating at 'Caa1' in September 2006.  The rating
still hold to date with a stable outlook.


WELLMAN INC: U.S. Trustee Sets March 10 Meeting to Form Committees
------------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, has scheduled an
organizational meeting of creditors in the Chapter 11 cases of
Wellman, Inc., and its debtor-affiliates, on March 10, 2008, 1:00
p.m. at the U.S. Trustee's Meeting Room, 80 Broad Street, 4th
floor, in New York City.

The sole purpose of the meeting will be to form a committee or
committees of creditors in the Debtors' case.

The meeting is not a meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  A representative of the Debtor,
however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

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


WELLMAN INC: Wants to Employ Lazard Freres as Financial Advisor
---------------------------------------------------------------
Wellman Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Lazard Freres & Co. LLC, as their investment bankers and
financial advisors.

The Debtors selected Lazard because of its extensive experience
in providing high quality financial advisory and investment
banking services to debtors and creditors in Chapter 11 cases and
other restructuring.

The firm is also familiar with the Debtors' financial affairs,
debt structure, operations and related matters as a result of the
prepetition work performed on behalf of the Debtors.

As investment bankers and financial advisors, Lazard is expected
to:

   (a) review and analyze the Debtors' business, operations and
       financial projections;

   (b) evaluate the Debtors' potential debt capacity in light of
       its projected cash flows;

   (c) assist in determining a capital structure for the Debtors;

   (d) assist in the determination of a range of values for
       the Debtors on a going concern basis;

   (e) advise the Debtors on tactics and strategies for
       negotiating with the stakeholders;

   (f) rendering financial advice and participate in meetings or
       negotiations with the stakeholders, rating agencies or
       other parties in connection with any restructuring;

   (g) advise the Debtors on the timing, nature and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to the restructuring;

   (h) assist the Debtors in preparing documentation within
       Lazard's area of expertise required in connection with the
       restructuring;

   (i) assist in identifying and evaluating candidates for a
       potential sale transaction, advise in connection with
       negotiations and aiding in the consummation of a sale
       transaction;

   (j) attend meetings of Wellman Inc.'s Board of Directors and
       its committees with respect to matters on which Lazard has
       been engaged to advise the Debtors;

   (k) provide testimony, as necessary, with respect to matters
       on which Lazard has been engaged to advise Wellman in any
       proceeding before the Court; and

   (l) provide the Debtors with other financial restructuring
       advice.

In exchange for the services, the Debtors will pay Lazard a
$150,000 monthly fee on March 1, 2008, and on the first day of
each month thereafter until the earlier of the completion of the
restructuring or the termination of Lazard's engagement.

Lazard will also receive a $5,000,000 restructuring fee, payable
upon the consummation of a restructuring.  If the Debtors  
consummate a sale transaction, Lazard will be paid a fee equal to
the greater of

   (i) the fee calculated based on the aggregate consideration, or   
  (ii) the restructuring fee.

The Debtors won't be required to pay both the restructuring and
the sale transaction fees, provided, that no sale transaction fee
should be less than $5,000,000.

The Debtors will reimburse Lazard for expenses incurred related
to work undertaken.  The Debtors will also indemnify, provide
contribution and reimbursement, and hold Lazard, its affiliates,
officers, employees and others, from losses, damages or claims.

Barry Ridings, managing director of Lazard, assures the Court
that neither the firm nor any of its professional employee has
any interest adverse to the Debtors, their creditors, or any
other party-in-interest.  Mr. Ridings says the firm is a
"disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code.

                       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.  The Debtors have selected Edwards
Angell Palmer & Dodge LLP as their conflicts and special counsel.

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


WELLS FARGO: Fitch Assigns 'B' Rating on $440,000 Class B-5 Certs.
------------------------------------------------------------------
Fitch rated Wells Fargo mortgage pass-through certificates, series
2008-AR2, as:

  -- $210,961,100 classes A-1, A-2, A-IO and A-R 'AAA';
  -- $3,188,000 class B-1 'AA';
  -- $1,869,000 class B-2 'A';
  -- $769,000 class B-3 'BBB';
  -- $1,319,000 class B-4 'BB';
  -- $440,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 4.05%
subordination provided by the 1.45% class B-1, 0.85% class B-2,
0.35% class B-3, 0.60% privately offered class B-4, 0.20%
privately offered class B-5, and 0.60% privately offered class
B-6.  The class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the master and primary
servicing capabilities of Wells Fargo Bank, N.A. (WFB; rated
'RMS1' and 'RPS1' by Fitch).

