TCR_Public/080304.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Tuesday, March 4, 2008, Vol. 12, No. 54

                             Headlines

AEROMED SERVICES: Section 341(a) Meeting Slated for March 10
AEROMED SERVICES: June 9 Deadline Set for Proofs of Claim Filing
ALASKA AIRLINES: Earns $135.4 Million in Year Ended December 31
ALION SCIENCE: Discusses 10-K Filing Delay in Conference Call
ALION SCIENCE: 10-K Filing Delay Cues Moody's to Review B3 Rating  

AMERICAN HOME: Seeks Extension of Plan Filing Deadline
ARMSTRONG WORLD: Completes Strategic Review Following Evaluation
ARMSTRONG WORLD: S&P Changes Outlook to Stable; Holds 'BB' Rating
ASARCO LLC: Wants to Extend PSA Contingency Date to July 6
ASCALADE COMM: To Apply for Protection from Creditors under CCAA

ASSET BACKED: Fitch Cuts Ratings on $609.1 Million Certificates
BACH HOP: Case Summary & 14 Largest Unsecured Creditors
BARNHILL'S BUFFET: Completes Sale of Restaurants to Star Buffet
BIO-RAD LABS: Earns $12.3MM For 2007 Fourth Quarter Ended Dec. 31
BLACKHAWK AUTOMOTIVE: Can Sell All Assets to Flex-N-Gate for $20MM

BMO FINANCIAL: Talks on Restructuring Apex/Sitka Trusts Ongoing
BOMBARDIER INC: S&P Keeps Positive Watch Posting of 'BB' Rating
BROOKVILLE CDO: Moody's Junks Rating on $125 Mil. Notes From 'A3'
CAREEL BAY: Poor Credit Quality Prompts Moody's Rating Downgrades
CARRINGTON MORTGAGE: Fitch Lowers Ratings on $2.6BB Certificates

CARRINGTON MORTGAGE: Fitch Chips Ratings on $894.2MM Certificates
CATHOLIC CHURCH: Fairbank's Case Summary & 20 Largest Creditors
CENTRAL ILLINOIS: Court OKs Bidding Procedure for Sale of Assets
CHARTER COMMS: Dec. 31 Balance Sheet Upside Down by $7.8 Billion
CHARTER COMMS: Fitch Puts 'CCC' ID Rating Under Negative Watch

CHIQUITA BRANDS: Enters into Commitment Letter to Refinance Loan
CHIQUITA BRANDS: Moody's Rates New Senior Bank Agreements at 'Ba3'
CHRYSLER LLC: Will Appeal Bankruptcy Court's Tooling Decision
CHRYSLER LLC: February 2008 Sales Down 14%, Fleet Sales Reduced
COLLEZIONE EUROPA: Files Chapter 11 Protection in New Jersey

COLLEZIONE EUROPA: Case Summary & 20 Largest Unsecured Creditors
COLUMBIA SUSSEX: Defaults on $960 Mil. Loan, Chancery Court Says
COOKSON SPC: 2007-1LAC And 2007-2LAC Notes Get S&P's Junk Ratings
COPANO ENERGY: Earnings Ups 30% to $21.5 Mil. for 2007 Fourth Qtr.
CREDIT-BASED: Fitch Cuts Rating on $1.5MM Certs. to B from BB

CREDIT-BASED: Fitch Junks Ratings on 22 Certificate Classes
CREDIT SUISSE: Fitch Downgrades Ratings on 39 Certificate Classes
DB ATLANTA: Failure to File Reports Cues Court to Dismiss Case
DEAN FOODS: Launches Public Offering of 18.7 Million Shares
DEAN FOODS: S&P Ratings Unaffected by Sale of 18.7 Million Shares

DECKER COLLEGE: Court OKs Settlement Providing Relief for Students
DENBURY RESOURCES: Earns $106 Mil. in Quarter Ended December 31
DELPHI CORP: Wants Plan-Filing Period Further Extended to May 31
DELPHI CORP: Court Extends Effectiveness of PBGC Letters of Credit
DFG/OLYMPUS II: Case Summary & Six Largest Unsecured Creditors

DIASYS CORP: Common Stock Delisted from OTC Bulletin Board
DRACO 2007: Nine Classes of Notes Obtain Moody's Rating Downgrades
DYNEGY INC: Incurs $46 Mil. Net Loss for the 2007 Fourth Quarter
EINSTEIN NOAH: Jan. 1 Balance Sheet Upside Down by $33.6 Million
ENERGY PARTNERS: Incurs $73.4MM Net Loss For 2007 Fourth Quarter

ENERGY PARTNERS: $100MM Pretax Charges Won't Affect S&P's B Rating
ENTERCOM COMM: Posts $9 Mil. Net Loss in Quarter ended December 31
EQUIFIRST LOAN: Fitch Chips Ratings on $650.1 Million Certificates
E*TRADE FINANCIAL: Appoints Donald Layton as CEO
E*TRADE FINANCIAL: Reaches Pact Settling $4 Million MarketXT Spat

FCDC COAL: Court Directs Chief Restructuring Officer Appointment
FCDC COAL: Court OKs $12MM Financing, Sets March 14 for Final Nod
FEDDERS CORP: Wants Exclusive Plan Filing Period Moved to April 14
FIRST HORIZON: Fitch Affirms Low-B Ratings on Nine Cert. Classes
FORD MOTOR: Discloses Plans to Return to Profitability by 2009

FORD MOTOR: February 2008 Sales in Canada Increase 4.1%
FORD MOTOR: Likely to Close Sale Deal with Tata Motors in 2nd Qtr.
FORD MOTOR: February 2008 Sales Decreases 7% at 196,681
GENERAL MOTORS: February 2008 Sales Drop 13% Compared to Last Year
GENERAL MOTORS: Appoints Frederick Henderson as President and COO

GENESCO INC: Teams with Finish Line in Asking One-Day Trial Delay
GLASSMASTER CO: Court Converts Case to Chapter 7 Liquidation
GMAC RESIDENTIAL: Fitch Junks Ratings on 18 Certificate Classes
GOLDMAN SACHS: Fitch Chips Ratings on 11 Certificate Classes
GRAY TELEVISION: Moody's Chips Rating to 'B1' on Weak Performance

HAMLIN PROPERTIES: Section 341(a) Meeting Slated for March 6
HARMONY HOLDINGS: Section 341(a) Meeting Slated for March 7
HARMONY HOLDINGS: June 5 Deadline Set for Proofs of Claim Filing
HEALTH MANAGEMENT: Earns $12.5 Mil. in Quarter Ended December 31
HERBST GAMING: Hires Goldman Sachs to Assess Strategic Options

HERBST GAMING: S&P Junks Rating on Retention of Financial Advisor
HVHC INC: S&P Changes Outlook to Negative; Retains 'BB' Ratings
ICI CONSTRUCTION: Files for Bankruptcy, Real Owner Under Dispute
IMAC CDO: Five Classes of Notes Acquire Moody's Junk Ratings
INTERPUBLIC GROUP: S&P Lifts Rating to B+; S&P Outlook is Positive

INTERSTATE HOTELS: Posts $6.7 Mil. Earnings in 2007 Fourth Quarter
JMY LLC: Case Summary & 10 Largest Unsecured Creditors
LACERTA ABS: Eroding Credit Quality Prompts Moody's Rating Cuts
LB-UBS COMMERCIAL: Fitch Holds 'BB-' Rating on $9.3MM Certificates
LEVITT AND SONS: Receiver Wants to Inspect Executory Contracts

LEVITT AND SONS: Wants to Employ Hilco as Real Estate Consultant
LEVITZ FURNITURE: Panel, et al., Support Denying Harbinger's Plea
LEVITZ FURNITURE: Harbinger and Prentice Counterattacks Objections
LIBERTY MEDIA: Earns $2.11 Billion in Year Ended December 31
LIMITED BRANDS: Earns $388.6 Mil. for Fourth Quarter Ended Feb. 2

LYNNKOHN LLC: Wants to Defer Payment of Judgment Owed to EWI Inc.
MANCHESTER INC: Gets Court OK to Hire Winston & Strawn as Counsel
MARKETXT HOLDINGS: E*TRADE Dispute Settled for $4,000,000
MASTEC INC: Posts $7.3 Mil. Net Loss for Fiscal 2007 Ended Dec. 31
MCCLATCHY CO: Moody's Puts 'Ba2' Ratings on Review for Likely Cuts

METALDYNE CORP: S&P Cuts Rating to B- on Expected Severe Pressures
MORGAN STANLEY: Fitch Rates $4.626MM Class O Certificates B-
MUGELLO ABS: Moody's Downgrades Ratings on Eroding Credit Quality
NATIONAL ENERGY: Board's Dissolution Plan to be Decided March 14
NATIONAL RETAIL: S&P Maintains 'BB+' Preferred Stock Rating

NCO GROUP: Completes $325 Million Buyout of Outsourcing Solutions
NEW CENTURY: Files Amendments to Plan Disclosure Statement
NEW CENTURY: Fitch Downgrades Ratings on $838.2 Million Certs.
NORBORD INC: Moody's Cuts Ba2 Rating on Weak Financial Performance
NUVEEN INVESTMENTS: Moody's Confirms 'B1' Corporate Family Rating

OCEAN SPRAY: Moody's Raises Rating on Preferred Stock to 'Ba2'
OCTONION I: Moody's Junks Rating on $150 Million Notes
OLD MILTON: Case Summary & 12 Largest Unsecured Creditors
ONEIDA LTD: Court Says PBGC Claims Were Discharged Under Plan
PFP HOLDINGS: Wants to Hire Bryan Cave as Bankruptcy Counsel

PFP Holdings: Section 341(a) Meeting Scheduled for March 14
PLASTECH ENGINEERED: Chrysler to Appeal Tooling Decision
PLASTECH ENGINEERED: Wants Financing Period Stretched to March 14
PLASTECH ENGINEERED: Section 341(a) Meeting Scheduled for March 14
PLASTECH ENGINEERED: Pressed by JCI to Decide on Contracts

PLASTECH ENGINEERED: Wants to File Schedules By May 19
PRB ENERGY: Working with Senior Lenders to Settle Default Disputes
PRC LLC: Obtains Final Court Okay to Use Lenders' Cash Collateral
PRC LLC: Gets Final Court Nod on $30 Million DIP Financing
PRC LLC: Wants to Reject Four Austin & Plantation Pacts

PRESTON CDO: Poor Credit Quality Prompts Moody's Rating Downgrades
QUICK SERVICE FOODS: Case Summary & 20 Largest Unsecured Creditors
REDDY ICE: Reports $6.6 Million Net Loss for 2007 Fourth Quarter
RESIDENTIAL ASSET: Fitch Junks Ratings on Four Certificate Classes
REUNION INDUSTRIES: Selling Pressure Vessel Biz for $64 Mil. Cash

ROUGE INDUSTRIES: Can File Chapter 11 Plan Until March 18
SEA CONTAINERS: Wants to Employ Navigant Consulting as Consultants
SECURITY ASSURANCE: Hires Rothschild to Review Strategic Options
SHARPER IMAGE: Ramius Capital Discloses 12.2% Equity Stake
SI INT'L: Moody's Withdraws Ratings on Amended Credit Facility

SIRVA INC: Schedules Filing Deadline Moved to March 21
SIRVA INC: Answers 360networks Group's Bid to Vacate Claims Order
SIRVA INC: Allowed to Employ TS&T as Conflicts Counsel
SIRVA INC: Allowed to Employ A&M as Restructuring Consultant
SOLUTIA INC: S&P Lifts Rating to 'B+' From 'D' on Bankruptcy Exit

SOUTHWEST FOOD: Allowed to Avail $1.5M Facility from American Bank
SPEEDEMISSIONS INC: Restated 3rd Qtr. Result Shows $16,817 Income
SPRINT NEXTEL: May File for Bankruptcy, Jefferies & Co. Says
SR TELECOM: Quebec Court Extends CCAA Stay Proceedings to May 2
STUDIO ARENA: Intends to File for Chapter 11 and Cancel Two Shows

SUGAR HILL: Case Summary & Five Largest Unsecured Creditors
SUMMIT GLOBAL: Court Turns Down Hecny Trans' Discovery Request
SUNCREST LLC: Receives Notice of Default from Zions Bank
TABERNA PREFERRED: Fitch Puts 'BB'-Rated Note Under Neg. Watch
TEMBEC INC: Moody's Probability of Default Rating Tumbles to 'D'

THORNBURG MORTGAGE: Faces Margin Calls; Receives Default Notice
THORNBURG MORTGAGE: S&P Chips Counterparty Rating to 'B-' From 'B'
TILLIM LLC: Section 341(a) Meeting Scheduled for March 10
TOWERS OF CHANNELSIDE: Files Schedules of Assets and Liabilities
TROPICANA ENTERTAINMENT: Parent Company Declared in Default

UNO RESTAURANT: Moody's Slashes Corporate Family Rating to 'Caa2'
VAN DYCK: Court Dismisses Bankruptcy Case Over Lack of Funds
WESTAR ENERGY: Reports $13.7 Mil. Earnings for 2007 Fourth Quarter
WEST PLAINS IDA: S&P Cuts Rating on $27.010MM Bonds to B+
WESTERN SPRINGS: Moody's Cuts Rating on $125M Notes From A1 to Ca

WESTWAYS FUNDING: Fitch Slashes Ratings of $31.5 Mil. Notes to BB
WHITING PETROLEUM: Posts $45.7MM Earnings for 2007 Fourth Quarter
WILLIAMS COMPANIES: Earns $225 Mil. in Quarter Ended December 31
YOUNG BROADCASTING: To Cut 11% Work Force to Save $15MM Annually

* Fitch Says Equipment Lease ABS Delinquencies Climbed in January
* Moody's Expects Continued Low Prepayment Rates on Subprime Loans
* S&P Takes Various Rating Actions on Synthetic CDO Transactions
* S&P Downgrades Ratings on Nine RMBS on Declining Credit Support
* S&P Puts Ratings on 1,887 RMBS Classes on CreditWatch Negative

* Spreads on Asset-Backed Securities Rises to Record High

* Deloitte's Sheila T. Smith Wins Executive of the Year Award
* Vera O. Kachnykewych Leads Gersten Savage's Banking and Finance

* Large Companies with Insolvent Balance Sheets

                             *********

AEROMED SERVICES: Section 341(a) Meeting Slated for March 10
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Aeromed Services Corp.'s Chapter 11 case, on March 10, 2008, at
9:00 a.m., at Ochoa Building, 500 Tanca St., 1st Floor in San
Juan, Puerto Rico.

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

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

                   About Aeromed Services Corp.

Headquartered in San Juan, Puerto Rico -- Aeromed Services Corp.
-- http://www.aeromedems.com/-- offers ambulance services.  The  
company filed for protection on Jan. 31, 2008 (Bankr. D. P.R. Case
No. 08-00518).  Alexis Fuentes Hernandez, Esq. represents the
Debtor in its restructuring efforts.  When the company filed for
protection against it creditors, it listed US$1 million to US$100
million in assets and US$1 million to US$100 million in debts.


AEROMED SERVICES: June 9 Deadline Set for Proofs of Claim Filing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rio set
June 9, 2008, as the final date for creditors of Aeromed Services
Corp. to file proofs of claim.

The Court also established Aug. 4, 2008, for governmental units to
file proofs of claim.

                        About Aeromed Services Corp.

Headquartered in San Juan, Puerto Rico -- Aeromed Services Corp.
-- http://www.aeromedems.com/-- offers ambulance services.  The  
company filed for protection on Jan. 31, 2008 (Bankr. D. P.R. Case
No. 08-00518).  Alexis Fuentes Hernandez, Esq. represents the
Debtor in its restructuring efforts.  When the company filed for
protection against it creditors, it listed US$1 million to US$100
million in assets and US$1 million to US$100 million in debts.


ALASKA AIRLINES: Earns $135.4 Million in Year Ended December 31
---------------------------------------------------------------
Alaska Airlines Inc. reported net income of $135.4 million
for the year ended Dec. 31, 2007, compared with a net loss of
$56.1 million for the year ended Dec. 31, 2006.

The 2006 results included $189.5 million of fleet transition costs
related to the company's MD-80 fleet, and a $24.8 million
restructuring charge associated with the voluntary severance
package offered to certain of the company's employees represented
by the International Association of Machinists and to the
company's flight attendants as part of new four-year collective
bargaining agreements.

Both periods include adjustments to reflect the timing of gain or
loss recognition resulting from mark-to-market fuel hedge
accounting.  The company recorded a $43.3 million gain in 2007
compared to a $78.4 million loss in 2006.

The year's most important trend was the dramatic increase in raw
and economic fuel costs and the related increase in passenger
revenue as the company attempted to pass along the increased fuel
costs.

Total operating revenues increased $377.4 million, or 14.0%, to
$3.07 billion in 2007, as compared to total operating revenues of
$2.69 billion in 2006.  The new Capacity Purchase Agreement with
Horizon made up $265.0 million of the increase, with mainline
revenues contributing $112.4 million of the increase.

Under the CPA, Alaska pays Horizon a contractual amount for the
purchased capacity in the incentive markets regardless of the
revenue collected on those flights.  The amount paid to Horizon is
generally based on Horizon's operating costs plus a margin.  
Alaska bears the inventory and revenue risk in those markets.
Accordingly, Alaska records the related passenger revenue.

For the year, total operating expenses increased $66.4 million to
$2.86 billion compared to $2.79 billion in 2006 as a result of new
purchased capacity costs recorded under the CPA with Horizon,
offset by a decline in mainline operating costs.

Net nonoperating income was $1.2 million in 2007 compared to
$4.0 million in 2006.  

Income tax expense for 2007 was $80.6 million compared to a tax
benefit of $36.1 million in 2006.

                   Line of Credit Modification

In April 2007, the company announced a Second Amendment of the
$160.0 million variable-rate credit facility, dated March 25,
2005, with a syndicate of financial institutions.  The terms of
the Second Amendment provide that any borrowings will be secured
by either aircraft or cash collateral.

The Second Amendment (i) increased the size of the facility to
$185.0 million; (ii) improved the collateral advance rates for
certain aircraft; (iii) extended the agreement by two years with a
maturity date of March 31, 2010; and (iv) repriced the credit
facility to reflect current market rates.

The company currently has no immediate plans to borrow using this
credit facility.  In July 2007, the company executed a Third
Amendment to the credit facility, which amended a covenant
restriction to allow borrowings between the company and its  
affiliates of up to $500.0 million, versus $300.0 million
previously.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$4.22 billion in total assets, $3.35 billion in total liabilities,
and $875.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?28a7

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska  
Air Group Inc. (NYSE: ALK).  Air Group is also the parent company
of Horizon Air Industries Inc. and Alaska Air Group Leasing.  
Alaska Airlines and Horizon Air together serve 92 cities through
an expansive network in Alaska, the Lower 48, Hawaii, Canada and
Mexico.

                          *     *     *

On Sept. 4, 2003, Standard & Poors' assigned its BB- corporate
credit rating on Alaska Airlines Inc.  Ratings still hold to date.  


ALION SCIENCE: Discusses 10-K Filing Delay in Conference Call
-------------------------------------------------------------
Alion Science and Technology Corporation held an Operations Update
conference call on Feb. 26, 2008 discussing, among others, the
company's delay in filing its form 10-K with Securities and
Exchange Commision.

Mike Alber, the company's acting chief financial officer, joined
by Stacy Mendler, Alion's chief operating officer and Jack Hughes,
the company's outgoing chief financial officer, released these
statements regarding this issue:

"First, as many of you will recall from the last quarterly
conference call, there was an error in the cash flow statement
contained in the 10-K that was detected after the 10-K was filed
and opined to by our auditing firm, Deloitte, last December," Mike
Alber narrated.  "All of the numbers were included in the cash
flow statement."