The transaction is secured by a pool of 390 mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately ten years.  Thereafter, the
interest rate will adjust on an annual basis.  The interest rate
of each mortgage loan will adjust to equal the sum of the index
and a gross margin.  Approximately 75.17% of the mortgage loans
are interest-only loans, which require only payments of interest
until the month following the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $219,865,953 as of the cut-off date (Feb. 1, 2008),
an average balance of $563,759, a weighted average remaining term
to maturity of 357 months, a weighted average original loan-to-
value ratio of 72.51%, and a weighted average coupon of 6.664%.  
Rate/Term and equity take-out refinances account for 21.41% and
11.39% of the loans, respectively.  The weighted average original
FICO credit score of the loans is 749.  Owner-occupied properties
and second homes comprise 89.24% and 8.61% of the loans,
respectively.  The states that represent the largest geographic
concentration are California (31.62%), New York (13.24%), Maryland
(7.64%), Florida (6.75%), Virginia (6.43%), and New Jersey
(5.14%).  All other states represent less than 5% of the aggregate
pool balance as of the cut-off date.

All of the mortgage loans were originated or purchased by WFB.  
WFB sold the loans to Wells Fargo Asset Securities Corporation, a
special purpose corporation, which deposited the loans into the
trust.  The trust issued the certificates in exchange for the
mortgage loans.  WFB will act as servicer, master servicer, paying
agent, and custodian, and HSBC Bank USA, N.A. (rated 'AA/F1+' by
Fitch) will act as trustee.  For federal income tax purposes,
elections will be made to treat the trust as two separate real
estate mortgage investment conduits.


* S&P Downgrades 74 Tranches' Ratings From 13 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 74
tranches from 13 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 69 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its 'AAA' rating on one class and removed it from
CreditWatch negative.
     
The downgraded tranches have a total issuance amount of
$6.443 billion.  All are backed in part by recent-vintage
residential mortgage-backed securities, either by directly holding
notes from the RMBS transactions or by holding notes from other
CDO transactions that are in turn collateralized by RMBS.  Twelve
of these 13 transactions are mezzanine structured finance CDOs of
asset-backed securities, which are CDOs of ABS collateralized in
large part by mezzanine tranches of RMBS and other SF securities.   
The other transaction is a CDO of CDO transaction that was
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.
     