"However, one of the items was listed on the wrong line," Mr.
Alber continued.  "A total of about $23 million relating to the
repurchase of ESOPshares was included on the accrued liabilities
line instead of on the purchase of shares of common stock from the
ESOPtrust line."

"We are looking for the appropriate vehicle to make this
correction," Mr. Alber stated.  "When corrected, it will reduce
the amount of cash actually used to fund operations from about 28
million to about 5 million."

"It will also reduce the amount of cash provided by financing
activities from 62 million to about 39 million," Mr. Alber went on
to say.  "Second, during the review of the correction to the cash
flow statement, another separate item was raised by our outside
audit firm, related to the presentation of the ESOPequity on the
balance sheet."

"Since the founding of Alion, we have always listed the ESOPequity
as permanent, rather than temporary equity, with the inflows and
outflows reflected in additional paid in capital," Mr. Alber
explained.  "Also, noting that in the SEC filing, that
employees who have terminated their employment with Alion, may ask
for distributions from their ESOP holdings."

"Since the ESOPstock may be determined to have a temporary aspect
to it, it may be more appropriate to classify it as redeemable
common stock at the bottom of the balance sheet," Mr. Alber
elaborated.  "If so, we would show it at the bottom of the balance
sheet in lieu of the current equities section as redeemable common
stock with a value calculated by multiplying the number of
outstanding shares, by the share price value determined by our
outside valuator."

"We would then gross up the accumulated deficit resulting in no
change to the bottom line of the balance sheet," Mr. Alber
relayed.  "We expect to have both of these items fully resolved in
the next two weeks."

"If it does result in a change to the balance sheet, to the 10-K
that is currently on file, we will also take the opportunity to
correct the cash flow statement as well," Mr. Alber said.  "These
changes have no effects on the result of operations or net
assets."

"We will then immediately file our 10-Q," Mr. Alber concluded.

                       About Alion Science

Headquartered in Mclean, Virginia, Alion Science and Technology --  
http://www.alionscience.com-- is a development and research  
company that provides consulting and technology services primarily
to federal agencies.  The majority of its revenues come from
contracts with the US Department of Defense, especially the Navy.   
Its areas of specialty include marine and naval architecture and
engineering, wargaming, lab support and chemical decontamination,
wireless operations, military transformation, wireless
communications engineering, and more.  Alion operates from offices
and facilities throughout the US, generally near government
military bases and other installations.


ALION SCIENCE: 10-K Filing Delay Cues Moody's to Review B3 Rating  
-----------------------------------------------------------------
Moody's Investors Service placed Alion Science and Technology
Corporation's B3 Corporate Family Rating under review for possible
downgrade as well as ratings for the company's secured (Ba3) and
unsecured (Caa1) obligations.  At the same time the rating agency
lowered the company's Speculative Grade Liquidity rating to SGL-4
from SGL-3.  

The action follows Alion's disclosure that it was unable to timely
file its quarterly report with the SEC for the period ended
Dec. 31, 2007 which relates to a potential need to restate certain
entries to its 10-K filing for the fiscal year ended Sept. 30,
2007.  Those entries involve the accounting treatment of Alion's
outstanding common stock and the total value of ESOP shares listed
in the cash flow statement as having been repurchased by the
company.  While the company anticipates that it will be able to
file these documents in the near future, the indenture for its
unsecured notes includes provisions for filing of financial
statements with the SEC, which, subject to specified notice and
cure provisions, could also lead to technical default.

Moody's understands that Alion is fully drawn under its existing
$50 million revolving credit facility.  Moody's also understands
that the company had drawn down $26.5 million under the revolving
credit facility at the end of December.  Its September 30 10-K
filing included in current liabilities $12.1 million of interest
payable, $2.4 million of current maturities of long-term debt and
$4.8 million of payments related to acquisition obligations.

The review will consider the impact of the filing delay on the
company's liquidity profile, and the status of any existing or
pending defaults under the indenture for the company's senior
unsecured notes.

Ratings placed under review for possible downgrade

  -- Corporate Family Rating, B3
  -- Probability of Default, B3
  -- Senior Secured bank credit facilities, Ba3 (LGD-2, 16%)
  -- Senior unsecured notes, Caa1 (LGD-4, 68%)

The last rating action was on July 26, 2007 at which time the
Corporate Family Rating was lowered to B3 from B2 and a stable
outlook was assigned.

Alion Science and Technology Corporation, located in McLean,
Virginia, is an employee--owned company specializing in research,
development and engineering services related to national security,
homeland security, energy and environmental analysis.  The company
specializes in communications, wireless technology, netcentric
warfare, modeling, simulation, chemical and biological warfare,
program management, naval architecture and engineering.  Revenues
in fiscal 2007 were approximately $738 million.


AMERICAN HOME: Seeks Extension of Plan Filing Deadline
------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
seek the U.S. Bankruptcy Court for the District of Delaware's
permission to extend their exclusive periods to file a plan of
reorganization through June 2, 2008; and their exclusive period
to solicit and obtain acceptances for the plan through July 31,
2008.

The Debtors also request that the extensions be without prejudice
to their rights to request further extensions or to seek other
appropriate relief.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates the the the extensions
sought may not provide sufficient time for the Debtors to
complete the various sales and other tasks that must be completed
before a Plan can be filed and acceptances of the Plan can be
solicited.  He notes that lots of things must be done in the
bankruptcy cases before any party will be in a position to file a
Plan and accompanying disclosure statement.  However, in
consultation with the Official Committee of Unsecured Creditors,
the Debtors have determined to seek only 90-day extensions.

The Debtors assure the Court that the Creditors Committee
supports the extensions of exclusive periods they requested.  
Mr. Patton discloses that the Debtors have begun, but not yet
completed, negotiations with the Creditors Committee regarding
the terms of a consensual Plan or Plans based on adequate
information.

As with other large and complex cases, Mr. Patton insists that
the current Exclusive Periods in the bankruptcy cases did not
provide the Debtors with an adequate opportunity to develop and
negotiate a Plan.  He notes that the contested nature of nearly
every facet of the cases has prevented the Debtors and their
professionals from devoting significant attention to the
preparation and negotiation of a Plan.

In the months following the Petition Date, the Debtors have had
to work with, or vigorously litigate with, the numerous large
financial entities and other parties-in-interest with whom the
Debtors did business, to obtain approval of the sale of the
mortgage loan servicing business, Mr. Patton says.  He adds that
the Debtors also received various notices of purported defaults
from parties to the Debtors' master servicing agreements.  
Accordingly, the Debtors did not, and could not reasonably have
been expected to, formulate and negotiate a meaningful Plan.

Mr. Patton also tells the Court that, in addition to the Debtors'
continuing efforts, they have accomplished these things since the
last extension request:

   -- The Debtors have spent time working with AH Mortgage
      Acquisition Co., Inc., to facilitate the effective
      transition of the Servicing Business;

   -- The Debtors have been focused on maximizing the value of,
      and minimizing the administrative burdens related to, the
      Debtors' other major assets, like, among other things,
      marketing and selling loans and analyzing an efficient and
      appropriate disposition of the 1,500,000 mortgage loan
      files held by the Debtors through a third party vendor;

   -- The Debtors have also focused their time and resources
      towards maximizing the value of the bankruptcy estates
      through the disposition of their major assets, including:

      * authorization to create non-debtor business entities for
        the transition of the Servicing Business to AHM
        Acquisition;

      * approval to consummate a sale with Indymac Bank F.S.B.;

      * approval of procedures to return mortgage loan files to
        owners or master servicers of the mortgage loans;

      * authorization to compromise certain loans to obtain a
        greater value for the estates; and

      * approval of procedures to maximize the sale value for
        certain non-performing loans; and

   -- The Debtors have expended substantial time and resources
      addressing the numerous pending adversary proceedings and
      related discovery matters.

Mr. Patton argues that there are a variety of other tasks that
lie ahead of the Debtors.  He notes that the Debtors still have
numerous assets that may be marketed and sold, including the (i)
Debtors' federally chartered thrift and bank, which will need to
be sold in a manner consistent with strict regulatory guidelines,
(ii) certain whole loans still owned by the Debtors, and (iii)
certain other real estate holdings, like the Debtors' corporate
headquarters in Melville, New York.

The resolution of asset sales and the review and analysis of
claims will be determinative of the value available to the
Debtors' creditors, and must be considered in the formulation of
any Chapter 11 plan, Mr. Patton further points out.

Judge Sontchi will convene a hearing on March 11, 2008, at 11:00
a.m., to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Debtors' Exclusive Periods is automatically extended
until the conclusion of that hearing.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage  
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing
agent.  The Official Committee of Unsecured Creditors selected
Hahn & Hessen LLP as its counsel.  As of March 31, 2007, American
Home Mortgage's balance sheet showed total assets of
$20,553,935,000, total liabilities of $19,330,191,000.  The
Debtors' exclusive period to file a plan expires on March 3,
2008.  (American Home Bankruptcy News, Issue No. 29, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor  
215/945-7000)


ARMSTRONG WORLD: Completes Strategic Review Following Evaluation
----------------------------------------------------------------
Armstrong World Industries Inc. completed its strategic review,
disclosed in February 2007, after extensive evaluation of
alternatives, including a possible sale of Armstrong World's
individual businesses and the entire company.

Based on market conditions, including continued deterioration in
the U.S. residential housing market and dramatic tightening of the
credit markets, the board of directors concluded that it is in the
best interest of Armstrong and its shareholders to continue to
execute the company's strategic operating plan under its current
structure as a publicly traded company.

The company's projected financial position would allow the return
of $500 million of capital to shareholders in 2008, and its credit
agreements have been amended to permit this.  Seasonal cash usage
is such that the board of directors has declared a special cash
dividend of $4.50 per common share, payable on March 31, 2008, to
shareholders of record on March 11, 2008.  This special cash
dividend represents an aggregate payment of approximately
$260 million, leaving $240 million available to be returned to
shareholders later in the year if the business performs as
expected.

The board of directors based its decision to declare a special
dividend on the substantial amount of cash generated in 2007, and
on expectations that future cash generation will more than meet
the company's needs.

"Armstrong's board of directors thoroughly explored a
comprehensive range of alternatives, weighing the interests of our
shareholders, customers and employees," Michael D. Lockhart,
Armstrong chairman and chief executive officer, said.  "We believe
that Armstrong can continue to create shareholder value by
outperforming our markets with innovative products and services
that deliver value and performance."

Armstrong also stated that the Armstrong World Industries Asbestos
Personal Injury Trust has informed the company's board of
directors that it "supports the board's decision to conclude the
strategic review and pay a special dividend."  The trust further
notified Armstrong that it "currently expects to have sufficient
liquidity to pay claims against the trust for the foreseeable
future and has no present plans to dispose of company common
stock."

                       About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. (NYSE:AWI) -- http://www.armstrong.com/-- ,  
designs, manufactures and sells flooring products and ceiling
systems around the world.  It also designs, manufactures and sells
kitchen and bathroom cabinets.  Its business segments include
resilient flooring, wood flooring, building products and cabinets.
On Dec. 6, 2000, it filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court.  On Aug. 18, 2006, it emerged from
Chapter 11.  On April 3, 2006, Armstrong World acquired HomerWood
Inc.  On May 1, 2006 it acquired Capella Engineered Wood LLC, and
its parent company, Capella Inc.  On March 27, 2007, it entered
into an agreement to sell the principal operating companies in its
European textile and sports flooring business segment to
Tapijtfabriek H. Desseaux N.V. and its subsidiaries.  These
businesses were classified as discontinued at Oct. 2, 2006.


ARMSTRONG WORLD: S&P Changes Outlook to Stable; Holds 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Service revised its outlook on Armstrong
World Industries Inc. to stable from developing.  At the same
time, S&P affirmed the 'BB' corporate credit and 'BBB-' senior
secured ratings on the Lancaster, Pennsylavania-based company.
     
"The outlook change reflects Armstrong's announcement that it has
completed its strategic review process and plans to return
$500 million to shareholders during 2008," said Standard & Poor's
credit analyst Thomas Nadramia.
     
A $260 million special cash dividend will be paid on March 31,
2008, leaving $240 million available to be returned to
shareholders later in the year if the company performs as
expected.
     
"The affirmation of the corporate rating considers the company's
sizable liquidity to fund these payments, including over
$500 million of cash balances at year-end 2007.  Therefore, the
impact on existing credit metrics is expected to be minimal," Mr.
Nadramia said.
     
He added, "Despite the ongoing challenging residential
construction market, Armstrong's good cash flow characteristics
and position in the ceilings segment should enable it to maintain
a combination of adequate liquidity and credit measures consistent
with the current rating.
     
"We could revise the outlook to negative if volumes weaken more
than expected or if economic conditions materially hurt
profitability, causing credit measures to deteriorate
significantly from current levels.  We are less likely to revise
the outlook to positive in the near term given the challenging
operating environment.  However, should Armstrong continue to post
improvements to its operating margins and maintain its strong
credit metrics through the current downturn, we could consider an
outlook revision to positive."
     
Armstrong produces ceiling systems, wood and vinyl flooring, and
cabinets, with 40 manufacturing plants worldwide.


ASARCO LLC: Wants to Extend PSA Contingency Date to July 6
----------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to extend, until July 6, 2008,
the period wherein Globeville I LLC, a real estate purchaser, can
prepare and conduct discovery of ASARCO's title to the properties
for sale.

ASARCO LLC and Globeville I entered into a purchase and sale
agreement pursuant to which Globeville will buy certain of
ASARCO's real property located in Denver and Adam Counties,
Colorado, and assume the environmental liabilities attached to
those properties.

The PSA gives Globeville a period of time -- the Contingency Date
-- to conduct due diligence regarding ASARCO's title to the
properties and the properties' environmental condition.  The
Contingency Date expires on April 6, 2008.

Globeville has completed extensive due diligence work, including
environmental investigations and remediation pilot test
evaluations, regulatory negotiations, and assembling components
of a complex public financing package needed to make the project
financially feasible, Tony M. Davis, Esq., at Baker Botts, L.L.P,
in Houston, Texas, tells the Court.

Based on the due diligence work Globeville has completed, Mr.
Davis says Globeville would like to move forward with the
proposed sale but required further extension of the Contingency
Date until July 6, 2008.

                         About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.


ASCALADE COMM: To Apply for Protection from Creditors under CCAA
----------------------------------------------------------------
Ascalade Communications Inc. intends to seek protection from
creditors under the Companies' Creditors Arrangement Act with the
British Columbia Supreme Court.  Ascalade's board of directors has
determined that seeking creditor protection is in the interests of
the company, its creditors, shareholders, employees, customers and
other stakeholders.

The company relates that these actions are necessary because of
the company's inability to fund operations to meet customer
demand.  This is as a result of significant operational challenges
due to difficulty hiring and retaining workers, continued labor
and material cost increases, sustained competitive price pressures
and foreign exchange variations impacting the business.

"After the results of our operational and strategic review, our
board of directors has concluded that seeking CCAA protection is
in the best interest of the company and its stakeholders," said
John Kim, Ascalade's lead director.  "In addition, we are
exploring the sale in whole or in part of Ascalade's assets as a
key step in executing our stakeholder value strategy."  

"We anticipate working with our advisors and interested parties to
execute this strategy successfully" he added.  "In conjunction
with the application for creditor protection the company
disclosed these updates:
  
   -- The resignation from the board of directors of Brian Barry
      and Mr. Frankie Li.  The resignations took effect on
      Feb. 29, 2008.
    
   -- The formation of a special committee by the board of
      directors for the purpose of exploring restructuring
      alternatives to maximize creditor and shareholder value,
      including transactions involving the sale of all or part of
      the assets of the company.

   -- The retention of Deloitte & Touche Inc. as asset recovery
      and restructuring advisors and to support management in
      ensuring creditor and shareholder value is maximized.
    
   -- The formation of an executive project team to manage the
      restructuring process.  Under the leadership of Greg Allen,
      these executives have been retained to work on the
      restructuring project - Greg Allen, Troy Bullock, Eric Ho
      and Fred Li.
     
   -- Ascalade Communications Limited, the company's Hong Kong
      subsidiary, will be preparing to put forward a Scheme of
      Arrangement under the Hong Kong laws for the consideration
      by its creditors.
    
   -- The company plans to reduce the number of employees in its
      Canada, UK and Hong Kong offices over the next three month
      period.

"This filing is a result of the completion of our operational and
strategic review and difficulties in funding operations due to
continued significant operational and business challenges," said
Mr. Allen, Ascalade's president.  
"The company believes it has valuable assets located throughout
the world and we believe that seeking CCAA protection will allow
the company time to restructure its assets and operations and find
alternatives that are in the best interest of the company's
stakeholders," Mr. Allen added.

The intent of the CCAA filing is to enable Ascalade to continue
its day to day operations for as long as possible or until its
CCAA status changes.  The implications for Ascalade's shareholders
will not be able to be determined until the end of the
restructuring process and will depend on the terms of the
restructuring plan approved by the affected stakeholders.

The company does not intend to file, on a timely basis, its annual
financial statements and related regulatory filings.

A scheme of arrangement is an arrangement entered into between a
company and its creditors or any class of its creditors under
Section 166 of the Companies Ordinance of Hong Kong.  It becomes
legally binding on all creditors, including those voting against
the scheme and those not voting, if the requisite majority,
representing more than 50% in number and also not less than 75% in
value of the claims of creditors who - either in person or by
proxy - attend a meeting of creditors convened with the leave of
the Court, vote in favor of the scheme and the Court then approves
it.  A scheme becomes effective and legally binding when the order
of the Court sanctioning it is filed with the Registrar of
Companies for registration.

                About Ascalade Communications Inc.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSE:ACG) -- http://www.ascalade.com/ -- is an innovative product  
company that designs, develops and manufactures digital wireless
and communication products.  The company deliver products by
offering its partners and customers complete vertical integration,
from product design and development to final production.  The
company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones. Ascalade products have been
distributed in over 35 countries and under 80 regional brands.  
Ascalade also has facilities in Qingyuan, China, Hong Kong and a
sales office in Hertfordshire, United Kingdom.


ASSET BACKED: Fitch Cuts Ratings on $609.1 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Asset Backed
Securities Corporation Home Equity Loan Trust mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $129.4 million and downgrades total
$609.1 million.  Additionally, $461.4 million remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

ABSC HELT, Series RFC 2007-HE1
  -- $48.7 million class A1A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.43, LCR: 1.56);

  -- $48.7 million class A1B downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.43, LCR: 1.56);

  -- $129.4 million class A2 affirmed at 'AAA',
     (BL: 62.93, LCR: 2.26);

  -- $50.3 million class A3 rated 'AAA', remains on Rating Watch
     Negative (BL: 54.04, LCR: 1.94);

  -- $101.4 million class A4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.64, LCR: 1.56);

  -- $31.4 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 41.72, LCR: 1.5);

  -- $27.6 million class M1 downgraded to 'BB' from 'AA'
     (BL: 36.82, LCR: 1.32);

  -- $25.4 million class M2 downgraded to 'B' from 'AA-'
     (BL: 32.20, LCR: 1.15);

  -- $14.5 million class M3 downgraded to 'B' from 'AA-'
     (BL: 29.53, LCR: 1.06);

  -- $13.1 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 27.09, LCR: 0.97);

  -- $12.4 million class M5 downgraded to 'CCC' from 'A'
     (BL: 24.70, LCR: 0.89);

  -- $11.3 million class M6 downgraded to 'CCC' from 'BBB+'
     (BL: 22.44, LCR: 0.8);

  -- $11.0 million class M7 downgraded to 'CC' from 'BBB'
     (BL: 20.09, LCR: 0.72);

  -- $8.8 million class M8 downgraded to 'CC' from 'BB'
     (BL: 18.02, LCR: 0.65);

  -- $4.9 million class M9 downgraded to 'CC' from 'BB'
     (BL: 16.78, LCR: 0.6);

  -- $4.9 million class M10 downgraded to 'CC' from 'B'
     (BL: 15.62, LCR: 0.56);

  -- $7.4 million class M11 downgraded to 'CC' from 'B'
     (BL: 14.16, LCR: 0.51);

Deal Summary
  -- Originators: Residential Funding Company, LLC (100%);
  -- 60+ day Delinquency: 18.73%;
  -- Realized Losses to date (% of Original Balance): 0.26%;
  -- Expected Remaining Losses (% of Current balance): 27.89%;
  -- Cumulative Expected Losses (% of Original Balance): 22.63%.