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 2,083 tranches from 514 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, 1,455 ratings from 344 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected CDO tranches represent an issuance amount of
$348.688 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
   -----------                 -----        --      ----
GSC ABS CDO 2005-1 Ltd.        A1J          AA      AAA
GSC ABS CDO 2005-1 Ltd.        A-2          A+      AA/Watch Neg
GSC ABS CDO 2005-1 Ltd.        A-3          BBB+    A/Watch Neg
GSC ABS CDO 2005-1 Ltd.        B            BBB-    BBB/Watch Neg
GSC ABS CDO 2006-1c Ltd.       A-1          AA-     AAA/Watch Neg
GSC ABS CDO 2006-1c Ltd.       A-2          A       AA/Watch Neg
GSC ABS CDO 2006-1c Ltd.       B            BBB     A/Watch Neg
GSC ABS CDO 2006-1c Ltd.       C            BB+     BBB/Watch Neg
GSC ABS Funding 2006-3g Ltd.   A-1-a        CCC+    AAA/Watch Neg
GSC ABS Funding 2006-3g Ltd.   A-1-b        CCC     AAA/Watch Neg
GSC ABS Funding 2006-3g Ltd.   A-1LT        CCC+    AAA/Watch Neg
GSC ABS Funding 2006-3g Ltd.   A-2          CCC-    AAA/Watch Neg
GSC ABS Funding 2006-3g Ltd.   B            CC      AA/Watch Neg
GSC ABS Funding 2006-3g Ltd.   C            CC      BBB-/Watch Neg
GSC ABS Funding 2006-3g Ltd.   D            CC      CCC-/Watch Neg
Halcyon Securitized Products
Investors ABS CDO I Ltd.       A-1          AA-     AAA/Watch Neg
Halcyon Securitized Products
Investors ABS CDO I Ltd.       A-2          BBB     AAA/Watch Neg
Halcyon Securitized Products
Investors ABS CDO I Ltd.       B            BB+     AA/Watch Neg
Halcyon Securitized Products
Investors ABS CDO I Ltd.       C            BB-     A/Watch Neg
Halcyon Securitized Products
Investors ABS CDO I Ltd.       D            B       BBB/Watch Neg
Halcyon Securitized Products
Investors ABS CDO I Ltd.       E            B-      BB+/Watch Neg
Longridge ABS CDO II Ltd.      A1J          CCC     AAA/Watch Neg
Longridge ABS CDO II Ltd.      A1S          B+      AAA/Watch Neg
Longridge ABS CDO II Ltd.      A2J          CC      AA-/Watch Neg
Longridge ABS CDO II Ltd.      A2S          CCC-    AA/Watch Neg
Longridge ABS CDO II Ltd.      A3J          CC      A-/Watch Neg
Longridge ABS CDO II Ltd.      A3S          CC      A/Watch Neg
Longridge ABS CDO II Ltd.      B1           CC      BBB+/Watch Neg
Longridge ABS CDO II Ltd.      B2           CC      BBB/Watch Neg
Longridge ABS CDO II Ltd.      B3           CC      BBB-/Watch Neg
Longridge ABS CDO II Ltd.      C            CC      BB+/Watch Neg
Mayflower CDO I Ltd.           A-1LA        BBB     AAA/Watch Neg
Mayflower CDO I Ltd.           A-1lB        BB-     AA-/Watch Neg
Mayflower CDO I Ltd.           A-2L         CCC+    BBB+/Watch Neg
Mayflower CDO I Ltd.           A-3L         CCC-    BBB-/Watch Neg
Mayflower CDO I Ltd.           B-1L         CC      B/Watch Neg
Mayflower CDO I Ltd.           X            AA      AAA/Watch Neg
Midori CDO Ltd.                A-1 Funded   BBB     AAA/Watch Neg
Midori CDO Ltd.                A-1 Unfund   BBB     AAA/Watch Neg
Midori CDO Ltd.                A-2          B+      AAA/Watch Neg
Midori CDO Ltd.                A-X          AAA     AAA/Watch Neg
Midori CDO Ltd.                B            CCC+    AA/Watch Neg
Midori CDO Ltd.                C            CC      A-/Watch Neg
Midori CDO Ltd.                D            CC      BBB-/Watch Neg
Midori CDO Ltd.                E            CC      BB+/Watch Neg
Mugello ABS CDO 2006-1 Ltd.    A-1          BB+     AA+/Watch Neg
Mugello ABS CDO 2006-1 Ltd.    A-2          B-      A+/Watch Neg
Mugello ABS CDO 2006-1 Ltd.    B            CCC-    BB+/Watch Neg
Mugello ABS CDO 2006-1 Ltd.    C            CC      B-/Watch Neg
Northwall Funding CDO I Ltd.   A-2          AA      AAA/Watch Neg
Northwall Funding CDO I Ltd.   B            BBB-    A/Watch Neg
Northwall Funding CDO I Ltd.   C            CC      B+/Watch Neg
River North CDO Ltd.           B            A+      AA
River North CDO Ltd.           C            A-      A/Watch Neg
River North CDO Ltd.           D-1          BB+     BBB-/Watch Neg
River North CDO Ltd.           D-2          BB+     BBB-/Watch Neg
Tigris CDO 2007-1 Ltd.         A-1A         CCC-    AAA/Watch Neg
Tigris CDO 2007-1 Ltd.         A1-B         CC      AAA/Watch Neg
Tigris CDO 2007-1 Ltd.         A-2          CC      AAA/Watch Neg
Tigris CDO 2007-1 Ltd.         B            CC      AA/Watch Neg
Tigris CDO 2007-1 Ltd.         C            CC      A/Watch Neg
Tigris CDO 2007-1 Ltd.         D            CC      BBB/Watch Neg
Tigris CDO 2007-1 Ltd.         S            CC      AAA/Watch Neg
Topanga CDO Ltd.               A-1          AA      AAA
Topanga CDO Ltd.               A-2          A       AA
Topanga CDO Ltd.               B            BBB     A-/Watch Neg
Topanga CDO Ltd.               C            BB+     BBB/Watch Neg
Webster CDO I Ltd.             A-1LA        CCC+    AAA
Webster CDO I Ltd.             A-1LB        CC      AA/Watch Neg
Webster CDO I Ltd.             A-2L         CC      A-/Watch Neg
Webster CDO I Ltd.             A-3L         CC      BBB-/Watch Neg
Webster CDO I Ltd.             A-4L         CC      BB/Watch Neg
Webster CDO I Ltd.             B-1L         CC      BB-/Watch Neg
Webster CDO I Ltd.             B-2L         CC      B/Watch Neg
Webster CDO I Ltd.             B-3L         CC      B-/Watch Ne

                    Other Outstanding Ratings

      Transaction                          Class        Rating
      -----------                          -----        ------       
      GSC ABS CDO 2005-1 Ltd.              A1S          AAA
      Northwall Funding CDO I Ltd.         A-1          AAA
      River North CDO Ltd.                 A-1          AAA
      River North CDO Ltd.                 A-2          AAA


* Defaults on Privately Insured Mortgages Rose 31% in January
-------------------------------------------------------------
Reuters reports that figures released by the Mortgage Insurance
Companies of America showed defaults on privately insured U.S.
mortgages increased 31.3% percent in January, as compared to
January last year.  MICA said 68,950 insured borrowers were at
least 60 days delayed on their payments in January up from 52,528
a year earlier.

MGIC Investment Corp. and Radian Group Inc., the largest mortgage
insurers in the U.S., posted combined losses of $2.09 billion in
the fourth quarter, as they increased reserves for losses.  

Insured mortgages rose 24.0% in January from a year earlier to
$832.7 billion, according to the MICA report.

Bloomberg adds that the slump in the housing sector has sent
foreclosure rates spiraling upwards and saddled financial
companies with at least $181.0 billion in asset writedowns and
credit losses since the start of 2007.  The total number of
defaults as reported by MICA are drawn from six of the seven
biggest U.S. mortgage insurers, excluding non-member Radian.


* FTC Chairman Deborah Platt Majoras to Leave FTC in Late March
---------------------------------------------------------------
The U.S. Federal Trade Commission Chairman Deborah Platt Majoras
will leave the FTC in late March.

"It has been my honor to serve U.S. citizens as Chairman of the
Federal Trade Commission," Ms. Majoras said.  "The FTC plays a
vital role in standing up for consumer interests and a competitive
marketplace. Tough, yet well-reasoned, antitrust and consumer
protection enforcement is a powerful combination that provides a
strong foundation for our nation's economic system.  I have been
privileged to stand with my fellow Commissioners and the talented
FTC staff in our efforts to protect and enhance consumer welfare."

Ms. Majoras was appointed by President George W. Bush and sworn
into office on August 16, 2004.  Ms. Majoras is a tough enforcer
and a vigorous proponent of empowering consumers with facts about
marketplace risks and frauds and the benefits of a competitive
marketplace. She has focused on ensuring data security and
protecting consumers from emerging frauds, such as identity theft,
spyware, and deceptive spam.  Ms. Majoras worked with the food and
entertainment industries to harness their creative, technical, and
financial power to promote healthier eating and exercise habits
for children.  During her tenure, she focused on increasing the
efficiency and transparency of the merger review process,
implementing sound antitrust policy regarding intellectual
property, increasing efforts to prevent anticompetitive government
policies, and strengthening cooperation with consumer and
competition agencies around the world.

"The FTC is well-positioned to continue its strong record of
acting on behalf of American consumers," Ms. Majoras said.  "As
technological and other marketplace advancements provide new
antitrust questions and threaten consumers' confidence in our
economy, the men and women of the FTC are already working to
develop the best course for future enforcement, policy, and
consumer outreach."

Previously, Ms. Majoras served as Principal Deputy Assistant
Attorney General of the U.S. Department of Justice's Antitrust
Division. Prior to her government service, Ms. Majoras was a
partner in Jones Day's antitrust section.

Ms. Majoras  is the recipient of the International Association of
Privacy Professionals' 2007 Privacy Leadership Award and RSA's
2007 Award for Excellence in the Field of Public Policy.  SC
Magazine named her one of the Top Five Influential IT Security
Thinkers in 2006, and Washingtonian Magazine listed her among the
"100 Most Powerful Women in Washington."

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
FTC told the U.S. Senate Special Committee on Aging that the
Commission, partnering with other federal agencies and state and
local governments, is working to prevent mortgage foreclosure
"rescue" fraud through law enforcement and consumer outreach.

Noting an estimated 75% increase in foreclosure filings from 2006
to 2007, Peggy Twohig, Associate Director of the FTC's Division of
Financial Practices, told the committee about the Commission's
enforcement efforts and its work to educate consumers about scams
in which borrowers typically pay thousands of dollars but end up
losing their homes and the money.

                           About the FTC

The Federal Trade Commission -- http://www.ftc.gov/-- deals with   
issues that touch the economic lives of most Americans.  The
agency has a long tradition of maintaining a competitive
marketplace for both consumers and businesses.  When the FTC was
created in 1914, its purpose was to prevent unfair methods of
competition in commerce as part of the battle to "bust the
trusts."  Over the years, Congress passed additional laws giving
the agency greater authority to police anticompetitive practices.
In 1938, Congress passed a broad prohibition against "unfair and
deceptive acts or practices."

Since then, the Commission also has been directed to administer a
wide variety of other consumer protection laws, including the
Telemarketing Sales Rule, the Pay-Per-Call Rule and the Equal
Credit Opportunity Act.  In 1975, Congress gave the FTC the
authority to adopt industry-wide trade regulation rules.  The
FTC's work is performed by the Bureaus of Consumer Protection,
Competition and Economics.  That work is aided by the Office of
General Counsel and seven regional offices.