ABSC HELT, Series AMQ 2007-HE2
  -- $98.9 million class A1 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 39.22, LCR: 1.22);

  -- $68.4 million class A2 rated 'AAA', remains on Rating Watch
     Negative (BL: 56.28, LCR: 1.76);

  -- $21.0 million class A3 downgraded to 'AA' from 'AAA'
     (BL: 48.89, LCR: 1.53);

  -- $30.1 million class A4 downgraded to 'A' from 'AAA'
     (BL: 41.74, LCR: 1.3);

  -- $13.5 million class A5 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 39.43, LCR: 1.23);

  -- $16.4 million class M1 downgraded to 'B' from 'A+'
     (BL: 34.03, LCR: 1.06);

  -- $16.4 million class M2 downgraded to 'CCC' from 'A-'
     (BL: 28.77, LCR: 0.9);

  -- $5.0 million class M3 downgraded to 'CCC' from 'BBB+'
     (BL: 27.12, LCR: 0.85);

  -- $5.0 million class M4 downgraded to 'CCC' from 'BBB'
     (BL: 25.42, LCR: 0.79);

  -- $5.7 million class M5 downgraded to 'CC' from 'BBB-'
     (BL: 23.45, LCR: 0.73);

  -- $3.8 million class M6 downgraded to 'CC' from 'BBB-'
     (BL: 22.03, LCR: 0.69);

  -- $5.2 million class M7 downgraded to 'CC' from 'BB'
     (BL: 20.06, LCR: 0.63);

  -- $4.7 million class M8 downgraded to 'CC' from 'B'
     (BL: 18.32, LCR: 0.57);

  -- $5.0 million class M9 downgraded to 'CC' from 'B'
     (BL: 16.53, LCR: 0.52);

  -- $6.8 million class M10 downgraded to 'C' from 'CCC'
     (BL: 14.47, LCR: 0.45);

Deal Summary
  -- Originators: Ameriquest Mortgage Company (100%);
  -- 60+ day Delinquency: 18.45%;
  -- Realized Losses to date (% of Original Balance): 0.08%;
  -- Expected Remaining Losses (% of Current balance): 32.02%;
  -- Cumulative Expected Losses (% of Original Balance): 29.70%.

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.


BACH HOP: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Bach Hop Jewelry Inc.
        6795 Wilson Boulevard, Suite 48
        Falls Church, VA 22044

Bankruptcy Case No.: 08-10924

Type of Business: The Debtor offers custom made jewelry.

Chapter 11 Petition Date: February 28, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Michael R. Strong, Esq.
                   (stronglawfirm@msn.com)
                  The Strong Law Firm, P.C.
                  7202 Arlington Blvd., Suite 202
                  Falls Church, VA 22042
                  Tel: (703) 204-2040
                  Fax: (703) 204-1979

Total Assets: $165,989

Total Debts:  $1,258,661

Consolidated Debtor's List of 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
S'. Juwal & Co.                vendor                $288,589
New York Office
580 5th Avenue, Suite 715A
New York, NY 10036

United Diamonds Inc.           vendor                $275,026
451 Hungerford Drive
Suite 107
Rockville, MD 20850

H.K. Mallak, Inc.              vendor                $217,641
98 Cutter Mill Road
Suite 477N
Great Neck, NY 11021

BSH Diamond Corp.              vendor                $84,161

Thai Thu                       personal loan         $76,000

S.B. Diamond Corp.             vendor                $59,144

Hieu's Diamond                 vendor                $53,190

An Mai Nguyen                  personal loan         $45,000

Coral Diamonds                 vendor                $43,784

Solar Diamonds Inc.            vendor                $32,575

K.L.H. Inc.                    vendor                $32,101

Mai Lan Nguyen                 personal loan         $30,900

JTZ Jewelry                    vendor                $11,450

RC Diamonds                    vendor                $9,100


BARNHILL'S BUFFET: Completes Sale of Restaurants to Star Buffet
---------------------------------------------------------------
Star Buffet Inc.'s subsidiary, Starlite Holdings Inc., completed
the acquisition of four additional Barnhill's buffet restaurants
-- one each in Gulfport and Moss Point, Mississippi and Apopka and
Orange City, Florida.

The acquisition was completed in conjunction with Barnhill's
Buffet Inc.'s Chapter 11 reorganization and approved by the U.S.
Bankruptcy Court of the Middle District of Tennessee.  The
purchase of these four restaurants brings the total number of
Barnhill's buffet restaurants acquired to twenty and completes
Star Buffet's plans to acquire certain Barnhill's buffet
restaurants as part of Barnhill's Buffet's plans to restructure
its operations.

Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's
Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates
a chain of restaurants, a total of 29 stores located in six
states.  Its parent company is Dynamic Acquisition Group LLC.

The company filed for chapter 11 bankruptcy on Dec. 3, 2007
(Bankr. M.D. Tenn. Case No. 07-08948) after it continued to suffer
operating losses.  William Caldwell Hancock, Esq., at The Hancock
Law Firm represents the Debtor in its restructuring efforts.  
Attorneys at MGLAW PLLC represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $50 million.


BIO-RAD LABS: Earns $12.3MM For 2007 Fourth Quarter Ended Dec. 31
-----------------------------------------------------------------
Bio-Rad Laboratories Inc. reported net income for the 2007 fourth
quarter was $12.3 million compared to $16.6 million during the
fourth quarter of the prior year.  For the full 2007 fiscal year,
the company's net income is $92.9 million, compared to
$103.2 million net income for 2006.

These results reflect non-cash charges of $12.9 million, which
includes a one-time charge of $7.7 million for purchased in-
process R & D, and approximately $5.2 million in amortization of
intangibles related to DiaMed.  Including the DiaMed acquisition,
fourth-quarter basic earnings from operations were $0.46 per
share, compared to $0.63 during the same period last year.  
Fourth-quarter gross margin was 50.8% compared to 54.1% during the
same quarter last year.  The lower margin in the most recent
quarter reflects the impact of the DiaMed acquisition including
foregone profit margin and the amortization of intangibles.

Fourth-quarter revenues were $459.6 million, up 34% compared to
$343.0 million reported for the fourth quarter of 2006.  For the
full year, sales grew by 14.7% to $1,461.0 million compared to
$1,273.9 million in 2006.  Excluding revenue from the DiaMed
acquisition, Bio-Rad sales grew by 9.8%, or 5.2% after normalizing
for the impact of currency effects.  Full-year gross margin was
54.2% compared to last year's figure of 55.9%.   Revenues,
earnings, and gross margin for 2006 were all favorably impacted by
one-time additional revenue of $11.7 million which was the result
of a licensing settlement agreement reached with bioMerieux SA in
2006.

This increase was due to a combination of organic growth across
Bio-Rad's two main product areas, the Life Science and Clinical
Diagnostics segments, as well as the addition of DiaMed Holding AG
products to the company's portfolio in the fourth quarter, which
resulted in additional revenue of $62.0 million and impacted
fourth-quarter and full-year results.  Excluding the revenue from
the DiaMed acquisition, fourth-quarter revenues were up 15.9%, or
9.0% on a currency-neutral basis, compared to the same quarter
last year.

"Operationally, 2007 was another year of progress for Bio-Rad and
one of investment as we welcomed DiaMed Holding AG into our
organization," Norman Schwartz, Bio-Rad president and chief
executive officer, said.  "As 2008 moves forward, we will continue
to explore opportunities to expand our business and improve our
operational efficiencies."

As of Dec. 31, 2007, the company's balance sheet reflected a total
assets of $1,971.5 million, total liabilities of $999.9 million
resulting to a total stockholders' equity of $971.6 million.

                    About Bio-Rad Laboratories

Headquartered in Herculed, California, Bio-Rad Laboratories Inc.
(AMEX:BIO) -- http://www.bio-rad.com-- manufactures and supplies  
the life science research, healthcare, analytical chemistry and
other markets with a range of products and systems used to
separate chemical and biological materials, and to identify,
analyze and purify their components.  Bio-Rad operates through two
segments: life science and clinical diagnostics.  Each operates in
both the United States and international markets.  Each of Bio-
Rad's segments maintains a sales force to sell its products on a
direct basis.  On Sept. 7, 2006, the company acquired the medical
diagnostics business of Provalis plc.  In October 2006, Bio-Rad
acquired Blackhawk BioSystems Inc.  In November 2006, it acquired
Ciphergen Biosystems Inc.'s ProteinChip systems business and
worldwide technology rights to its surface enhanced laser
desorption and ionization.

                       *     *     *

Bio-Rad Laboratories continues to carry Moody's Investor's
Service's 'Ba2' corporate family rating and 'Ba3' senior
subordinate debt rating, assigned in July 2003.


BLACKHAWK AUTOMOTIVE: Can Sell All Assets to Flex-N-Gate for $20MM
------------------------------------------------------------------
The Honorable Kay Woods of the United States Bankruptcy Court
for the Northern District of Ohio authorized Blackhawk Automotive
Plastics Inc. and its debtor-affiliates to sell substantially all
of their assets to Flex-N-Gate LLC for $20,768,000.

According to Court filing, auto supplier Flex-N-Gate LLC in
Illinois was named "stalking horse" bidder.

Judge Woods also authorized the Debtors to pay $400,000 break-up
fee to Flex-N-Gate, if a competing bid of any qualified bidder is
submitted at the auction.  Otherwise, the Debtors will only pay
$150,000.

As reported in the Troubled Company Reporter on Feb. 21, 2008,
the Debtors sold their operating assets, including equipment,
inventory and certain leasehold rights, located at 800
Pennsylvania Avenue in Salem, Ohio, and at 4219 U.S. Rt. 42
in Mason, Ohio.

The Debtors' 273,000-square-foot Mason manufacturing facility in
Mason, Ohio, if not included in the sale, could send at least 700
workers jobless, Business Courier of Cincinnati reports.  That
plant would close permanently, it adds.

As previously reported, Judge Woods approved the bidding procedure
proposed by the Debtors for the public sale of their assets.

                          Sale Protocol

Qualified bidders must deliver their offers no later than 5:00
p.m., on Feb. 29, 2008, at:

   W.Y. Campbell & Company,
   c/o Ty T. Clutterbuck
   1 Woodward Avenue, 26th Floor
   Detroit, MI 48226

An auction will take place March 3, 2008, at 11:00 a.m., at the
offices of Honigman, Miller, Schwartz & Cohn LLP in Detroit,
Michigan.  During the auction, qualified bidders may submit bids
in increments of at least $100,000.

A sale hearing has been set on March 5, 2008, at 10:00 a.m., to
consider approval of the Debtors' request.

                     About Blawkhawk Automotive

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP,
represent the Debtors in their restructuring efforts.  Donlin
Recano & Company Inc. provides the Debtors with claims, noticing,
balloting and distribution services.  The Debtors' schedules
disclosed total assets of $58,665,229 and total liabilities of
$51,244,592.  As of bankruptcy filing, BAP's aggregate debt to its
senior facility lenders was about $33 million.

                          *     *     *

As reported i nthe Troubled Company Reporter on Feb. 21, 2008,
the Debtors asked the Court to further extend their exclusive
period to file a Chapter 11 plan until May 19, 2008.


BMO FINANCIAL: Talks on Restructuring Apex/Sitka Trusts Ongoing
---------------------------------------------------------------
BMO Financial Group, dba Bank of Montreal, confirmed that, despite
the downgrade of the ratings of the notes of Apex Trust and Sitka
Trust by DBRS, discussions regarding the restructuring of the two
Trusts are continuing.

BMO also confirmed that a cure period of two business days is
available after a notice of default has been given by the
indenture trustee to the Trusts with respect to the inability of
the Trusts to roll their notes.

BMO said that while discussions about the restructuring of the
Trusts continue, it cannot predict the outcome of the discussions.
The bank said that the outcome of these discussions will not
impact BMO's emphasis on moving its businesses forward through a
clear focus on customers and performance management.

BMO previously disclosed that if efforts to restructure the Trusts
were not successful, it would write down its remaining investment
in the Trusts.

BMO is not and has never been the backup liquidity provider to the
Trusts.

In addition, BMO noted that these developments have no impact on
the ratings of or BMO's support for the BMO-sponsored conduits to
which BMO provides global style liquidity.

BMO also noted that there is risk of litigation should the Trusts
not successfully be restructured.  One noteholder to the trust is
disputing the return of a payment made to it in error and a swap
counterparty is disputing its obligations under an agreement and
with respect to a total return swap transaction it had previously
confirmed.  The bank stated that it is not possible to determine
the amount or probability of losses, if any, at this time.

                     CA$405 Million WriteDown

As reported in the Troubled Company Reporter yesterday, BMO
Financial, will make a CA$495 million writedown on two asset-
backed commercial-paper due to increasing woes in Canada's
securities market.

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.

                DBRS Cuts Ratings on Apex and Sitka

The TCR said that 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.

            S&P Ratings Unaffected By Likely Write-Offs

The TCR also reported that 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.

                     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.


BOMBARDIER INC: S&P Keeps Positive Watch Posting of 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings, including the
'BB' long-term corporate credit rating, on Montreal-based
Bombardier Inc. remain on CreditWatch with positive implications,
pending a review of the company's future business and financial
plans.
     
S&P placed the ratings on CreditWatch Dec. 3, 2007, following the
company's announcement to repurchase approximately $1.1 billion of
unsecured bonds on Nov. 28, 2007.  The debt reduction came into
effect on Jan. 17, 2008.
     
"The combination of reduced debt, improved cash flow from all
business segments, and significant backlog should enhance the
company's financial risk profile and improve its credit measures,"
said Standard & Poor's credit analyst Greg Pau.
     
S&P expects adjusted debt to EBITDA to improve to 3.2x for the
year ended Jan. 31, 2008, from 4.6x from the preceding fiscal
year, and funds from operations to debt to increase to 20% from
14%.
     
In the next few weeks, Standard & Poor's will review the company's
business and financial plans and discuss them with Bombardier
management.  This should allow S&P time to assess the implications
of Bombardier's new business initiatives, including those related
to the progress of its C-series aircraft development, its medium-
term business, and financial risk profile.  S&P expects to
complete the assessment and resolve the CreditWatch before
March 31, 2008.


BROOKVILLE CDO: Moody's Junks Rating on $125 Mil. Notes From 'A3'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Brookville CDO I, 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: $200,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2050

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

Class Description: $125,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $50,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $45,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $28,000,000 Class C Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: C

Class Description: $17,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

Class Description: $15,000,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee, of an event of default on Feb. 14, 2008 caused by
a failure of the Class A Sequential Pay Ratio to be greater than
or equal to 100 per cent pursuant Section 5.1(j) of the Terms
Supplement to the Indenture dated April 26, 2007.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of 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 A-1 Notes remains on review for possible further action.


CAREEL BAY: Poor Credit Quality Prompts Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Careel Bay CDO Limited.  Three of these ratings
were left on review by Moody's for possible further downgrade.  
The notes affected by this rating actions are:

Class Description: $500,000,000 Class A1S Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $80,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $52,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $46,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $32,000,000 Class B Secured Deferrable Interest
Floating Rate Notes Due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: C

Class Description: $10,000,000 Class C Secured Deferrable Interest
Floating Rate Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Feb. 11, 2008, of an event of default caused by
a failure of the Senior Credit Test to be satisfied, as required
under Section 5.1(h) of the Indenture dated Jan. 10, 2007.

Careel Bay CDO Limited is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

As provided in Article 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.

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


CARRINGTON MORTGAGE: Fitch Lowers Ratings on $2.6BB Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on eight Carrington
Mortgage Loan Trust mortgage pass-through certificate
transactions.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are now removed.  
Affirmations total $3.7 billion and downgrades total $2.6 billion.  
Additionally, $221.4 million remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Series 2006-FRE1
  -- $63.7 million class A-1 affirmed at 'AAA'
     (BL: 96.80, LCR: 2.29);

  -- $193.6 million class A-2 downgraded to 'AA' from 'AAA'
     (BL: 66.93, LCR: 1.58);

  -- $145.7 million class A-3 downgraded to 'A' from 'AAA'
     (BL: 58.24, LCR: 1.38);

  -- $47.0 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 55.43, LCR: 1.31);

  -- $48.0 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 49.79, LCR: 1.18);

  -- $44.5 million class M-2 downgraded to 'B' from 'AA'
     (BL: 44.36, LCR: 1.05);

  -- $27.0 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 40.94, LCR: 0.97);

  -- $24.6 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 37.77, LCR: 0.89);

  -- $23.4 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 34.73, LCR: 0.82);

  -- $21.1 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 31.84, LCR: 0.75);

  -- $19.9 million class M-7 downgraded to 'CC' from 'A-'
     (BL: 28.99, LCR: 0.68);

  -- $17.6 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 26.45, LCR: 0.62);

  -- $13.5 million class M-9 downgraded to 'CC' from 'BBB+'
     (BL: 24.46, LCR: 0.58);

  -- $14.6 million class M-10 downgraded to 'CC' from 'BBB+'
     (BL: 22.71, LCR: 0.54).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 34.60%;
  -- Realized Losses to date (% of Original Balance): 0.26%;
  -- Expected Remaining Losses (% of Current balance): 42.33%;
  -- Cumulative Expected Losses (% of Original Balance): 28.03%.

Series 2006-NC1
  -- $44.1 million class A-1 affirmed at 'AAA'
     (BL: 99.57, LCR: 5.53);

  -- $188.7 million class A-2 affirmed at 'AAA'
     (BL: 69.28, LCR: 3.85);

  -- $250.4 million class A-3 affirmed at 'AAA'
     (BL: 54.78, LCR: 3.04);

  -- $81.7 million class A-4 affirmed at 'AAA'
     (BL: 52.13, LCR: 2.90);

  -- $52.6 million class M-1 affirmed at 'AA+'
     (BL: 44.50, LCR: 2.47);

  -- $49.0 million class M-2 affirmed at 'AA'
     (BL: 39.80, LCR: 2.21);

  -- $28.8 million class M-3 affirmed at 'AA-'
     (BL: 36.77, LCR: 2.04);

  -- $26.7 million class M-4 affirmed at 'A+'
     (BL: 33.81, LCR: 1.88);

  -- $24.5 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 31.01, LCR: 1.72);

  -- $22.3 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 28.38, LCR: 1.58);

  -- $20.2 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 25.88, LCR: 1.44);

  -- $15.9 million class M-8 downgraded to 'BB' from 'BBB'
     (BL: 23.91, LCR: 1.33);

  -- $14.4 million class M-9 downgraded to 'B' from 'BBB-'
     (BL: 22.07, LCR: 1.23);

  -- $14.4 million class M-10 downgraded to 'B' from 'BBB-'
     (BL: 20.68, LCR: 1.15).