* BOND PRICING: For the Week of Feb. 25 - Feb. 29, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     71
Alesco Financial                      7.625%  05/15/27     65
Alion Science                        10.250%  02/01/15     68
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     67
Alltel Corp                           7.875%  07/01/32     72
Ambac Inc                             5.950%  12/05/35     65
Ambac Inc                             6.150%  02/15/37     50
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     71
AMD                                   6.000%  05/01/15     71
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     70
Americredit Corp                      2.125%  09/15/13     64
Americredit Corp                      2.125%  09/15/13     65
Americaredit Corp                     8.500%  07/01/15     73
Amer Color Graph                     10.000%  06/15/10     54
Amer Media Oper                       8.875%  01/15/11     75
Amer Meida Oper                      10.250%  05/01/09     73
Ames True Temper                     10.000%  07/15/12     49
Arris Group Inc                       2.000%  11/15/27     74
Ashton Woods USA                      9.500%  10/01/15     50
Assured Guaranty                      6.400%  12/15/66     69
Atherogenics Inc                      1.500%  02/01/12     11
Atherogenics Inc                      4.500%  03/01/11     12
Atlantic Coast                        6.000%  02/15/34      2
Aventine Renew                       10.000%  04/01/17     75
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     75
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Bankunited Cap                        3.125%  03/01/34     62
BBN Corp                              6.000%  04/01/12      0
Beazer Homes USA                      4.625%  06/15/24     71
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     73
Beazer Homes USA                      8.125%  06/15/16     75
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     69
Borden Inc                            7.875%  02/15/23     64
Borden Inc                            8.375%  04/15/16     61
Borland Software                      2.750%  02/15/12     72
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     70
Bowater Inc                           9.375%  12/15/21     73
Broder Bros Co                       11.250%  10/15/10     74
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      4
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     53
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CCH I LLC                            11.000%  10/01/15     70
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     67
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     63
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     70
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     57
CIH                                   9.920%  04/01/14     51
CIH                                  10.000%  05/15/14     51
CIH                                  11.125%  01/15/14     52
CIT Group Inc                         6.100%  03/15/67     74
Citizens Tili Co                      7.050%  10/01/46     75
Claire's Stores                       9.250%  06/01/15     67
Claire's Stores                      10.500%  06/01/17     45
Clear Channel                         4.900%  05/15/15     72
Clear Channel                         5.500%  09/15/14     75
Clear Channel                         5.500%  12/15/16     71
Clear Channel                         7.250%  10/15/27     72
CMP Susquehanna                       9.875%  05/15/14     70
Cogent Commnuications                 1.000%  06/15/27     74
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     75
Comerica Cap TR                       6.576%  02/20/37     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     49
CompuCredit                           5.875%  11/30/35     43
Conexant Systems                      4.000%  03/01/26     75
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     67
Cooper-Standard                       8.375%  12/15/03     75
Countrywide Finl                      5.250%  05/11/20     73
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     72
Countrywide Finl                      5.800%  01/27/31     72
Countrywide Finl                      6.000%  05/16/23     73
Countrywide Finl                      6.000%  03/16/26     74
Countrywide Finl                      6.000%  07/23/29     73
Countrywide Finl                      6.000%  11/22/30     74
Countrywide Finl                      6.000%  11/14/35     73
Countrywide Finl                      6.000%  12/14/35     72
Countrywide Finl                      6.000%  02/08/36     72
Countrywide Home                      6.150%  06/25/29     75
Crown Cork & Seal                     7.500%  12/15/96     69
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
CV Therapheutics                      3.250% 08/16/13      73
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     64
Delta Air Lines                       8.000%  12/01/15     60
Delphi Corp                           6.197   11/15/33     29
Delphi Corp                           6.500%  08/15/13     40
Delphi Corp                           8.250%  10/15/33     28
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      7.250%  06/15/28     72
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14      8
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     52
First Data Corp                       4.700%  08/01/13     66
First Data Corp                       4.850%  10/01/14     60
Ford Motor Cred                       5.650%  01/21/14     74
Ford Motor Cred                       5.750%  01/21/14     74
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  03/20/14     73
Ford Motor Cred                       6.000%  03/20/14     75
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     68
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     71
Ford Motor Cred                       6.000%  01/20/15     72
Ford Motor Cred                       6.000%  02/20/15     71
Ford Motor Cred                       6.050%  02/20/14     74
Ford Motor Cred                       6.050%  03/20/14     74
Ford Motor Cred                       6.050%  04/21/14     74
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     72
Ford Motor Cred                       6.150%  01/20/15     72
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  01/20/15     73
Ford Motor Cred                       6.250%  03/20/15     65
Ford Motor Cred                       6.300%  05/20/14     75
Ford Motor Cred                       6.300%  05/20/14     73
Ford Motor Cred                       6.500%  02/20/15     73
Ford Motor Cred                       6.500%  03/20/15     74
Ford Motor Cred                       6.550%  07/21/14     74
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     75
Ford Motor Cred                       7.250%  07/20/17     71
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.350%  09/15/15     75
Ford Motor Cred                       7.400%  08/21/17     72
Ford Motor Cred                       7.500%  08/20/32     63
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     73
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     64
Ford Motor Co                         7.125%  11/15/25     66
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     72
Ford Motor Co                         7.500%  08/01/26     69
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     66
Fountainbleau La                     10.250%  06/15/15     72
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     72
Frontier Airline                      5.000%  12/15/25     69
General Motors                        6.750%  05/01/28     67
General Motors                        7.375%  05/23/48     70
General Motors                        7.400%  09/01/25     73
Georgia Gulf Crp                      7.125%  12/15/13     73
Georgia Gulf Crp                     10.750%  10/15/16     67
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harland Clarke                        9.500%  05/15/15     73
Harrahs Oper Co                       5.375%  12/15/13     68
Harrahs Oper Co                       5.625%  06/01/15     63
Harrahs Oper Co                       5.750%  10/01/17     60
Harrahs Oper Co                       6.500%  06/01/16     64
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     68
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     69
Herbst Gaming                         7.000%  11/15/14     39
Herbst Gaming                         8.125%  06/01/12     40
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     71
Hines Nurseries                      10.250%  10/01/11     59
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  05/15/12     72
Huntington Natl                       5.375%  02/28/19     75
IDEARC Inc                            8.000%  11/15/16     68
Ikon Office                           6.750%  12/01/25     71
Ion Media                            11.000%  07/31/13     60
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
Isle of Capri                         7.000%  03/01/14     73
JB Poindexter                         8.750%  03/15/14     73
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.000%  01/15/10     61
K Hovnanian Entr                      6.250%  01/15/15     70
K Hovnanian Entr                      6.250%  01/15/16     70
K Hovnanian Entr                      6.375%  12/15/14     71
K Hovnanian Entr                      6.500%  01/15/14     70
K Hovnanian Entr                      7.500%  05/15/16     71
K Hovnanian Entr                      7.750%  05/15/13     55
K Hovnanian Entr                      8.875%  04/01/12     55
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      3
Keystone Auto Op                      9.750%  11/01/13     65
Kimball Hill Inc                     10.500%  12/15/12     20
Kmart 95-K4 PT                        9.350%  01/02/20      0
Kmart 95-K2 PT                        9.780%  01/05/20      0
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      0
Kmart Corp                            9.780%  01/05/20      0
Kmart Funding                         8.800%  07/01/10     10
Knight Ridder                         4.625%  11/01/14     72
Knight Ridder                         5.750%  09/01/17     66
Knight Ridder                         6.875%  03/15/29     66
Knight Ridder                         7.150%  11/01/27     75
Kulicke & Soffa                       0.875%  06/01/12     73
Kulicke & Soffa                       0.875%  06/01/12     70
Lehman Bros Holding                   5.000%  05/28/23     75
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Level 3 Comm Inc                      3.500%  06/15/12     74
Liberty Media                         3.250%  03/15/31     73
Liberty Media                         3.500%  01/15/31     66
Liberty Media                         3.750%  02/15/30     56
Liberty Media                         4.000%  11/15/29     58
Lifecare Holding                      9.250%  08/15/13     59
Lifetime Brands                       4.750%  07/15/11     74
LTV Corp                              8.200%  09/15/07      0
Lucent Tech                           6.500%  01/15/28     74
Magna Entertainm                      7.250%  12/15/09     70
Magna Entertainm                      8.550%  06/15/10     72
Majestic Star                         9.750%  01/15/11     60
MBIA Inc                              6.400%  08/15/22     72
MBIA Inc                              6.625%  10/01/28     72
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaCom Braodband                    8.500%  10/15/15     75
MediaNews Group                       6.375%  04/01/14     55
MediaNews Group                       6.875%  10/01/13     55
Merisant Co                           9.500%  07/15/13     74
Meritage Corp                         7.000%  05/01/14     73
Meritage Homes                        6.250%  03/15/15     71
Merix Corp                            4.000%  05/15/13     63
Metaldyne Corp                       10.000%  11/01/13     70
Metaldyne Corp                       11.000%  06/15/12     48
MHS Holdings Co                      16.875%  09/22/04      0
Millenium Amer                        7.625%  11/15/26     71
Momentive Perfor                     11.500%  12/01/16     75
Motorola Inc                          5.220%  10/01/97     62
Movie Gallery                        11.000%  05/01/12     15
Muzak LLC                             9.875%  03/15/09     70