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 20.10%;
  -- Realized Losses to date (% of Original Balance): 0.46%;
  -- Expected Remaining Losses (% of Current balance): 17.99%;
  -- Cumulative Expected Losses (% of Original Balance): 11.74%.

Series 2006-NC2
  -- $49.7 million class A-1 affirmed at 'AAA'
     (BL: 99.03, LCR: 3.86);

  -- $199.5 million class A-2 affirmed at 'AAA'
     (BL: 64.08, LCR: 2.50);

  -- $99.2 million class A-3 affirmed at 'AAA'
     (BL: 57.37, LCR: 2.24);

  -- $41.8 million class A-4 affirmed at 'AAA'
     (BL: 55.54, LCR: 2.17);

  -- $41.4 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 46.77, LCR: 1.82);

  -- $48.0 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 40.16, LCR: 1.57);

  -- $17.9 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 37.48, LCR: 1.46);

  -- $17.9 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 34.63, LCR: 1.35);

  -- $17.9 million class M-5 downgraded to 'B' from 'A'
     (BL: 31.63, LCR: 1.23);

  -- $16.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 28.65, LCR: 1.12);

  -- $16.5 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 25.57, LCR: 1.00);

  -- $12.2 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 23.20, LCR: 0.90);

  -- $8.5 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 21.40, LCR: 0.83);

  -- $10.8 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 19.49, LCR: 0.76).

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 25.64%;
  -- Realized Losses to date (% of Original Balance): 0.40%;
  -- Expected Remaining Losses (% of Current balance): 25.65%;
  -- Cumulative Expected Losses (% of Original Balance): 17.51%.

Series 2006-NC3
  -- $181.6 million class A-1 affirmed at 'AAA'
     (BL: 76.91, LCR: 3.06);

  -- $339.2 million class A-2 affirmed at 'AAA'
     (BL: 56.73, LCR: 2.26);

  -- $195.9 million class A-3 affirmed at 'AAA'
     (BL: 50.49, LCR: 2.01);

  -- $84.5 million class A-4 downgraded to 'AA' from 'AAA'
     (BL: 48.75, LCR: 1.94);

  -- $90.0 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 40.58, LCR: 1.61);

  -- $82.8 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 34.02, LCR: 1.35);

  -- $24.7 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 31.95, LCR: 1.27);

  -- $41.4 million class M-4 downgraded to 'B' from 'A+'
     (BL: 28.41, LCR: 1.13);

  -- $30.3 million class M-5 downgraded to 'B' from 'A'
     (BL: 25.71, LCR: 1.02);

  -- $23.1 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 23.55, LCR: 0.94);

  -- $23.1 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 21.28, LCR: 0.85);

  -- $16.7 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 19.55, LCR: 0.78);

  -- $21.5 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 17.18, LCR: 0.68);

  -- $18.3 million class M-10 downgraded to 'CC' from 'BB'
     (BL: 15.45, LCR: 0.61).

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 22.66%;
  -- Realized Losses to date (% of Original Balance): 0.26%;
  -- Expected Remaining Losses (% of Current balance): 25.15%;
  -- Cumulative Expected Losses (% of Original Balance): 19.42%.

Series 2006-NC4
  -- $135.2 million class A-1 affirmed at 'AAA'
     (BL: 70.21, LCR: 3.01);

  -- $133.3 million class A-2 affirmed at 'AAA'
     (BL: 56.91, LCR: 2.44);

  -- $218.7 million class A-3 affirmed at 'AAA'
     (BL: 50.40, LCR: 2.16);

  -- $97.6 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 46.88, LCR: 2.01);

  -- $279.1 million class A-5 affirmed at 'AAA',
     (BL: 56.91, LCR: 2.44);

  -- $91.4 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 40.56, LCR: 1.74);

  -- $76.0 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 34.81, LCR: 1.49);

  -- $25.1 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 32.87, LCR: 1.41);

  -- $42.0 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 29.48, LCR: 1.27);

  -- $29.9 million class M-5 downgraded to 'B' from 'A'
     (BL: 26.95, LCR: 1.16);

  -- $21.8 million class M-6 downgraded to 'B' from 'A-'
     (BL: 25.04, LCR: 1.08);

  -- $25.9 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 22.70, LCR: 0.97);

  -- $17.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 21.08, LCR: 0.91);

  -- $22.7 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 18.74, LCR: 0.80).

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 21.65%;
  -- Realized Losses to date (% of Original Balance): 0.16%;
  -- Expected Remaining Losses (% of Current balance): 23.29%;
  -- Cumulative Expected Losses (% of Original Balance): 18.65%.

Series 2006-NC5
  -- $135.9 million class A-1 affirmed at 'AAA'
     (BL: 67.80, LCR: 2.46);

  -- $125.8 million class A-2 affirmed at 'AAA'
     (BL: 54.49, LCR: 1.98);

  -- $142.8 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 49.69, LCR: 1.80);

  -- $36.4 million class A-4 downgraded to 'AA' from 'AAA'
     (BL: 48.84, LCR: 1.77);

  -- $245.6 million class A-5 affirmed at 'AAA'
     (BL: 54.49, LCR: 1.98);

  -- $67.6 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 41.34, LCR: 1.5);

  -- $64.7 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 35.13, LCR: 1.27);

  -- $21.8 million class M-3 downgraded to 'B' from 'AA'
     (BL: 32.92, LCR: 1.19);

  -- $31.8 million class M-4 downgraded to 'B' from 'A+'
     (BL: 29.66, LCR: 1.08);

  -- $24.1 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 27.10, LCR: 0.98);

  -- $16.5 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 25.25, LCR: 0.92);

  -- $20.6 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 22.83, LCR: 0.83);

  -- $12.9 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 21.19, LCR: 0.77);

  -- $17.6 million class M-9 downgraded to 'CC' from 'BBB'
     (BL: 18.84, LCR: 0.68);

  -- $20.6 million class M-10 downgraded to 'CC' from 'BB+'
     (BL: 16.53, LCR: 0.60).

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 20.53%;
  -- Realized Losses to date (% of Original Balance): 0.12%;
  -- Expected Remaining Losses (% of Current balance): 27.58%;
  -- Cumulative Expected Losses (% of Original Balance): 24.06%.

Series 2006-OPT1
  -- $290.0 million class A-3 affirmed at 'AAA'
     (BL: 55.11, LCR: 2.28);

  -- $17.7 million class A-4 affirmed at 'AAA'
     (BL: 54.03, LCR: 2.24);

  -- $36.4 million class M-1 rated 'AA+', remains on Rating Watch
     Negative (BL: 47.01, LCR: 1.95);

  -- $34.4 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 41.23, LCR: 1.71);

  -- $20.4 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 37.63, LCR: 1.56);

  -- $18.4 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 34.31, LCR: 1.42);

  -- $16.9 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 31.19, LCR: 1.29);

  -- $15.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 28.18, LCR: 1.17);

  -- $14.9 million class M-7 downgraded to 'B' from 'A-'
     (BL: 25.21, LCR: 1.04);

  -- $13.0 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 22.61, LCR: 0.94);

  -- $10.5 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 20.41, LCR: 0.84);

  -- $12.5 million class M-10 downgraded to 'CCC' from 'BBB'
     (BL: 18.35, LCR: 0.76).

Deal Summary
  -- Originators: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 24.00%;
  -- Realized Losses to date (% of Original Balance): 0.38%;
  -- Expected Remaining Losses (% of Current balance): 24.17%;
  -- Cumulative Expected Losses (% of Original Balance): 13.99%.

Series 2006-RFC1
  -- $63.4 million class A-1 affirmed at 'AAA',
     (BL: 88.99, LCR: 3.45);

  -- $134.1 million class A-2 affirmed at 'AAA',
     (BL: 60.80, LCR: 2.36);

  -- $87.5 million class A-3 affirmed at 'AAA',
     (BL: 52.89, LCR: 2.05);

  -- $41.0 million class A-4 rated 'AAA', remains on Rating Watch
     Negative (BL: 49.01, LCR: 1.90);

  -- $30.0 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 44.04, LCR: 1.71);

  -- $28.0 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 38.99, LCR: 1.51);

  -- $16.5 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 35.81, LCR: 1.39);

  -- $15.0 million class M-4 downgraded to 'BB' from 'AA'
     (BL: 32.78, LCR: 1.27);

  -- $14.6 million class M-5 downgraded to 'B' from 'AA-'
     (BL: 29.77, LCR: 1.15);

  -- $12.7 million class M-6 downgraded to 'B' from 'A+'
     (BL: 27.08, LCR: 1.05);

  -- $12.3 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 24.39, LCR: 0.95);

  -- $10.8 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 21.99, LCR: 0.85);

  -- $7.7 million class M-9 downgraded to 'CCC' from 'BBB+'
     (BL: 20.15, LCR: 0.78);

  -- $8.8 million class M-10 downgraded to 'CC' from 'BBB'
     (BL: 18.42, LCR: 0.71).

Deal Summary
  -- Originators: 100% Residential Funding Corp.;
  -- 60+ day Delinquency: 24.11%;
  -- Realized Losses to date (% of Original Balance): 0.62%;
  -- Expected Remaining Losses (% of Current balance): 25.79%;
  -- Cumulative Expected Losses (% of Original Balance): 17.79%.

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.


CARRINGTON MORTGAGE: Fitch Chips Ratings on $894.2MM Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on six Carrington
Mortgage Loan Trust mortgage pass-through certificate
transactions.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.  
Affirmations total $689.5 million and downgrades total
$894.2 million.  Additionally, $628 million remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Series 2007-FRE1
  -- $320.5 million class A-1 affirmed at 'AAA'
     (BL: 60.04, LCR: 2.25);

  -- $143.4 million class A-2, rated 'AAA', remains on Rating
     Watch Negative (BL: 51.25, LCR: 1.92);

  -- $143.3 million class A-3 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 45.28, LCR: 1.7);

  -- $26.4 million class A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.46, LCR: 1.67);

  -- $58.5 million class M-1 downgraded to 'BB' from 'AA-'
     (BL: 37.76, LCR: 1.42);

  -- $40.4 million class M-2 downgraded to 'B' from 'A+'
     (BL: 32.98, LCR: 1.24);

  -- $20.7 million class M-3 downgraded to 'B' from 'A'
     (BL: 30.40, LCR: 1.14);

  -- $17.7 million class M-4 downgraded to 'B' from 'A-'
     (BL: 28.05, LCR: 1.05);

  -- $16.7 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 25.81, LCR: 0.97);

  -- $15.1 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 23.73, LCR: 0.89);

  -- $14.6 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL: 21.83, LCR: 0.82);

  -- $13.6 million class M-8 downgraded to 'CCC' from 'BB'
     (BL: 20.11, LCR: 0.76);

  -- $12.6 million class M-9 downgraded to 'CC' from 'B'
     (BL: 18.61, LCR: 0.70);

  -- $14.1 million class M-10 downgraded to 'CC' from 'B'
     (BL: 17.27, LCR: 0.65).

Deal Summary
  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 16.54%;
  -- Realized Losses to date (% of Original Balance): 0.02%;
  -- Expected Remaining Losses (% of Current balance): 26.63%;
  -- Cumulative Expected Losses (% of Original Balance): 24.01%.

Series 2007-HE1
  -- $119.4 million class A-1 affirmed at 'AAA'
     (BL: 72.78, LCR: 2.64);

  -- $64.5 million class A-2, rated 'AAA', remains on Rating Watch
     Negative (BL: 52.40, LCR: 1.90);

  -- $42.8 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 43.96, LCR: 1.59);

  -- $20 million class A-4 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 41.51, LCR: 1.50);

  -- $26.9 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 32.66, LCR: 1.18);

  -- $17.3 million class M-2 downgraded to 'B' from 'AA'
     (BL: 28.16, LCR: 1.02);

  -- $7.9 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 25.80, LCR: 0.93);

  -- $7.1 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 23.58, LCR: 0.85);

  -- $6.5 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 21.51, LCR: 0.78);

  -- $6.3 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 19.38, LCR: 0.70);

  -- $6 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 17.37, LCR: 0.63);

  -- $5.8 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 15.61, LCR: 0.57);

  -- $5.2 million class M-9 downgraded to 'CC' from 'BBB'
     (BL: 14.35, LCR: 0.52).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 10.14%;
  -- Realized Losses to date (% of Original Balance): 0.00%;
  -- Expected Remaining Losses (% of Current balance): 27.61%;
  -- Cumulative Expected Losses (% of Original Balance): 25.70%.

Series 2007-RFC1
  -- $249.5 million class A-1 affirmed at 'AAA'
     (BL: 62.87, LCR: 2.09);

  -- $123.1 million class A-2, rated 'AAA', remains on Rating
     Watch Negative (BL: 53.29, LCR: 1.77);

  -- $107.4 million class A-3 downgraded to 'AA' from 'AAA' and
     remains on Rating Watch Negative (BL: 47.84, LCR: 1.59);

  -- $42.2 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 42.99, LCR: 1.43);

  -- $49.4 million class M-1 downgraded to 'B' from 'AA-'
     (BL: 35.22, LCR: 1.17);

  -- $41.1 million class M-2 downgraded to 'B' from 'A+'
     (BL: 29.71, LCR: 0.99);

  -- $15.7 million class M-3 downgraded to 'CCC' from 'A-'
     (BL: 27.76, LCR: 0.92);

  -- $22.7 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 25.03, LCR: 0.83);

  -- $13.1 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 23.44, LCR: 0.78);

  -- $11.8 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 21.99, LCR: 0.73);

  -- $16.2 million class M-7 downgraded to 'CC' from 'BB'
     (BL: 19.92, LCR: 0.66);

  -- $7 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 18.98, LCR: 0.63);

  -- $11.4 million class M-9 downgraded to 'CC' from 'B'
     (BL: 17.39, LCR: 0.58);

  -- $10.5 million class M-10 downgraded to 'CC' from 'B'
     (BL: 16.23, LCR: 0.54).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 22.73%;
  -- Realized Losses to date (% of Original Balance): 0.10%;
  -- Expected Remaining Losses (% of Current balance): 30.10%;
  -- Cumulative Expected Losses (% of Original Balance): 25.93%.

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.


CATHOLIC CHURCH: Fairbank's Case Summary & 20 Largest Creditors
---------------------------------------------------------------
Debtor: Catholic Bishop of Northern Alaska
        aka Catholic Diocese of Fairbanks
        aka The Diocese of Fairbanks
        aka CBNA
        1316 Peger Road
        Fairbanks, AK 99709-5199
        Tel: (907) 374-9500

Bankruptcy Case No.: 08-00110

Type of Business: The Debtor owns and manages the Catholic diocese
                  of Fairbanks in Alaska.  See
                  http://www.cbna.info/

Chapter 11 Petition Date: March 1, 2008

Court: District of Alaska

Judge: Donald MacDonald IV

Debtor's Counsel: Susan G. Boswell, Esq.
                     (sboswell@quarles.com)
                  Quarles & Brady, L.L.P.
                  One South Church Avenue
                  Tucson, AZ 85701
                  Tel: (520) 770-8713
                  Fax: (520) 770-2222
                  http://www.quarles.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Oregon Province of Society of  Amount due for        $220,677
P.O. Box 86010                 acquisition of
Jesus Portland, OR 97286-0010  property

Alaska Conference of Catholic  Insurance             $200,000
Bishops, Inc.                  Premium
415 6th Street, Suite 300
Juneau, AK 99801

Busch, Thomas A.               Employee              $61,165
3116 Pleasant Drive
Anchorage, AK 99502

Internal Revenue               Taxes related to      $50,000
Service                        prepetition
                               period due
                               postpetition

Bowder, Rev. George            Employee              $40,902

Schmidt, Norman E.             Employee              $33,501

Mt. Angel Abbey,               Note                  $20,000

Korchin, Paul D.               Employee              $19,649

Desrochers, Andreira C.        Employee              $15,261

Mantei, Robert G.              Employee              $13,128

Immaculate Conception Parish   Services paid         $10,975

Rensink, Derrik D.             Employee              $10,217

Radich, Sr. Kathy              Employee              $9,950

Poirrier, Kathleen L.          Employee              $7,952

Sacred Heart Cathedral         Services paid         $7,830

Tam, Patrick C.W.              Employee              $7,362

Marx, SNJM, Sr. Marilyn        Employee              $7,107

Walter, Patricia T.            Employee              $6,777

Berger Schmidt, Lynette C.     Employee              $6,580

Johnson, Betty J.              Employee              $4,942



CENTRAL ILLINOIS: Court OKs Bidding Procedure for Sale of Assets
----------------------------------------------------------------
The Hon. Thomas L. Perkins of the United States Bankruptcy Court
for the Central District of Illinois approved the proposed bidding
procedure filed by Central Illinois Energy LLC for the sale of
substantially all of its assets to Newco LLC for $80,000,000.

Newco is a limited liability company to be formed by the lenders
under a certain $87,500,000 secured credit facility dated
April 24, 2006.

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

As reported in the Troubled Company Reporter on Feb. 28, 2008
Newco purchased the assets subject to any valid, perfected
Mechanic's lien claims; provided that Newco would have the benefit
of any defenses, counterclaims and all other rights of the Debtor
to be asserted against the holders of Mechanic's lien claims.

As reported in the Troubled Company Reporter on Feb. 8, 2008
Credit Suisse Group, agent for secured lenders with $95 million
claims, won't lend money to the Debtor for the construction of the
plant until it's sold.  The plant was designed to process around
37 million gallons of ethanol per year, he adds.

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

                        Sale Protocol

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

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

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

Judge Perkins set a hearing on April 9, 2008, at 10:00 a.m.,
whether to approve the sale of the Debtor's assets.

                  About Central Illinois Energy

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


CHARTER COMMS: Dec. 31 Balance Sheet Upside Down by $7.8 Billion
----------------------------------------------------------------
Charter Communications Inc.'s balance sheet as of Dec. 31, 2007
showed total assets of $14.6 billion, total liabilities of
$22.5 billion resulting to a total shareholders' deficiency of
$7.8 billion.

Net loss for the fourth quarter of 2007 ended Dec. 31 was
$468 million compared to the fourth quarter of 2006 reported net
loss of $396 million.

Net loss for the full year 2007 was $1.616 billion compared to the
full year 2006 net loss of $1.370 billion.

Net loss increased year over year due to a $148 million charge
related to the early retirement of debt in 2007, while a
$101 million gain related to the early retirement of debt was
recorded in 2006.  Additionally, in 2006 a $200 million gain was
recorded related to the sale of discontinued operations.

Total revenues for the 2007 fourth quarter was $1.5 billion
compared to $1.4 billion revenues for the 2006 fourth quarter.  
For the full year ended Dec. 31, 2007, the company generated
revenues of $6.0 billion, in comparison with $5.5 billion revenues
of fiscal 2006.

"I am pleased with the consistency of Charter's performance and
its continuing success in building operational momentum," Paul G.
Allen, charter chairman of the board and controlling shareholder,
said.  "In 2007, Neil and our management team executed our
strategic plans and drove operational and financial improvement."

"All of Charter's employees deserve recognition for the Company's
performance, and I am proud of their efforts," Mr. Allen
continued.  "We expect the Charter Bundle and Charter Business
Bundle to continue to be the primary platform for success in 2008,
and I am encouraged about the prospects for Charter as we continue
to improve the experience for our customers."

"I am pleased to be announcing year-over-year double-digit pro
forma revenue and adjusted EBITDA growth for the fifth consecutive
quarter," Neil Smit, president and chief executive officer, said.  
"We have momentum coming out of 2007 and we remain disciplined in
targeting our operating, marketing and capital investments to grow
the business."

Operating income from continuing operations was $85 million in the
fourth quarter of 2007, compared to $163 million in the fourth
quarter of 2006.  The decrease was primarily related to a
$178 million impairment of franchises in the fourth quarter of
2007.  No comparable charge occurred in the fourth quarter of
2006.

Expenditures for property, plant, and equipment for the fourth
quarter of 2007 were $354 million, compared to fourth quarter 2006
expenditures of $308 million.  The increase in capital
expenditures primarily reflects year-over-year increases in
customer premise equipment and support capital.

There were no net cash flows generated or used in operating
activities during the fourth quarter of 2007, compared to $25
million of net cash flows used in operating activities for the
fourth quarter of 2006.

Operating costs and expenses were $3.891 billion, an increase of
8.4% compared to year-ago actual results.

Operating income from continuing operations increased to
$548 million for the full year 2007, compared to $367 million in
the full year 2006.  The primary drivers of the increase in
operating income were increased revenues and higher margins year
over year.

Net cash flows from operating activities for the full year 2007
were $327 million, compared to $323 million for the full year
2006.

As of Dec. 31, 2007, Charter had $19.908 billion in long-term debt
and $75 million of cash on hand.  Availability under the company's
revolving credit facility totaled approximately $1.0 billion at
year end, none of which was limited by covenant restrictions.   
Charter expects that cash on hand, cash flows from operating
activities, and amounts available under its credit facilities will
be adequate to meet its projected cash needs through the second or
third quarter of 2009 and thereafter will not be sufficient to
fund such needs.  Charter will therefore need to obtain additional
sources of liquidity by early 2009.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband   
communications company and a publicly traded cable operator in the
United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.


CHARTER COMMS: Fitch Puts 'CCC' ID Rating Under Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed Charter Communications, Inc.'s 'CCC'
Issuer Default Rating and the IDRs and individual issue ratings of
Charter's subsidiaries on Rating Watch Negative.  Approximately
$19.9 billion of debt outstanding as of Dec. 31, 2007 is effected
by Fitch's action.

The Rating Watch reflects Fitch's concern that Charter will not
have access to sufficient liquidity to fund its business and
address approximately $237 million of non bank maturities in 2009.  
Charter's operations are dependant on continued access to its
revolver and open access to capital markets as Fitch expects that
Charter will continue to generate negative free cash flow
throughout the ratings horizon.  During 2007 Charter's free cash
flow deficit was approximately $919 million.  Fitch believes that
available proceeds from Charter's revolver, totaling approximately
$1.0 billion as of year-end 2007 along with existing cash and cash
flow generated from operations will provide Charter sufficient
funding to operate through year-end 2008 and into the early part
of 2009; however, Fitch anticipates that Charter will require
approximately $700 million of additional financing to fund its
business through 2009.

In Fitch's opinion Charter's access to additional liquidity beyond
the capacity of the current revolver is uncertain given current
capital market conditions.  Charter does have the ability to
request an incremental term loan facility of up to $1.0 billion
within its current credit facility, but such a request is subject
to agreement with lenders on, among other things, pricing, closing
date, maturity date, and amortization schedule.  It is Fitch's
opinion that current capital and bank market conditions will make
it difficult for Charter to secure commitments to fund the
incremental term loan.

In addition to liquidity concerns through 2009, Charter has
approximately $2.3 billion of scheduled maturities in 2010
including $2.2 billion at is wholly owned subsidiary CCH II, LLC
presenting additional refinancing risk within Charter's credit
profile.  As of the end of 2007, approximately $9.9 billion of
Charter's $19.9 billion of debt was senior to the debt outstanding
at CCH II, LLC.  Leverage at CCH II, LLC was 5.34 times at the end
of 2007.

The Ratings Watch will likely be in place until Charter clearly
demonstrates that the company has sufficient liquidity in place to
fund its business through 2009.  Fitch notes that the Recovery
Ratings assigned to Charter's unsecured debt may be pressured as
Fitch believes that the proportion of secured debt within
Charter's capital structure can potentially increase as the
company resolves its liquidity position.

Overall, Fitch's ratings reflect Charter's highly levered balance
sheet, its substantial free cash flow deficits and the company's
relatively weak subscriber clustering profile.  Fitch believes
that Charter will continue to generate negative free cash flow
given the company's capital structure, ongoing capital
expenditures and cash interest requirements.  While acknowledging
the improvements made to Charter's operating profile, Fitch does
not expect any meaningful de-leveraging of Charter's balance sheet
over the current rating horizon.

Charter's ratings also incorporate the increasingly competitive
operating environment as Verizon Communications, Inc. and AT&T,
Inc. gain scale within their respective fiber network builds and
direct broadcast satellite providers aggressively market high
definition television to protect market share.  The competitive
threat posed by the RBOCs will continue to grow over Fitch's
rating horizon adding incremental risk to Charter's operating
profile.  Charter estimates that the company has about a 64%
overlap with AT&T and a 20% overlap with Verizon.  However, on a
combined basis AT&T and Verizon are actively marketing their
facilities based video service to only 6% to 7% of Charter's homes
passed.

Fitch has placed these ratings on Ratings Watch Negative:

Charter Communications, Inc.
  -- IDR 'CCC';
  -- Convertible senior notes 'CCC/RR4'.

Charter Communications Holdings, LLC
  -- IDR 'CCC';
  -- Senior unsecured notes 'CCC/RR4'.

CCH I Holdings, LLC
  -- IDR 'CCC';
  -- Senior unsecured notes 'CCC/RR4'.

CCH I, LLC
  -- IDR 'CCC';
  -- Senior secured notes 'CCC/RR4'.

CCH II, LLC
  -- IDR 'CCC';
  -- Senior unsecured notes 'CCC/RR4'.

CCO Holdings, LLC
  -- IDR 'CCC';
  -- Senior secured notes 'CCC/RR4';
  -- Third lien term loan 'B/RR1'.

Charter Communications Operating, LLC
  -- IDR 'CCC'
  -- Senior secured credit facility 'B/RR1'
  -- Senior secured second lien notes 'B/RR1'


CHIQUITA BRANDS: Enters into Commitment Letter to Refinance Loan
----------------------------------------------------------------
Chiquita and its main operating subsidiary, Chiquita Brands LLC
entered into a commitment letter, dated Feb. 4, 2008, with
Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank
Nederland", New York Branch to refinance a CBL existing senior
secured revolving credit facility and a portion of its outstanding
term loan C with a new six-year secured credit facility, including
a $200 million revolving credit facility and a $200 million term
loan.

On Feb. 12, 2008, Chiquita issued $200 million of 4.25%
convertible senior notes due Aug. 15, 2016, the net proceeds of
which were used to repay a portion of term loan C.

Chiquita said the commitment letter contains financial maintenance
covenants that provide greater flexibility than those in CBL's
existing senior secured credit facility.  The company expects this
new credit facility and term loan to close by March 31, 2008.

The company is currently in compliance with the amended covenants
under the CBL facility and it expects to remain in compliance with
the existing CBL credit facility.

Chiquita said in a regulatory filing with the Securities and
Exchange Commission that in the event the company is unable to
complete the refinancing and its business performance deteriorates
compared to current expectations, or even if it completes the
refinancing, its financial performance deteriorates significantly
below current expectations, it could default under the applicable
financial covenants.

As of Dec. 31, 2007, Chiquita's indebtedness was approximately
$814 million.  Chiquita said its high level of indebtedness limits
its ability to borrow additional funds and requires it to dedicate
a substantial portion of its cash flow from operations to service
debt, thereby reducing the availability of its cash flow to fund
working capital, capital expenditures and other general corporate
expenditures.

                     About Chiquita Brands

Headquartered in Cincinnati, Ohio, Chiquita Brands International
Inc. (NYSE:CQB) -- http://www.chiquita.com/-- operates as an  
international marketer and distributor of bananas and other fresh
produce sold under the Chiquita and other brand names in over 80
countries.  It sells packaged salads under the Fresh Express brand
name primarily in the United States.  The company also distributes
and markets fresh-cut fruit and other branded, value-added fruit
products.  Chiquita operates its business through three segments:
the banana segment includes the sourcing, transportation,
marketing and distribution of bananas; the fresh select segment
includes the sourcing, marketing and distribution of whole fresh
fruits and vegetables other than bananas, and the fresh cut
segment includes value-added salads, foodservice and fresh-cut
fruit operations.  Remaining operations, reported in other,
primarily consist of processed fruit ingredient products, which
are produced in Latin America and sold in other parts of the
world, and other consumer packaged goods.


CHIQUITA BRANDS: Moody's Rates New Senior Bank Agreements at 'Ba3'
------------------------------------------------------------------
Moody's Investors Service rated the proposed new senior secured
guaranteed bank agreements of Chiquita Brands, LLC at Ba3.  The
ratings on CBLLC's existing bank revolving credit agreement and
term loan C are upgraded to Ba3 from B1, and will be withdrawn
when the new bank agreements are executed.  Parent Chiquita Brands
International, Inc.'s ratings are affirmed, including its B3
corporate family rating and B3 probability of default rating.  The
rating outlook remains negative.

Ratings upgraded:

Chiquita Brands, LLC

  -- Existing $200 million senior secured revolving credit
     agreement to Ba3 (LGD2,18%) from B1 (LGD2, 26%)

  -- Existing senior secured Term Loan C, reduced to $132 million,
     to Ba3 (LGD2,18%) from B1 (LGD2, 26%)

Ratings assigned:

Chiquita Brands, LLC

  -- New $200 million senior secured revolving credit agreement at
     Ba3 (LGD2,19%)

  -- New $200 million senior secured term loan at Ba3 (LGD2,19%)

Ratings affirmed:

Chiquita Brands International, Inc.

  -- Corporate family rating at B3

  -- Probability of default rating at B3

Ratings affirmed, and LGD percentages revised:

Chiquita Brands International, Inc.

  -- $250 million 7.5% senior unsecured notes due 2014 at Caa2
     (LGD5); LGD % to 82% from 89%

  -- $225 million 8.875% senior unsecured notes due 2015 at Caa2
     (LGD5); LGD % to 82% from 89%

The upgrade in the ratings of CBLLC's existing senior secured bank
facilities is the result of the application of proceeds from the
recent unrated $200 million senior unsecured convertible notes
issuance at the holding company to the partial repayment of Term
Loan C.  This increase in the amount of debt that is effectively
subordinated to the senior secured bank facility and simultaneous
reduction in the amount of senior secured bank debt resulted in a
lower expected loss on the existing bank facilities.  CBLLC's
proposed new bank revolving credit and term loan will be secured
by a first lien on the collateral pledged to the existing
agreements; however, the current separation of collateral by
facility under the existing agreements will be eliminated.  The
new bank facilities will be guaranteed by the holding company and
by material direct and indirect domestic operating subsidiaries
and by certain material non-US operating subsidiaries.

The affirmation of the holding company's ratings is based on the
fact that fiscal year 2007 reported EBIT stabilized at a level
close to that of fiscal 2006, adding back certain non-recurring
charges in both years; and that the 2007 restructuring is expected
to generate cost savings of $60 million to $80 million in fiscal
2008, which should soften the impact of rising costs across the
industry.

Chiquita's B3 corporate family rating incorporates the company's
weak credit metrics and challenged operating performance.  Ratings
also reflect continued uncertainty with regard to long term
structural changes occurring in the company's key European Union
banana market, the need to improve results at the company's salads
and healthy snacks to historical levels, and continued pressure
from rising input costs.  Ratings are supported by Chiquita's
solid franchise as one of the largest global fresh fruit and
vegetable companies with strong market shares and good
diversification in terms of product offerings, geographic reach,
and raw material supply.

Chiquita Brands International, Inc. is a global producer and
marketer of bananas, other fresh fruit and vegetables with
revenues of approximately $4.7 billion for the fiscal year ended
Dec. 31, 2007.


CHRYSLER LLC: Will Appeal Bankruptcy Court's Tooling Decision
-------------------------------------------------------------
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler
Canada Inc., took an appeal under 28 U.S.C. Section 158(a) before
the U.S. District Court for the Eastern District of Michigan from
the orders of the Honorable Phillip Shefferly of the U.S.
Bankruptcy Court for the Eastern District of Michigan that denies:

   i) the lifting of the automatic stay to allow Chrysler to
      regain possession of tooling located in Plastech Engineered
      Products Inc. and its debtor-affiliates' plants; and

  ii) the issuance of a preliminary injunction in connection with
      the proposed recovery of the tooling equipment.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Judge Shefferly said in a court opinion that the Debtors needed
to keep the tooling equipment to faciliate them in their
reorganization.  The balancing of interests favored Plastech, the
Court said.

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  "Even assuming that the Debtor
has only a possessory interest in the tooling paid for by
Chrysler, that is a sufficient interest by itself to cause the
application of the automatic stay," Judge Shefferly said.

In addition, the Court was convinced that if Chrysler takes
immediate possession of the tooling, the Debtor will not be able
to continue to provide parts uninterrupted to its other major
customers and therefore any prospect of an effective
reorganization will be lost.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)

                       About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: February 2008 Sales Down 14%, Fleet Sales Reduced
---------------------------------------------------------------
Chrysler LLC reported total February 2008 sales of 150,093 units
which is 14% below the same period last year.  This includes a
significant reduction in fleet and reflects the companys ongoing
commitment to reduce daily-rental fleet vehicle sales.  All sales
figures are reported as unadjusted.

"While the auto industry is experiencing the impact of slow
economic growth, Chrysler LLC February results reflect progress
within each brand," Vice Chairman and President Jim Press said.  
"The positive numbers for Dodge cars, the all-new Chrysler Town &
Country and the Jeep(R) Patriot prove our renewed focus on
consumer feedback, such as the demand for good fuel economy, is
resonatingand translating into sales of our New Day Value
Packages.

"While becoming a more agile company, were developing a more
personalized relationship with our customers and strengthening
collaboration with our dealer partners.  Its the sum total of
their feedback that will guide the evolution of our dynamic
product lineup and really make it a New Dayand a new eraat
Chrysler LLC."

February sales highlight strong core products like the Dodge
Caliberoffering good mileage at a low price.  Increased sales of
Dodge Caliber (up 10%), and Dodge Avenger (up 60%), demonstrate
Chryslers strong positioning in the all-important car market,
offering customers what they are looking for now more than ever
vehicles with high quality, great performance and tremendous
value.

Chrysler brand truck sales were led by the Chrysler Town &
Country, which posted sales of 11,952 units for February,
representing a 1% increase versus the same period last year.  
Chrysler Aspen sales increased 31% with 2,879 units compared with
February 2007 when sales were 2,202 units.

The all-new Jeep Patriot set a new sales record for the month of
February with 5,195 units sold.  The vehicle is one of Chrysler's
recently introduced models that achieve 28 miles per gallon or
better in highway driving.

Chrysler LLC and its Dealer Advertising Association launched the
New Day Celebration campaign last month in 55 regional markets.  
Solid February sales of the 12 vehicles featuring New Day Value
Packages, including the Dodge Caliber, Dodge Avenger, and Chrysler
Sebringall developed in response to input from customers and
dealersaffirm Chryslers new direction to listen intently, move
quickly and offer the best value in the American market.

The all-new 2009 Dodge Journey continues to arrive in showrooms in
March.  Dodge Journey is a global vehicle that meets lifes
changing demands by offering five or seven passenger seating and a
choice of four or six cylinder engines.  Dodge Journey arrives to
market with a starting U.S. Manufacturers Suggested Retail Price
of $19,985 (including $625 destination).

The Company finished the month with 436,399 units of inventory, or
a 73-day supply.  Inventory is down by 11% compared with February
2007 when it was at 492,230 units.

                        About Chrysler LLC

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

                          *     *     *

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


COLLEZIONE EUROPA: Files Chapter 11 Protection in New Jersey
------------------------------------------------------------
Collezione Europa USA Inc. and two of its subsidiaries, Kelly Road
Warehouse and 145 Cedar Lane Associates, filed for Chapter 11
protection in the U.S. Bankruptcy Court for the District of New
Jersey, Larry Thomas of Furniture Today reports.

According to the report, the Debtors owed over $5.2 million in
unsecured obligation to its lenders.  Furniture producers in China
and Vietnam were among the Debtors' largest creditors.

Headquartered in Englewood, New Jersey, Collezione Europa USA Inc.
-- http://www.czeusa.com/-- specializes in the delivery of full  
containers of quality furniture directly to dealers.  The
company's warehouse in North Carolina is stocked to support
dealers who need less than full container loads.  The company's
representatives and customer service personnel provide support for
a trouble free purchasing experience.


COLLEZIONE EUROPA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Collezione Europa USA, Inc.
             145 Cedar Lane
             Englewood, NJ 07631

Bankruptcy Case No.: 08-13599

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Kelly Road Warehouse, LLC                  08-13613
        145 Cedar Lane Associates, LLC             08-13616

Type of Business: The Debtor is a wholesale furniture supplier.  
                  See http://www.czeusa.com/

Chapter 11 Petition Date: February 29, 2008

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsel: Sam Della Fera, Esq.
                     (sdellafera@trenklawfirm.com)
                  Trenk, DiPasquale, Webster, Della Fera & Sodono
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  http://www.trenklawfirm.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Collezione Europa USA, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
B&L Industries, Inc.           $3,743,709
4240 Galt Ocean Drive
Apartment 1904
Fort Lauderdale, FL 33308

Capital Ocean International    $354,813
Co., Ltd.
Vietnam Fact
Kaiser Furniture Co., Ltd.
D9 St. My Phuoc
Industrial Pard
Ben Cat District
Binh Duong Province, Vietnam

Bencini Realty LP, LLC         $199,750
P.O. Box 1130
High Point, NC 27261

Leefu Wood Products            $155,075

Starwood Furniture             $147,703
Manufacturing Co., Ltd.

Leefu (Kingford) Wood Products $102,957

Well-Known Homeart Enterprise  $100,682
Co., Ltd.

SAICG-Shanhai                  $88,882

Life Style Furniture           $79,864

Densing Furniture Development, $69,523
Ltd.

Heslin Rothenberg              $62,239

Frankel, Bernard               $41,268

Anderson Design Group          $27,884

Caldwell Freight Lines         $27,371

Watkins & Shepard Trucking,    $25,722
Inc.

Foothills Trucking             $16,562

James C. Frenzel, PC           $15,284

Sunbelt Furniture Express      $12,965

Kai Lee Arts & Furniture       $12,467
Factory

Parsons Trucking Co., Inc.     $12,341

B. Kelly Road Warehouse, LLC does not have any creditors who are
   not insiders.

C. 145 Cedar Lane Associates, LLC does not have any creditors who
   are not insiders.


COLUMBIA SUSSEX: Defaults on $960 Mil. Loan, Chancery Court Says
----------------------------------------------------------------
The Chancery Court of Delaware dismissed two out of three claims
filed by bondholders against Columbia Sussex Corp. and its
subsidiary, Tropicana Entertainment LLC, Liz Benston writes for
the Las Vegas Sun.  On the retained case, the Court ruled that
Columbia Sussex defaulted on its $960 million loan and gave
Columbia 60 days to repay the loan, the Sun relates.

Spokesman Hud Englehart told the Sun that the dismissal of the
bondholders' claims against Columbia is "a positive outcome."

However, according to the Sun, the Court's action could cause
bondholders to demand payment and may force Columbia into
bankruptcy.

In 2007, New Jersey regulators revoked Columbia's license to run
Tropicana Entertainment, a casino in Atlantic City, after
bondholders filed a case against the company for gross
mismanagement, the Sun says.

Columbia counter attacked with a request to deny the default and
blamed bondholders for its financial woes, asserting that
bondholders blocked a property sale, the Sun reveals.