Natl Steel Corp                       8.375%  08/01/06      0
Natl Steel Corp                       9.875%  03/01/09      0
Neenah Corp                           9.500%  01/01/17     73
Neff Corp                            10.000%  06/01/15     48
New Orl Grt N RR                      5.000%  07/01/32     60
New Plan Excel                        5.250%  09/15/15     75
New Plan Realty                       6.900%  02/15/28     49
New Plan Excel                        7.500%  07/30/29     56
New Plan Realty                       7.650%  11/02/26     54
New Plan Realty                       7.680%  11/02/26     53
New Plan Realty                       7.970%  08/14/26     54
Northern Pacific RY                   3.000%  01/01/47     49
Northern Pacific RY                   3.000%  01/01/47     49
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     57
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         8.125%  03/01/19      1
Omnicare Inc                          3.250%  12/15/35     70
Oscient Pharma                        3.500%  04/15/11     32
Outback Steakhse                     10.000%  06/15/15     62
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Quality Distribu                      9.000%  11/15/10     61
Pac-West Telecom                     13.500%  02/01/09      1
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Pegasus Satellite                    12.375%  08/01/08      0
PGS Solutions                         9.625%  02/15/15     75
Phar-Mor Inc                         11.720%  12/31/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     75
Pope & Talbot                         8.375%  06/01/13     12
Pope & Talbot                         8.375%  06/01/13     15
Portola Packagin                      8.250%  02/01/12     65
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     71
Primus Telecom                        3.750%  09/15/10     56
Primus Telecom                        5.000%  06/30/09     69
Primus Telecom                        8.000%  01/15/14     50
Propex Fabrics                       10.000%  12/01/12      9
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Radio One Inc                         6.375%  02/15/13     70
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      1
Rayovac Corp                          8.500%  10/01/13     65
RDM Sports Group                     11.750%  07/15/02      3
Realogy Corp                         10.500%  04/15/14     72
Realogy Corp                         12.375%  04/15/15     60
Realty Income                         5.875%  03/15/35     71
Restaurant Co                        10.000%  10/01/13     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.375%  06/30/10     64
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      1.000%  04/15/14     69
RF Micro Devices                      1.000%  04/15/09     68
RH Donnelley                          6.875%  01/15/13     72
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          8.875%  01/15/16     70
RH Donnelley                          8.875%  10/15/17     69
Rite Aid Corp.                        6.875%  08/15/13     66
Rite Aid Corp.                        7.700%  02/15/27     57
RJ Tower Corp.                       12.000%  06/01/13      2
S3 Inc                                5.750%  10/01/03      0
Sears Roebuck AC                      6.750%  01/15/28     74
Sears Roebuck AC                      7.000%  06/01/32     73
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     71
ServiceMaster Co                      7.450%  08/15/27     54
Six Flags Inc                         4.500%  05/15/15     64
Six Flags Inc                         8.875%  02/01/10     74
Six Flags Inc                         9.625%  06/01/14     66
Six Flags Inc                         9.750%  04/15/13     67
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     60
SLM Corp                              5.000%  06/15/18     74
SLM Corp                              5.000%  06/15/19     69
SLM Corp                              5.000%  09/15/20     67
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     64
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     68
SLM Corp                              5.250%  03/15/19     72
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  06/15/28     69
SLM Corp                              5.250%  12/15/28     67
SLM Corp                              5.350%  06/15/25     68
SLM Corp                              5.350%  06/15/25     69
SLM Corp                              5.350%  06/15/28     63
SLM Corp                              5.400%  03/15/30     65
SLM Corp                              5.400%  06/15/30     60
SLM Corp                              5.450%  12/15/20     71
SLM Corp                              5.450%  03/15/23     71
SLM Corp                              5.450%  03/15/28     71
SLM Corp                              5.450%  06/15/28     71
SLM Corp                              5.450%  06/15/28     66
SLM Corp                              5.500%  03/15/19     71
SLM Corp                              5.500%  06/15/28     69
SLM Corp                              5.500%  06/15/29     68
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     64
SLM Corp                              5.500%  03/15/30     63
SLM Corp                              5.500%  06/15/30     67
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  12/15/30     60
SLM Corp                              5.500%  12/15/30     66
SLM Corp                              5.500%  03/15/18     73
SLM Corp                              5.550%  06/15/25     67
SLM Corp                              5.550%  03/15/28     72
SLM Corp                              5.550%  06/15/28     68
SLM Corp                              5.550%  03/15/29     70
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  03/15/24     75
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  06/15/29     67
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.625%  01/25/25     70
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     64
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     65
SLM Corp                              5.650%  12/15/29     59
SLM Corp                              5.650%  12/15/29     63
SLM Corp                              5.650%  03/15/30     67