                 Debt Due in a Month, Source Says

An undisclosed source familiar with the case told the Sun that
instead of two months, Columbia has only a month to repay its debt
since the default was already a month old.  The source added that
Columbia's non-repayment of the defaulted loan will trigger a
second default on another bank loan, the Sun reports.

Tropicana Entertainment won't go bankrupt if its bondholders will
approve a restructuring plan, which isn't probable, the Sun
reveals, citing the source familiar with the matter.

                  Tropicana's Future is Dim

The Sun reports that the plans of Columbia chief executive officer
William J. Yung, III of developing an 8,000-room hotel for
Tropicana is under question.

Mr. Yung might have to let go of the the Atlantic City property if
its included in the restructuring plan, the source told the Sun.  
"Losing the Atlantic City property and the default" could be the
"death knell" of Columbia's stake in Tropicana, the source told
the Sun.

            Trustee on Tropicana's Notes Wants Payment

As reported in the Troubled Company Reporter on Feb. 1, 2008, the
indenture trustee for Tropicana Entertainment's 9.625%
senior subordinated notes due 2014 worth $960 million accelerated
the notes and filed a case on Jan. 28, 2008, with the Chancery
Court of Delaware, demanding immediate payment.  The indenture
trustee also wants to bar a sale of the company's assets through
the lawsuit.

The proceeds of the $960 million notes was used by Mr. Yung to
acquire Tropicana in 2007.

At that time, a spokesman for Mr. Yung said, the case filed
against them has "no merit."

          One-Year Forbearance Pact with Senior Lenders

The TCR stated on Dec. 28, 2007, that Tropicana Entertainment
LLC's senior lenders have agreed to forbear for up to one year
from declaring a default under the senior credit facility arising
out of a refusal by the New Jersey Casino Control Commission to
renew the company's license to operate the Tropicana Casino and
Resort in Atlantic City, New Jersey.

The forbearance agreement is effective as of Dec. 12, 2007, the
date on which the Commission made its decision concerning the
Tropicana Atlantic City's license.

On December 19, the company also confirmed with the trustee
overseeing the Tropicana AC that cash flow will continue to be
available to the company to service the Tropicana AC's allocated
portion of the company's overall debt.

                   About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                       About Columbia Sussex

Crestview Hills, Kentucky-based Columbia Sussex Corp. --
http://www.columbiasussex.com/-- develops and manages more than  
60 hotels and casinos in about 30 states.  Its hotels operate
under banners such as Hilton, Marriott, and Starwood.  The
company's casino properties are located in Mississippi (Lighthouse
Point), Louisiana (Amelia Belle), and Nevada (Lake Tahoe Horizon),
among other states.  Columbia Entertainment, the casino affiliate
of Columbia Sussex, turned heads in 2007 when it purchased Aztar
Corporation, owner of the Las Vegas Tropicana, for a staggering
$2.1 billion.  President and CEO William J. Yung, III, and his
family own Columbia Sussex. Mr.Yung founded the Kentucky-based
company in 1972.


COOKSON SPC: 2007-1LAC And 2007-2LAC Notes Get S&P's Junk Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
notes issued by Cookson SPC's series 2007-1LAC and 2007-2LAC and
removed them from CreditWatch, where they were placed with
negative implications on Feb. 13, 2008.
     
The rating actions reflect the Feb. 26, 2008, lowering of the
ratings on the class B floating-rate deferrable interest secured
notes due 2046 and the class C floating-rate deferrable interest
secured notes due 2046 issued by Lacerta ABS CDO 2006-1 Ltd. and
their removal from CreditWatch with negative implications.
     
Cookson SPC series 2007-1LAC is a credit-linked note transaction,
and the rating on the notes issued by the trust is based on the
lower of:

(i) the reference obligations, Lacerta ABS CDO 2006-1 Ltd.'s class
C floating-rate deferrable interest secured notes due 2046 ('CC');
and

(ii) the rating on the swap counterparty, Citibank N.A.
(AA/Negative/A-1+).
     
Cookson SPC series 2007-2LAC is a credit-linked note transaction,
and the rating on the notes issued by the trust is based on the
lower of:

(i) the reference obligations, Lacerta ABS CDO 2006-1 Ltd.'s class
B floating-rate deferrable interest secured notes due 2046 ('CC');
and

(ii) the rating on the swap counterparty, Citibank N.A.
(AA/Negative/A-1+).

       Ratings Lowered and Removed From CreditWatch Negative

                  Cookson SPC series 2007-1LAC
         EUR24 million series 2007-1LAC notes due 2046

                                   Rating
                                   ------
           Class              To            From
           -----              --            ----
           Notes              CC            CCC-/Watch Neg   

                  Cookson SPC series 2007-2LAC
         EUR10 million series 2007-2LAC notes due 2046

                                   Rating
                                   ------
           Class              To            From
           -----              --            ----
           Notes              CC            BB-/Watch Neg


COPANO ENERGY: Earnings Ups 30% to $21.5 Mil. for 2007 Fourth Qtr.
------------------------------------------------------------------
Copano Energy LLC reported that net income increased by 30% to
$21.5 million for the fourth quarter of 2007 compared to net
income of $16.5 million for the fourth quarter of 2006.  Net
income decreased by 3% to $63.2 million for the year ended Dec.
31, 2007 compared to net income of $65.1 million for the year
ended Dec. 31, 2006.

Revenue for the fourth quarter of 2007 increased 73% to $355.9
million compared with $205.4 million for the fourth quarter of
2006.  Revenue for fiscal 2007 increased 33% to $1,141.7 million
compared with $860.3 million for the prior year.
    
"We are pleased that continued volume growth in our operating
segments and a favorable commodity price environment combined to
generate significant increases in fourth quarter net income,
adjusted EBITDA and distributable cash flow," said John Eckel,
Chairman and Chief Executive Officer of Copano.

Copano's operating segment gross margin increased 78% compared to
the fourth quarter of 2006.  Total segment gross margin, which
includes the results of Copano's hedging program, increased 40% to
$66.3 million for the fourth quarter of 2007 from $47.4 million
for the fourth quarter of 2006.

Total segment gross margin increased 10% to $206.9 million for the
year ended Dec. 31, 2007 from $188.1 million for the year ended
Dec. 31, 2006.  Total segment gross margin includes a loss of
$31.2 million for the year ended 2007 comprised of $0.1 million of
cash settlements paid with respect to expired commodity
derivatives, $21.0 million of non-cash amortization expense
related to the option component of Copano's commodity derivatives
and $10.1 million of non-cash mark-to-market charges and
unrealized losses related to the ineffective portion of Copano's
derivatives.  Total segment gross margin for the year ended 2006
included $12.1 million of cash settlements received on expired
commodity derivatives reduced by $10.4 million of non-cash
amortization expense related to the option component of Copano's
commodity derivatives.  The $10.6 million increase in non-cash
amortization expense for the year ended Dec. 31, 2007 compared to
the year ended Dec. 31, 2006 resulted from additional costs
related to commodity hedges acquired in the fourth quarter of 2006
and the second quarter of 2007.

On Jan. 16, 2008, Copano disclosed a fourth quarter 2007 cash
distribution of $0.51 per unit, or $2.04 per unit on an annualized
basis, for all of its outstanding common units.  This distribution
was paid on Feb. 14, 2008 to common unitholders of record at the
close of business on Feb. 1, 2008.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $1,769.0 million, total liabilities of $874.9 million
and a member's capital of $894.1 million.

                       About Copano Energy

Headquartered in Houston, Texas, Copano Energy LLC (Nasdaq: CPNO)
-- http://www.copanoenergy.com/-- is a midstream natural gas   
company with natural gas gathering, intrastate pipeline and
natural gas processing assets in the Texas Gulf Coast region and
in Central and Eastern Oklahoma.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Copano Energy LLC.  The outlook is positive.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Moody's Investors Service affirmed Copano Energy LLC's B1
corporate family rating and the B2 rating on its 8.125% senior
unsecured notes due 2016, including the proposed $125 million add-
on.  The LGD rating on the notes was changed to B2 (LGD 5, 73%)
from B2 (LGD 5, 75%).  The rating outlook is positive.


CREDIT-BASED: Fitch Cuts Rating on $1.5MM Certs. to B from BB
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit-Based Asset
Servicing and Securitization LLC mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.   
Affirmations total $339 million and downgrades total
$21.3 million.  Additionally, $3.9 million remains on Rating Watch
Negative.

C-BASS 2007-SP1
  -- $49.1 million class A-1 affirmed at 'AAA';
  -- $25.7 million class A-2 affirmed at 'AAA';
  -- $22.7 million class A-3 affirmed at 'AAA';
  -- $25.5 million class A-4 affirmed at 'AAA';
  -- $6.3 million class M-1 affirmed at 'AA+';
  -- $5.9 million class M-2 affirmed at 'AA+';
  -- $3 million class M-3 affirmed at 'AA+';
  -- $3 million class M-4 affirmed at 'AA';
  -- $2.8 million class M-5 affirmed at 'AA-';
  -- $2.3 million class M-6 downgraded to 'A' from 'A+';
  -- $2.4 million class M-7 downgraded to 'BBB' from 'A';
  -- $1.5 million class M-8 downgraded to 'BBB' from 'BBB+';
  -- $1.5 million class M-9 downgraded to 'BB' from 'BBB';
  -- $1 million class M-10 downgraded to 'BB' from 'BBB-';
  -- $1.5 million class M-11 downgraded to 'B' from 'BB', remains
     on Rating Watch Negative.

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 5.98%
  -- Realized Losses to date (% of Original Balance): 0.32%
  -- Weighted Average Seasoning at Origination: 69 months

C-BASS 2007-SP2
  -- $95.6 million class A-1 affirmed at 'AAA';
  -- $47.5 million class A-2 affirmed at 'AAA';
  -- $18.2 million class A-3 affirmed at 'AAA';
  -- $8.4 million class M-1 affirmed at 'AA+';
  -- $7.8 million class M-2 affirmed at 'AA+';
  -- $4.6 million class M-3 affirmed at 'AA';
  -- $4.4 million class M-4 affirmed at 'AA-';
  -- $4.3 million class M-5 affirmed at 'A+';
  -- $4.3 million class M-6 affirmed at 'A';
  -- $3.8 million class M-7 downgraded to 'BBB' from 'A-';
  -- $2.4 million class M-8 downgraded to 'BBB' from 'BBB+';
  -- $2.4 million class M-9 downgraded to 'BB' from 'BBB';
  -- $2.4 million class M-10 downgraded to 'BB' from 'BBB-',
     remains on Rating Watch Negative.

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 6.79%
  -- Realized Losses to date (% of Original Balance): 0.07%
  -- Weighted Average Seasoning at Origination: 58 months

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.


CREDIT-BASED: Fitch Junks Ratings on 22 Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit-Based Asset
Servicing and Securitization LLC mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.  
Affirmations total $794.4 million and downgrades total
$881.3 million.  Additionally, $829.0 million remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

C-BASS 2007-CB1
  -- $90.8 million class AF-1A affirmed at 'AAA',
     (BL: 46.26, LCR: 2.18);

  -- $90.8 million class AF-1B affirmed at 'AAA',
     (BL: 46.26, LCR: 2.18);

  -- $86.3 million class AF-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 37.83, LCR: 1.78);

  -- $69.6 million class AF-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 32.89, LCR: 1.55);

  -- $20.3 million class AF-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 32.16, LCR: 1.51);

  -- $19.7 million class AF-5 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 31.35, LCR: 1.48);

  -- $49.0 million class AF-6 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 31.50, LCR: 1.48);

  -- $17.3 million class M-1 downgraded to 'BB' from 'AA'
     (BL: 28.52, LCR: 1.34);

  -- $17.3 million class M-2 downgraded to 'B' from 'AA-'
     (BL: 25.51, LCR: 1.2);

  -- $10.3 million class M-3 downgraded to 'B' from 'A+'
     (BL: 23.67, LCR: 1.11);

  -- $9.7 million class M-4 downgraded to 'B' from 'A'
     (BL: 21.90, LCR: 1.03);

  -- $9.1 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 20.20, LCR: 0.95);

  -- $8.8 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 18.50, LCR: 0.87);

  -- $8.5 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL: 16.76, LCR: 0.79);

  -- $7.3 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 15.18, LCR: 0.71);

  -- $6.1 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 13.77, LCR: 0.65);

  -- $6.4 million class B-2 downgraded to 'CC' from 'B'
     (BL: 12.58, LCR: 0.59);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 16.00%
  -- Realized Losses to date (% of Original Balance): 0.56%
  -- Expected Remaining Losses (% of Current balance): 21.23%
  -- Cumulative Expected Losses (% of Original Balance): 19.56%

C-BASS 2007-CB2
  -- $190.9 million class A1 rated 'AAA', remains on Rating Watch
     Negative (BL: 33.38, LCR: 2.04);

  -- $210.9 million class A2-A affirmed at 'AAA',
     (BL: 49.98, LCR: 3.06);

  -- $38.2 million class A2-B affirmed at 'AAA',
     (BL: 46.24, LCR: 2.83);

  -- $121.0 million class A2-C rated 'AAA', remains on Rating
     Watch Negative (BL: 35.94, LCR: 2.2);

  -- $50.4 million class A2-D rated 'AAA', remains on Rating Watch
     Negative (BL: 33.93, LCR: 2.08);

  -- $59.8 million class A2-E rated 'AAA', remains on Rating Watch
     Negative (BL: 34.09, LCR: 2.09);

  -- $30.5 million class M-1 downgraded to 'A' from 'AA'
     (BL: 29.98, LCR: 1.84);

  -- $29.0 million class M-2 downgraded to 'BBB' from 'AA-'
     (BL: 26.64, LCR: 1.63);

  -- $18.3 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 24.49, LCR: 1.5);

  -- $14.7 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 22.72, LCR: 1.39);

  -- $15.3 million class M-5 downgraded to 'BB' from 'A'
     (BL: 20.84, LCR: 1.28);

  -- $14.2 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 19.02, LCR: 1.16);

  -- $13.2 million class B-1 downgraded to 'B' from 'BBB'
     (BL: 17.18, LCR: 1.05);

  -- $12.2 million class B-2 downgraded to 'CCC' from 'BBB-'
     (BL: 15.46, LCR: 0.95);

  -- $10.2 million class B-3 downgraded to 'CCC' from 'BB'
     (BL: 14.01, LCR: 0.86);

  -- $10.2 million class B-4 downgraded to 'CCC' from 'B'
     (BL: 12.91, LCR: 0.79);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 12.44%
  -- Realized Losses to date (% of Original Balance): 0.23%
  -- Expected Remaining Losses (% of Current balance): 16.33%
  -- Cumulative Expected Losses (% of Original Balance): 14.14%

C-BASS 2007-CB3
  -- $163.2 million class A-1 affirmed at 'AAA',
     (BL: 44.35, LCR: 2.04);

  -- $26.0 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 40.99, LCR: 1.88);

  -- $76.9 million class A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 33.55, LCR: 1.54);

  -- $14.8 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 32.71, LCR: 1.5);

  -- $35.5 million class A-5 downgraded to 'A' from 'AAA'
     (BL: 32.87, LCR: 1.51);

  -- $16.2 million class M-1 downgraded to 'BB' from 'AA'
     (BL: 29.10, LCR: 1.34);

  -- $14.6 million class M-2 downgraded to 'B' from 'AA-'
     (BL: 25.66, LCR: 1.18);

  -- $8.8 million class M-3 downgraded to 'B' from 'A+'
     (BL: 23.52, LCR: 1.08);

  -- $7.9 million class M-4 downgraded to 'B' from 'A'
     (BL: 21.50, LCR: 0.99);

  -- $7.2 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 19.64, LCR: 0.9);

  -- $5.4 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 18.15, LCR: 0.83);

  -- $4.0 million class B-1 downgraded to 'CCC' from 'BBB'
     (BL: 16.90, LCR: 0.78);

  -- $3.8 million class B-2 downgraded to 'CC' from 'BBB-'
     (BL: 15.70, LCR: 0.72);

  -- $4.9 million class B-3 downgraded to 'CC' from 'BB'
     (BL: 14.27, LCR: 0.66);

  -- $8.1 million class B-4 downgraded to 'CC' from 'B'
     (BL: 12.40, LCR: 0.57);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 12.91%
  -- Realized Losses to date (% of Original Balance): 0.26%
  -- Expected Remaining Losses (% of Current balance): 21.75%
  -- Cumulative Expected Losses (% of Original Balance): 20.14%

C-BASS 2007-CB4
  -- $144.3 million class A-1A affirmed at 'AAA',
     (BL: 63.58, LCR: 2.38);

  -- $55.8 million class A-1B downgraded to 'AA' from 'AAA'
     (BL: 47.51, LCR: 1.78);

  -- $28.3 million class A-1C downgraded to 'A' from 'AA', remains
     on Rating Watch Negative (BL: 39.37, LCR: 1.48);

  -- $56.3 million class A-2A affirmed at 'AAA',
     (BL: 73.99, LCR: 2.77);

  -- $28.9 million class A-2B downgraded to 'AA' from 'AAA'
     (BL: 51.67, LCR: 1.94);

  -- $18.0 million class A-2C downgraded to 'A' from 'AA', remains
     on Rating Watch Negative (BL: 39.71, LCR: 1.49);

  -- $12.7 million class A-2D downgraded to 'A' from 'AA', remains
     on Rating Watch Negative (BL: 40.34, LCR: 1.51);

  -- $17.9 million class M-1 downgraded to 'BB' from 'AA-'
     (BL: 35.46, LCR: 1.33);

  -- $16.4 million class M-2 downgraded to 'B' from 'A+'
     (BL: 31.75, LCR: 1.19);

  -- $10.2 million class M-3 downgraded to 'B' from 'A'
     (BL: 29.37, LCR: 1.1);

  -- $9.0 million class M-4 downgraded to 'B' from 'A-'
     (BL: 27.17, LCR: 1.02);

  -- $8.2 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 25.12, LCR: 0.94);

  -- $7.5 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 23.16, LCR: 0.87);

  -- $7.5 million class B-1 downgraded to 'CCC' from 'BBB-'
     (BL: 21.13, LCR: 0.79);

  -- $6.5 million class B-2 downgraded to 'CC' from 'BB'
     (BL: 19.29, LCR: 0.72);

  -- $6.0 million class B-3 downgraded to 'CC' from 'B'
     (BL: 17.62, LCR: 0.66);

  -- $7.7 million class B-4 downgraded to 'CC' from 'B'
     (BL: 15.68, LCR: 0.59);

  -- $5.5 million class B-5 downgraded to 'CC' from 'B'
     (BL: 14.51, LCR: 0.54);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 15.98%
  -- Realized Losses to date (% of Original Balance): 0.37%
  -- Expected Remaining Losses (% of Current balance): 26.68%
  -- Cumulative Expected Losses (% of Original Balance): 25.15%

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.


CREDIT SUISSE: Fitch Downgrades Ratings on 39 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Credit
Suisse First Boston Home Equity Asset Trust mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.  
Affirmations total $536.7 million and downgrades total
$1.7 billion.  Additionally, $959.6 million remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

CSFB HEAT 2007-1
  -- $295.0 million class 1-A-1 downgraded to 'BBB' from 'A+',
     remains on Rating Watch Negative (BL: 38.71, LCR: 1.22);

  -- $190.8 million class 2-A-1 affirmed at 'AAA',
     (BL: 70.96, LCR: 2.23);

  -- $63.0 million class 2-A-2 rated 'AAA', remains on Rating
     Watch Negative (BL: 59.28, LCR: 1.87);

  -- $77.0 million class 2-A-3 downgraded to 'A' from 'AAA'
     (BL: 45.23, LCR: 1.42);

  -- $44.5 million class 2-A-4 downgraded to 'BBB' from 'A+',
     remains on Rating Watch Negative (BL: 38.17, LCR: 1.2);

  -- $38.0 million class M-1 downgraded to 'B' from 'A-'
     (BL: 33.90, LCR: 1.07);

  -- $35.0 million class M-2 downgraded to 'CCC' from 'BBB'
     (BL: 29.87, LCR: 0.94);

  -- $20.0 million class M-3 downgraded to 'CCC' from 'BBB-'
     (BL: 27.53, LCR: 0.87);

  -- $17.5 million class M-4 downgraded to 'CCC' from 'BBB-'
     (BL: 25.45, LCR: 0.8);

  -- $17.5 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 23.28, LCR: 0.73);

  -- $16.0 million class M-6 downgraded to 'CC' from 'B'
     (BL: 21.21, LCR: 0.67);

  -- $14.5 million class M-7 downgraded to 'CC' from 'B'
     (BL: 19.16, LCR: 0.6);

  -- $10.5 million class M-8 downgraded to 'CC' from 'B'
     (BL: 17.57, LCR: 0.55);

  -- $6.0 million class B-1 downgraded to 'CC' from 'CCC'
     (BL: 16.66, LCR: 0.52);

  -- $6.5 million class B-2 downgraded to 'C' from 'CCC'
     (BL: 15.70, LCR: 0.49);

  -- $10.0 million class B-3 downgraded to 'C' from 'CCC'
     (BL: 14.49, LCR: 0.46);

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 24.16%;
  -- Realized Losses to date (% of Original Balance): 0.72%;
  -- Expected Remaining Losses (% of Current balance): 31.78%;
  -- Cumulative Expected Losses (% of Original Balance): 28.69%;

CSFB HEAT 2007-2
  -- $408.5 million class 1-A-1 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 39.26, LCR: 1.25);

  -- $215.9 million class 2-A-1 affirmed at 'AAA',
     (BL: 71.08, LCR: 2.26);

  -- $73.0 million class 2-A-2 rated 'AAA', remains on Rating
     Watch Negative (BL: 58.84, LCR: 1.87);

  -- $79.0 million class 2-A-3 downgraded to 'A' from 'AAA'
     (BL: 45.57, LCR: 1.45);

  -- $40.0 million class 2-A-4 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 39.27, LCR: 1.25);

  -- $48.0 million class M-1 downgraded to 'B' from 'A'
     (BL: 34.77, LCR: 1.11);

  -- $45.0 million class M-2 downgraded to 'CCC' from 'BBB+'
     (BL: 30.48, LCR: 0.97);

  -- $26.4 million class M-3 downgraded to 'CCC' from 'BBB'
     (BL: 27.88, LCR: 0.89);

  -- $22.8 million class M-4 downgraded to 'CCC' from 'BBB-'
     (BL: 25.60, LCR: 0.81);

  -- $21.6 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 23.38, LCR: 0.74);

  -- $20.4 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 21.20, LCR: 0.67);

  -- $18.6 million class M-7 downgraded to 'CC' from 'B'
     (BL: 19.11, LCR: 0.61);

  -- $14.4 million class M-8 downgraded to 'CC' from 'B'
     (BL: 17.63, LCR: 0.56);

  -- $14.4 million class M-9 downgraded to 'CC' from 'CCC'
     (BL: 16.42, LCR: 0.52);

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 19.81%;
  -- Realized Losses to date (% of Original Balance): 0.32%;
  -- Expected Remaining Losses (% of Current balance): 31.46%;
  -- Cumulative Expected Losses (% of Original Balance): 29.10%;

CSFB HEAT 2007-3
  -- $195.6 million class 1-A-1 downgraded to 'A' from 'AA-'
     (BL: 38.65, LCR: 1.44);

  -- $99.1 million class 2-A-1 affirmed at 'AAA',
     (BL: 68.90, LCR: 2.57);

  -- $30.9 million class 2-A-2 affirmed at 'AAA',
     (BL: 57.30, LCR: 2.14);

  -- $35.6 million class 2-A-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.93, LCR: 1.64);

  -- $14.8 million class 2-A-4 downgraded to 'A' from 'AA-'
     (BL: 38.76, LCR: 1.45);

  -- $22.5 million class M-1 downgraded to 'BB' from 'AA-'
     (BL: 34.19, LCR: 1.28);

  -- $20.6 million class M-2 downgraded to 'B' from 'A'
     (BL: 30.05, LCR: 1.12);

  -- $11.8 million class M-3 downgraded to 'B' from 'A-'
     (BL: 27.61, LCR: 1.03);

  -- $10.7 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 25.32, LCR: 0.95);

  -- $9.9 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 23.19, LCR: 0.87);

  -- $9.4 million class M-6 downgraded to 'CCC' from 'BBB-'
     (BL: 21.09, LCR: 0.79);

  -- $8.8 million class M-7 downgraded to 'CC' from 'BB'
     (BL: 19.00, LCR: 0.71);

  -- $6.9 million class M-8 downgraded to 'CC' from 'B'
     (BL: 17.44, LCR: 0.65);

  -- $7.7 million class M-9 downgraded to 'CC' from 'B'
     (BL: 15.79, LCR: 0.59);

  -- $5.8 million class B-1 downgraded to 'CC' from 'B'
     (BL: 14.78, LCR: 0.55);

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 13.91%;
  -- Realized Losses to date (% of Original Balance): 0.22%;
  -- Expected Remaining Losses (% of Current balance): 26.79%;
  -- Cumulative Expected Losses (% of Original Balance): 25.19%;

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


DB ATLANTA: Failure to File Reports Cues Court to Dismiss Case
--------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of Florida
dismissed D.B. Atlanta LLC's Chapter 11 case due to the Debtor's
failure to file necessary documents in relation to the Chapter 11
case by the Feb. 19, 2008, deadline.

The Debtor sought dismissal of its case because:
  
   a) the filing's primary purpose was to stay the foreclosure
      sale of the Debtor's property, a 234-room full service hotel
      in metro-Atlanta, Georgia, which was scheduled on Feb. 5,
      2008;

   b) the Debtor has agreed to pay in full all amounts due and
      owed to Fortress Credit Funding II LP, Fortress Credit
      Funding III LP, and Fortress Credit Corp., its secured
      lenders, under the care of the state court receivership on
      or before May 13, 2008; and

   c) the secured lenders assured the Debtor that they will
      forbear from taking actions necessary to effect a
      foreclosure sale of the Hotel Property until May 13, 2008.

The Debtor related that the value of the Hotel Property exceeds
the aggregate amount due and owed to the secured lenders, and that
the dismissal of the case is in the best interests of the Debtor's
creditors.

Headquartered in Miami, Florida, D.B. Atlanta LLC filed for
Chapter 11 protection on Feb. 4, 2008 (Bankr. S. D. Fla. Case No.:
08-11293) James H. Fierberg, Esq. at Berger Singerman P.A.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it has estimated
assets and debts of $10 million to $50 million.


DEAN FOODS: Launches Public Offering of 18.7 Million Shares
-----------------------------------------------------------
Dean Foods Company agreed to sell approximately 18.7 million
shares of common stock in a registered public offering
underwritten by Lehman Brothers Inc.  The offering increases fully
diluted shares outstanding by approximately 13%.  The sale is
expected to close on March 5, 2008, subject to customary closing
conditions.

The company intends to use the proceeds from the sale to reduce
debt outstanding under its senior credit facility and for general
corporate purposes, including potential future investments or
strategic acquisitions.

"As we've noted, the operating environment in 2007 was extremely
difficult and operating results were below the expectations we
had when we recapitalized the balance sheet last March," said
Gregg Engles, chairman and CEO.  "As a result, we entered 2008
approximately a year behind our original debt reduction
expectations.  Raising capital at this time allows us to reduce
our total outstanding debt to levels more consistent with our
initial expectations and significantly reduce our interest expense
in the years to come."

"Furthermore, several attractive tuck-in acquisition candidates in
our core milk business have become available," Mr. Engles added.
"As an example, we have completed the acquisition of Wells' fluid
dairy operations in Le Mars, Iowa and Rich Foods Dairy in
Richmond, Virginia.  Both of these operations were acquired at
attractive prices and will provide long-term benefits to the
company.  The increased balance sheet flexibility provided by this
transaction will allow us to selectively consider additional
acquisitions as they become available."

                      Forward Outlook Issued

On Feb. 13, 2008, in conjunction with the company's fourth quarter
earnings release, the company provided information about its
outlook.  Specifically the company stated, among other things:

   -- Its results would continue to be driven by swings in the
      dairy commodity markets, including the organic milk market.

   -- Dairy commodity markets have remained above year ago
      levels, creating a significant drag on the company's near
      term earnings.  In the first quarter, the Class I mover
      increased in January, declined in February and is expected
      to decline in March.
      
      -- As the company looked beyond the first quarter, it found
         it difficult to have much confidence in current dairy
         commodity forecasts given unprecedented levels of dairy
         commodity market instability.
      
      -- Given the volatility in the markets, it appears likely
         that the April Class I mover may be set above expected
         March levels.  Beyond that, there is a wide disparity of
         expectations for the balance of the year.
      
      -- Given the volatile trading in dairy commodities, prices
         may continue to materially fluctuate.
      -- Additionally, organic milk supplies have begun to
         tighten, creating upward pressure on the price of raw
         organic milk.  Therefore, it is difficult for the company
         to predict WhiteWave Foods' results for the balance of
         the year.

   -- On Feb. 13, 2008, the company stated that it expected
      earnings per share for the first quarter to be between $0.15
      and $0.20 per share.

For the full year 2008, the company stated that it expected
earnings per share to be at least $1.20 per share.

                      Forward Outlook Update

The company expects application of the proceeds of this offering
will reduce interest expense for the balance of the year by
approximately $20 million in 2008.  This reduction in interest
expense would significantly offset the dilution from the increase
in shares outstanding, resulting in only a modest impact on 2008
earnings per share.  As a result, the company is reiterating its
issued guidance of between $0.15 and $0.20 per share for the first
quarter and at least $1.20 per share for the full year 2008.

                         About Dean Foods

Headquartered in Dallas, Texas, Dean Foods Company (NYSE: DF) --
http://www.deanfoods.com/-- is a food and beverage company in the    
United States.  Its Dairy Group division is the largest processor
and distributor of milk and other dairy products in the country,
with products sold under more than 50 familiar local and regional
brands and a wide array of private labels.  The company's
WhiteWave Foods subsidiary markets and sells a variety of well-
known dairy and dairy-related products, such as Silk(R) soymilk,
Horizon Organic(R) milk and other dairy products, International
Delight(R) coffee creamers, and Land O'Lakes(R) creamers and other
fluid dairy products.  WhiteWave Foods' Rachel's Organic(R) brand
is the largest organic milk brand and third largest organic yogurt
brand in the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Moody's Investors Service lowered the Corporate Family Rating of
Dean Foods Inc. to B1 from Ba3 after the company reported lower
than expected third quarter 2007 and year to date results.  The
Speculative Grade Liquidity rating was affirmed at SGL-3.  The
outlook is stable.  This concludes the review for downgrade
initiated on Oct. 2, 2007.


DEAN FOODS: S&P Ratings Unaffected by Sale of 18.7 Million Shares
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Dean Foods Co. and its wholly owed subsidiary, Dean
Holding Co. (BB-/Negative/--) remain unchanged following the
company's announcement that it has agreed to sell about
18.7 million shares of common stock.

The sale is expected to close on March 5, 2008, with proceeds to
reduce debt outstanding under its credit facility, as well as
general corporate purposes, including potential future investments
or strategic acquisitions.  S&P expects a large portion of
proceeds to be applied to debt repayment.  While Standard & Poor's
views the planned debt repayment and reduced interest expense
favorably, the company is operating in a challenging environment
and credit measures are likely to remain weak for the rating.  At
Dec. 31, 2007, leverage was in the low-6x area and funds from
operations to total debt was about 10%.


DECKER COLLEGE: Court OKs Settlement Providing Relief for Students
------------------------------------------------------------------
Attorney General Jack Conway, Esq., told The Associated Press that
the U.S. Bankruptcy Court approved a settlement it reached with
the bankruptcy trustee appointed in Decker College Inc.'s case.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
the settlement agreement provides relief for about 2,200 students
under the Decker Trade Program who enrolled after April 1, 2004,
including release from student loan obligations.

Louisville, Kentucky-based Decker College was formerly a for-
profit school that shut down in 2005 amid bankruptcy, federal
and state investigations.  The school was partially owned and ran
by former Massachusetts Gov. William Weld.

The TCR said on Oct. 2, 2007, that around $1.8 million of funds
belonging to Decker College is missing.  The amount was listed in
the school's assets in schedules filed with the Bankruptcy Court.  
Della Justice, Esq., at the Kentucky Attorney General's consumer
protection division, said that the money, as well as the account
can't be found.  Ms. Justice believes that the amount was there at
the start of Decker's bankruptcy proceedings.


DENBURY RESOURCES: Earns $106 Mil. in Quarter Ended December 31
---------------------------------------------------------------
Denbury Resources Inc. reported its fourth quarter and full year
2007 financial and operating results.  

The company's fourth quarter 2007 net income of $106 million was
92% higher than fourth quarter 2006 net income of $55.1 million.   

The company also posted record annual earnings for the full year
2007 of $253.1 million, 25% higher than 2006 net income of
$202.5 million common share.

The net income in the 2007 periods was attributable to record high
quarterly and annual production levels, higher oil prices and
incremental net cash receipts on the company's derivative
contracts, partially offset by higher overall expenses and non-
cash fair value adjustments on the company's derivative contracts.  
Cash flow from operations for 2007 was $570.2 million, a record
annual amount, as compared to $461.8 million for 2006.
     
During the fourth quarter of 2007, the company capitalized
approximately $6.6 million of interest expense related to its
unevaluated properties, associated with the company's 2006 and
2007 acquisitions and continued expansion of its tertiary
operations, and construction of CO2 pipelines.  

However, interest expense still increased 70% between the
respective fourth quarters resulting from 60% higher average debt
levels in the fourth quarter of 2007 than in the comparable period
of 2006.  These higher debt levels were due to the use of debt to
fund the 2006 and 2007 acquisitions and capital spending in excess
of cash flow during 2007.
     
The company recognized an $11.8 million non-cash charge on its
derivative contracts in the fourth quarter of 2007 relating to the
company's 2008 oil swaps which decreased in value as a result of
higher oil prices, as compared to a $30.7 million non-cash gain in
the fourth quarter of 2006 primarily related to the increase in
value of the company's 2007 natural gas swaps acquired in mid-
December 2006 resulting from the decline in natural gas prices
during that quarter, a net incremental expense between the
respective fourth quarters of $42.5 million.

             Events Affecting the Financial's Results
     
In October 2007, the company entered into an agreement to sell its
Louisiana natural gas assets to a privately held company for
approximately $180 million, before closing adjustments, plus any
amounts received in the future from a net profits interest.  

In late December 2007, the company closed on approximately 70% of
that sale with net proceeds of approximately $115.4 million, and
closed on the remaining 30% on Feb. 20, 2008, with net proceeds at
the second closing of approximately $48.9 million.

The operating net revenue, net of capital expenditures, between
the Aug. 1, 2007, effective date and the respective closing dates
were adjustments to the purchase price, along with other minor
closing adjustments.  The potential net profits interest relates
to a well in the South Chauvin field and is only earned if
operating income from that well exceeds certain levels, which the
company believes could potentially increase the ultimate sales
price by up to 10%.
     
The company has reached substantial agreement and is in the
process of finalizing the business issues with Genesis Energy LP
and its lenders as to the terms of the "drop-down" to Genesis of
the company's NEJD and Free State CO2 pipelines and the terms of a
long-term transportation service arrangement for the Free State
line and a 20-year financing lease for the NEJD system.  Denbury
expects to receive $225 million in cash for these pipeline
transfers and $25 million of Genesis common limited partnership
units at the average closing price of the units on the thirty days
prior to closing.  

The company anticipates capitalizing these transactions for
accounting purposes and currently projects that it will initially
pay Genesis approximately $30 million per annum under the lease
and transportation services agreement, with future payments for
the NEJD pipeline fixed at $20.7 million per year during the term
of the financing lease, and the payments relating to the Free
State pipeline dependant on the volumes of CO2 transported
therein.  

While the business terms of the transactions and associated
documentation have been substantially completed, closing remains
subject to finalization, completion and delivery of closing
documentation.
     
The company will use the proceeds from the second portion of the
Louisiana sale and the anticipated Genesis dropdowns to payoff its
bank debt, projected to leave the company with $100 million to
$125 million of cash after closing.
2008 Outlook

"2007 was a great year for Denbury," Gareth Roberts, chief
executive officer, said.  "During the year we:

   (i) set new records for earnings, cash flow and production;
  (ii) replaced approximately 250% of our production almost
       entirely from internal growth;
(iii) more than replaced our CO2 production and significantly  
       increased our maximum CO2 productive rates;
  (iv) met or exceeded all of our 2007 original production
       forecasts;
   (v) increased our tertiary oil production by 47% year over
       year;
  (vi) sold our Louisiana natural gas properties at a reasonable
       price, providing us with incremental capital and allowing
       us to focus more directly on our tertiary operations;
(vii) negotiated and expect to close soon on $250 million of
       drop-down transactions with Genesis, which coupled with
       their unrelated acquisitions, has put us in the general
       partner incentive cash distributions; and
(viii) continued the expansion of our tertiary operations with the
       completion of the first segment of our Delta CO2 pipeline,
       initial injections at Tinsley Field, the largest field we
       have flooded to date, the acquisition of a few potential
       tertiary properties to supplement our south Texas fields,
       and recognition of proved reserves at Soso and Martinville
       Fields in Eastern Mississippi, generally in line with
       expectations.

"We continue to grow, continue to implement our plan, and continue
to look for additional acquisition candidates and future expansion
opportunities," Mr. Roberts added.  "We expect 2008 and beyond to
be even better in light of the current commodity price environment
and the political and environmental focus on sequestering CO2.  We
offer our country a way to dispose of significant volumes of
greenhouse gases economically and safely while simultaneously
providing additional oil for our country's needs, oil that would
not normally be recovered.  We are continuing with our strategy
and are expecting positive results in the future."

At Dec. 31, 2007, the company's balance sheet showed total assets
of $2.77 billion, total liabilities of $1.37 billion and total
stockholders' equity of $1.40 billion.

                   About Denbury Resources Inc.

Denbury Resources Inc. (NYSE: DNR) -- http://www.denbury.com/--    
is a growing independent oil and gas company.  The company is the
largest oil and natural gas operator in Mississippi, owns the
largest reserves of CO2 used for tertiary oil recovery east of the
Mississippi River, and holds key operating acreage in the onshore
Louisiana and Texas Barnett Shale areas.  The company increases
the value of acquired properties in its core areas through a
combination of exploitation drilling and proven engineering
extraction practices.

                          *     *     *

Moody's Investors Service placed Denbury Resources Inc.'s
probability  of default rating at 'Ba3' in September 2006.  The
rating still holds to date with stable outlook.


DELPHI CORP: Wants Plan-Filing Period Further Extended to May 31
----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to further extend
their exclusive periods to:

   (a) file a plan of reorganization through and including
       May 31, 2008; and

   (b) solicit acceptance of that plan through and including
       July 31, 2008.

As reported in the Troubled Company Reporter on Jan. 28, 2008, the
Court confirmed the Debtors' First Amended Joint Plan of
Reorganization.  The Debtors anticipate having the Plan become
effective as soon as reasonably practicable.  Out of an abundance
of caution, however, the Debtors are seeking an extension of the
Exclusive Periods to prevent any lapse in exclusivity.