SLM Corp                              5.650%  06/15/30     61
SLM Corp                              5.650%  09/15/30     67
SLM Corp                              5.650%  03/15/32     70
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     72
SLM Corp                              5.700%  03/15/30     65
SLM Corp                              5.700%  03/15/32     71
SLM Corp                              5.750%  03/15/29     71
SLM Corp                              5.750%  03/15/29     68
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  06/15/29     67
SLM Corp                              5.750%  06/15/29     64
SLM Corp                              5.750%  09/15/29     66
SLM Corp                              5.750%  09/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.800%  12/15/29     65
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.850%  09/15/29     66
SLM Corp                              5.850%  12/15/31     66
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              6.000%  06/15/21     75
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/26     72
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  12/15/26     72
SLM Corp                              6.000%  12/15/26     74
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     72
SLM Corp                              6.000%  12/15/28     74
SLM Corp                              6.000%  03/15/29     69
SLM Corp                              6.000%  06/15/29     67
SLM Corp                              6.000%  06/15/29     68
SLM Corp                              6.000%  06/15/29     74
SLM Corp                              6.000%  09/15/29     66
SLM Corp                              6.000%  09/15/29     65
SLM Corp                              6.000%  09/15/29     70
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  06/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.050%  12/15/26     70
SLM Corp                              6.050%  12/15/31     67
SLM Corp                              6.100%  09/15/21     75
SLM Corp                              6.100%  12/15/28     68
SLM Corp                              6.100%  12/15/31     64
SLM Corp                              6.150%  09/15/29     66
SLM Corp                              6.150%  09/15/29     74
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     68
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  09/15/31     74
SLM Corp                              6.250%  09/15/29     68
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.300%  09/15/31     71
SLM Corp                              6.300%  09/15/31     67
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.400%  09/15/31     69
SLM Corp                              6.500%  09/15/31     71
Spacehab Inc                          5.500%  10/15/10     60
Spansion LLC                          2.250%  06/15/16     48
Spansion LLC                         11.250%  01/15/16     71
Spectrum Brands                       7.375%  02/01/15     70
Standard Pac Corp                     6.000%  10/01/12     63
Standard Pac corp                     6.250%  04/01/14     71
Standard Pac Corp                     6.875%  05/15/11     73
Standard Pacific                      7.000%  08/15/15     71
Standard Pac corp                     7.750%  03/15/13     72
Standard Pacific                      9.250%  04/15/12     58
Stanley-Martin                        9.750%  08/15/15     50
Station Casinos                       6.500%  02/01/14     69
Station Casinos                       6.625%  03/15/18     64
Station Casinos                       6.875%  03/01/16     67
Swift Trans Co                       12.500%  05/15/17     43
Tech Olympic                          8.250%  04/01/11     55
Tekni-Plex Inc                       12.750%  06/15/10     66
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     53
Times Mirror Co                       7.250%  03/01/13     61
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     49
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      7
Tousa Inc                             9.000%  07/01/10     54
Tousa Inc                             9.000%  07/01/10     58
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     69
Toys R Us                             7.875%  04/15/13     74
TransTexas Gas                       15.000%  03/15/05      0
Trex Co Inc                           6.000%  07/01/12     70
Triad Acquis                         11.125%  05/01/13     66
Tribune Co                            4.875%  08/15/10     59
Tribune Co                            5.250%  08/15/15     51
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     50
Trump Entertnmnt                      8.500%  06/01/15     73
TXU Corp                              6.500%  11/15/24     72
TXU Corp                              6.550%  11/15/34     71
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
United Homes Inc                     11.000%  03/15/05      0
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
Vertis Inc                           10.875%  06/15/09     47
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     36
Vion Pharm Inc                        7.750%  02/15/12     67
Visteon Corp                          7.000%  03/10/14     67
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     68
Washington Mutual Pfd                 6.665%  12/31/49     68
WCI Communities                       6.625%  03/15/15     53
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     58
Werner Holdings                      10.000%  11/15/07      0
William Lyon                          7.500%  02/15/14     55
William Lyon                          7.625%  12/15/12     56
William Lyon                         10.750%  04/01/13     58
Wimar Op LLC/Fin                      9.625%  12/15/14     60
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Witco Corp                            6.875%  02/01/26     75
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     67
Young Broadcasting                   10.000%  03/01/11     71
Ziff Davis Media                     12.000%  08/12/09     22

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, 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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