A further extension of the Exclusive Periods is justified by the
significant progress the Debtors have made toward emerging from
Chapter 11, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, relates.  The Debtors,
he notes, have developed, solicited, and achieved confirmation of
a reorganization plan that was accepted by 81% of their creditors
and 78% of their stockholders.  Upon the effective date of the
Plan, the Debtors' comprehensive settlements with General Motors
Corp., Delphi's U.S. labor unions, and other settling parties
will be implemented.  "All of this was the result of diligent
work by the Debtors over many months," Mr. Butler avers.

The Debtors' efforts, according to Mr. Butler, were affected by
severe dislocations in the capital markets that began late in the
second quarter of 2007 and that have continued through the first
quarter of 2008.  "This turbulence in the capital markets was a
principal cause of the delay in the Debtors' emergence from
Chapter 11 before the end of 2007," he explains.  The continued
turbulence constitutes an additional factor justifying a further
extension of the Exclusive Periods, he asserts.

Although the Court has confirmed the Plan, the Debtors must still
procure fully committed exit financing that will support
implementation of the Plan and consummate all of the transactions
contemplated by the Plan and Delphi's investment agreement with
its Plan investors.  The tasks of securing exit financing and
satisfying all other conditions to the effectiveness of the Plan
and Investment Agreement are significant for both their magnitude
and complexity and also justify an extension of the Exclusive
Periods, Mr. Butler adds.

The size and complexity of the Debtors' Chapter 11 cases alone
constitute sufficient cause to extend the Exclusive Periods,
Mr. Butler points out.

The Debtors' request for an extension of the Exclusive Periods is
not a negotiation tactic, Mr. Butler clarifies.  He assures the
Court that the Debtors are paying their bills as they come due,
including the statutory fees paid quarterly to the U.S. Trustee.

                       About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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


DELPHI CORP: Court Extends Effectiveness of PBGC Letters of Credit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Delphi Corp. and its debtor-affiliates to:

   (a) extend the effectiveness of the letters of credit issued
       by Delphi to the Pension Benefits Guaranty Corp. until
       April 15, 2008; and

   (b) increase the aggregate amount outstanding under the PBGC
       Letters of Credit by an additional $10 million.

As reported in the Troubled Company Reporter on May 22, 2007, the
Debtors sought and obtained the Court's permission to perform
under two sets of pension funding waivers issued by the United
States Internal Revenue Service and provide the PBGC with letters
of credit in connection with the IRS Waivers.  The PBGC Letters of
Credit may be drawn upon by the PBGC in favor of the Debtors'
pension plans in the event the conditions set forth in the IRS
Waivers are not satisfied.

The IRS Waivers' main purpose was to facilitate the transfer of
certain of the Debtors' hourly pension obligations to General
Motors Corp. under Section 414(l) of the Internal Revenue Code,
as set forth in the Debtors' confirmed Joint Plan of
Reorganization.

Under the First Waivers, the IRS waived the minimum funding
requirements for Delphi's pension plan year ended Sept. 30, 2006.  
Under the Second Waivers, the IRS temporarily waived Delphi's
minimum funding obligations concerning Delphi's hourly pension
plan for the pension plan year ended Sept. 30, 2007.

In return, the Debtors committed to make:

   * an accelerated $10 million contribution to the Delphi Hourly
     Plan upon their emergence from Chapter 11;

   * a $10 million contribution to the Hourly Plan as a partial
     prepayment of Delphi's post-emergence minimum funding
     obligations; and

   * a $20 million contribution to the Hourly Plan within five
     days after the Effective Date of their Joint Plan of
     Reorganization.

By their terms, the IRS Waivers will expire if Delphi has not
emerged from Chapter 11 by Feb. 29, 2008.  If the Waivers are
permitted to expire, the Debtors may face an excise tax claim
aggregating more $1.4 billion for the pension plan year ended
Sept. 30, 2006, John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois, notes.  In
addition, for the pension plan year ended Sept. 30, 2007, the
Debtors will have to make redundant cash contributions that will
result in projected overfunding of the Hourly Plan.

The Debtors are unlikely to emerge from Chapter 11 by Feb. 29,
2008.  Consequently, the Debtors initiated discussions with the
PBGC to extend the expiration date for the IRS Waivers.

After arm's-length negotiations, the PBGC agreed to recommend to
the IRS that the IRS Waivers be extended from Feb. 29, 2008,
through and including March 31, 2008, in exchange for (i) the
extension of the PBGC Letters of Credit from March 15, 2008,
through and including April 15, 2008; and (ii) a $10 million
increase in the aggregate amount outstanding under the Letters
from $150 million to $160 million.

On Feb. 27, 2008, IRS and the PBGC extended the IRS Waivers until
March 31, 2008, Delphi Corp. vice president and chief
restructuring officer John D. Sheehan disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission.

The PBGC Settlement is fair, equitable, in the best interests of
the Debtors and their estates, Mr. Butler avers.  He maintains
that the Settlement will assist the Debtors in efficiently
effecting the Section 414(l) Transfer of the Hourly Plan to GM,
and allow Delphi to emerge from Chapter 11 successfully.

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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


DFG/OLYMPUS II: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DFG/Olympus II, LLC
        7955 West Sahara Avenue, Suite 101
        Las Vegas, NV 89117

Bankruptcy Case No.: 08-11810

Chapter 11 Petition Date: February 29, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Terry V. Leavitt, Esq.
                     (terrylt1@ix.netcom.com)
                  601 South 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Clark County Treasurer         Taxes                 $181,397
Filed 57254
Los Angeles, CA 90074

Martin & Martin Civil                                $85,500
Engineers
2101 South Jones Boulevard
Las Vegas, NV 89146

Clark County Assessor          Property Taxes        $21,440
500 South Grand Central
Parkway
P.O. Box 551401
Las Vegas, NV 89135-1401

ERA Structural Engineers                             $19,779

HH Irby and Associates                               $5,500

George Carcia                                        $2,500


DIASYS CORP: Common Stock Delisted from OTC Bulletin Board
----------------------------------------------------------
DiaSys Corporation's common stock has been deleted from OTC
Bulletin Board effective Feb. 29, 2008, on account of its failure
to comply with NASD 6530.

Effective Feb. 29, 2008, DiaSys Corp. primary exchange listing
will change to OTCUS from OTCBB.

On Feb. 20, 2008, DiaSys Corporation received a notice from the
Financial Industry Regulatory Authority advising that the company
is delinquent with respect to the filing of its Quarterly Report
on Form 10-QSB and as such is not current in its reporting
obligations under the Securities Exchange Act of 1934.  Pursuant
to NASD Rule 6530(e), because the company has been delinquent in
its reporting obligations three times in a 24-month period, the
company's common stock [was] removed from quotation on the OTC
Bulletin Board, effective on the opening of business on Feb. 29,
2008, and will be ineligible for quotation on the OTC Bulletin
Board for a period of one year.

The company disclosed that its failure to file its quarterly
report on Form 10-QSB was caused by a lack of financial resources
to pay for the professional services necessary to prepare the
financial statements required for such report.  The company is
unable to predict when, if ever, it will have the resources
necessary to prepare such financial statements and file such
report.

                        About DiaSys Corp.

Headquartered in Waterbury, Connecticut, DiaSys Corporation
-- http://www.diasys.com/ -- designs, develops, manufactures and  
distributes proprietary medical laboratory equipment, consumables
and infectious disease test-kits to healthcare & veterinary
laboratories worldwide.  The company operates in Europe through
its wholly owned subsidiary based in Wokingham, England and
through distributors in South America.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 25, 2007,
Fiondella, Milone & LaSaracina LLP expressed substantial doubt
about the DiaSys Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2007.  The auditing
firm pointed to the company's recurring losses from operations,
cash used by operating activities, negative working capital, and
accumulated deficit.


DRACO 2007: Nine Classes of Notes Obtain Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by Draco 2007-1, Ltd., with two of these ratings left
on review for further possible downgrade.  The notes affected by
this rating action are:

Class Description: $1,250,000,0001 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2047

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

Class Description: $282,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $120,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: A3 on review for possible downgrade

  -- Current Rating: Ca

Class Description: $125,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ba1 on review for possible downgrade
  -- Current Rating: C

Class Description: $23,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $65,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $25,000,000 Class B3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: B1 on review for possible downgrade
  -- Current Rating: C

Class Description: $35,000,000 Class C1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047 and

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

Class Description: $25,000,000 Class C2 Mezzanine Deferrable
Interest Floating Rate Notes Due 2047.

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on Feb. 12, 2008 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. 22, 2007.

Draco 2007-1, Ltd. is a hybrid collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CDO securities
and synthetic securities in the form of credit default swaps.   
Reference obligations for the credit default swaps are RMBS and
CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Senior Credit Test failed to be
satisfied.

As provided in Article V of the Indenture, during the occurrence
and continuance of an Event of Default, certain transaction
participants may be entitled to direct the Trustee to take
particular actions with respect to the Collateral 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 the controlling
class.  Because of this uncertainty, the Class A1S and Class A1J
Notes remain on review for possible further rating action.


DYNEGY INC: Incurs $46 Mil. Net Loss for the 2007 Fourth Quarter
----------------------------------------------------------------
Dynegy Inc. reported net income of $264 million for the twelve
months ended Dec. 31, 2007, which included a net loss of
$46 million for the fourth quarter.  This compares to a net loss
applicable to common stockholders of $342 million, which included
a net loss of $58 million for the fourth quarter 2006.

"2007 was a significant year for the company as we continued our
track record of operational excellence and successfully completed
the integration of the assets acquired from LS Power, while
maintaining a strong and flexible balance sheet," Bruce A.
Williamson, chairman, president and chief executive officer of
Dynegy Inc., said.  "The acquisition greatly increased our
generating capacity and diversified our geographic reach and the
fuels and technologies we use to generate electricity."

"During this year of integration, we produced record generation
sales volumes, high levels of in-market availability and one of
the best records in our company's history for safety and
environmental performance," Mr. Williamson continued.  "We believe
our environmental performance will continue to improve as a result
of our ongoing investment of hundreds of millions of dollars in
advanced control systems for reducing emissions."

"We believe Dynegy is strategically positioned for continued
growth in 2008 and beyond," Mr. Williamson added.  "We will
continue to execute our strategy of leveraging our strong
operational capabilities and investing in high-return projects to
enhance the long-term value of the company."

"Additionally, we will continue to explore opportunities to
participate in the construction or expansion of power plants,
while evaluating potential transactions to grow our diversified
portfolio and create value for investors," Mr. Williamson
concluded.

Cash flow from operations for generation was $934 million for
2007.  Maintenance and environmental capital expenditures were
$203 million, resulting in free cash flow from the power
generation business of $731 million.  For 2006, cash flow from
operations for the power generation business was $698 million and
free cash flow from the power generation business was
$551 million.

Interest expense and debt conversion costs totaled $384 million
for 2007, compared to $631 million in 2006.  In 2007, there were
no debt conversion and transaction costs, while 2006 results
included debt conversion and transaction costs of $249 million.   
2006 results also included the acceleration of financing costs of
$36 million resulting from the company's liability management
program, as well as a $36 million charge associated with the Sithe
Subordinated Debt Exchange.  These decreases were offset by
increases in 2007 interest expense due to the debt assumed in
conjunction with the LS Power combination, which was partially
offset by income of $39 million related to interest rate swap
agreements.

As of Dec. 31, 2007, Dynegy's liquidity was approximately
$1.4 billion.  This consisted of $328 million in cash on hand and
$1.1 billion in unused availability under the company's credit
facility.

The company generated cash flow from operations, including working
capital changes, of $341 million for 2007.  This consisted of a
cash inflow of $934 million from the power generation business,
which was partially offset by a cash outflow of $563 million in
Other resulting primarily from interest payments and general and
administrative expenses.  In addition, the customer risk
management segment had net cash outflows of $30 million, which
largely related to gas purchases to satisfy legacy positions.

Cash outflows for maintenance and environmental capital
expenditures were $218 million.  For 2007, Dynegy's free cash flow  
was $123 million.  For 2006, the cash outflow from operations was
$194 million and maintenance and environmental capital
expenditures were $155 million, resulting in a free cash outflow
of $349 million.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,    
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                          *     *     *

Dynegy Inc. continues to carry Standard and Poor's 'B' long term
foreign and local issuer credit ratings with a stable outlook,
assigned on May, 2007.


EINSTEIN NOAH: Jan. 1 Balance Sheet Upside Down by $33.6 Million
----------------------------------------------------------------
Einstein Noah Restaurant Group Inc., reported total assets of
$148.5 million, total liabilities $182.1 million resulting to a
total stockholders' deficit of $33.6 million as of Jan. 1, 2008.

Net income for the fourth quarter ended Jan. 1, 2008 was
$6.7 million, up 12.4% from $6.0 million in the same quarter ended
Jan. 2, 2007.  For the full fiscal year ended Jan. 1, 2008, the
company earned $12.5 million, in comparison to the net loss of
$6.8 million for the previous fiscal year.

The company's total revenues for the fourth quarter increased 6.1%
to $105.2 million from $99.2 million in the fourth quarter of the
prior year.  The company generated $402.9 million revenues for the
year ended Jan. 1, 2008 compared to $389.9 million revenues for
the previous year.

"We are very encouraged by the results of these changes, which
began late in the fourth quarter and have continued to date," Paul
Murphy, president and chief executive officer, said.  "For 2008,
we have limited our exposure to wheat price increases to
approximately $6.6 million when compared to our actual costs in
2007."

"With a measure of cost certainty in place, we have the
flexibility to strategically improve our margins through pricing
and new menu offerings," Mr. Murphy continued.
    
Fourth quarter revenue from company-owned restaurants increased
4.7% to $96.7 million from $92.4 million.  The 2007 figure
includes $1.3 million of gift-card breakage.  The company opened
seven new company-owned restaurants in the quarter, six of which
were opened in December.  In addition, the company completed the
planned closure of four underperforming company-owned restaurants.
    
Cost of sales for company-owned restaurants increased 7.9% to
$76.1 million from $70.5 million in the same quarter a year ago.   
While wheat was a contributor to the increased cost of sales,
agricultural commodities in general caused costs to increase.
    
Income from operations decreased to $8.8 million compared with
$10.9 million in the same quarter last year, due to an increase in
the cost of commodities and one-time charges that increased
general and administrative expenses.

"Our results in the fourth quarter were impacted by certain one-
time, pre-tax items," Rick Dutkiewicz, chief financial officer,
said.  "We incurred approximately $0.5 million of manufacturing
systems and distribution conversion charges, $0.3 million of
facility and sales tax adjustments and $0.3 million of other
charges."

"These charges were partially offset by a one-time $0.8 million
benefit related to our gift card breakage," Mr. Dutkiewicz added.  
"The reorganization and realignment of our operations' supervisory
and support personnel resulted in approximately $1.2 million of
additional costs and margin impact that occur naturally in a
transition period."
    
"We're pleased with the fourth quarter results, given the
difficult environment for the restaurant industry," Mr. Murphy
stated.  "Furthermore, as Rick noted, our fourth quarter results
include substantial costs associated with a dramatic
reorganization of our field operations to provide sharper focus
and accountability around both the financial performance and the
guest experience."
    
"The good news is the field reorganization clearly gained traction
by mid-December and, as of the end of February, we have seen 10
weeks of significantly improved margin performance," Mr. Murphy
relayed.  "As such, we are optimistic about the company's
prospects in 2008 and beyond."
    
For the full year results, income from operations grew to
$28.3 million in 2007 compared with $21.4 million in the prior
year.  While general and administrative expenses increased 8.4% or
$3.2 million, the company experienced a $1.9 million decrease in
depreciation expense, a $3.9 million decrease in intangible
amortization expense and a $2.0 million decrease in impairment
charges.
    
Net interest expense also declined significantly to $12.4 million
for the year from $19.6 million in 2006, as a result of the
company's equity offering, debt redemption and refinancing.  In
June 2007, the company reset its capital structure to include a
reduction in debt from $170.5 million to $90.6 million.
    
The company increased its number of restaurant locations to 612
compared with 598 at the end of 2006.  During 2007, the company
opened 31 licensed restaurants and 12 company-owned locations.
    
"In the face of the difficult environment, Einstein Noah
Restaurant Group continues to strengthen its financial position,"
Mr. Dutkiewicz said.  "Comparable store sales continue to increase
on a quarter-over-quarter and year-over-year basis. Our net income
continues to improve each year."

"We've posted net income growth in the fourth quarter and year to
date," Mr. Dutkiewicz continued.  "In addition, we believe our
proactive measures taken in 2007 and early 2008 in terms of
minimizing our exposure to agricultural commodities, delivering on
our strategic initiatives, as well as reshaping our restaurant
operational structure, will put us in position to deliver strong
financial performance for 2008 and beyond."

                About Einstein Noah Restaurant Group

Headquartered in Denver, Colorado, Einstein Noah Restaurant Group
(Nasdaq: BAGL) -- http://www.newworldrestaurantgroup.com/-- fka   
New World Restaurant Group Inc. (Other OTC: NWRG.PK) is a quick
casual restaurant industry that operates locations primarily under
the Einstein Bros. and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel brand.  The company
has approximately 600 restaurants in 36 states and the District of
Columbia under the Einstein Bros. Bagels, Noah's New York Bagels
and Manhattan Bagel brand.


ENERGY PARTNERS: Incurs $73.4MM Net Loss For 2007 Fourth Quarter
----------------------------------------------------------------
Energy Partners Ltd. reported a net loss of $73.4 million for the
2007 fourth quarter compared to a net loss for the fourth quarter
of 2006 of $52.5 million.  For the full fiscal 2007 year ended
Dec. 31, net loss reported is at $79.9 million compared to
$50.4 million net loss in 2006.

The company said the majority of the net loss for the fourth
quarter of 2007 was attributable to $100.4 million of pre-tax,
non-cash costs associated with property impairments.  The vast
majority of the impairments were associated with properties
located in its western offshore area.  Five properties, located
primarily in the western area, experienced mechanical difficulties
requiring significant capital to restore production, and accounted
for over 60% of the impairments.  The company determined, with its
decreased capital budget for 2008, this capital would be better
deployed to projects with more potential.  The remaining
impairment costs were mainly due to six fields in the western
offshore area that depleted earlier than anticipated or
experienced production underperformance and were partially
impaired.

Revenue for the fourth quarter of 2007 was $114.1 million, up from
the fourth quarter 2006 revenues of $111.6 million.  Revenue for
the year 2007 increased to $454.6 million from $449.6 million in
2006.  Discretionary cash flow, which is cash flow from operations
before changes in working capital and exploration expenditures,
totaled $70.7 million in the fourth quarter of 2007, versus
$65.0 million in the fourth quarter last year.  For the full year,
discretionary cash flow was $278.9 million compared to
$279.1 million in 2006.  Cash flow from operations in the most
recent quarter was $64.0 million, compared to $86.7 million in the
fourth quarter of 2006.  Cash flow from operations for 2007
totaled $293.9 million compared to $272.1 million in 2006.

As of Dec. 31, 2007, the company had cash on hand of $8.9 million.    
The company also had $170.0 million of remaining capacity
available under its bank facility at year end 2007.

"Our fourth quarter and full year results were clearly
overshadowed by the impairments of properties in our Western
offshore area," Richard A. Bachmann, EPL's chairman and chief
executive officer, commented.  "These impairments were the result
of mechanical and performance issues."

"The performance in our Western offshore area is unacceptable, and
we have taken decisive steps to correct this issue," Mr. Bachmann
said.  "These steps include reducing our capital spending in this
area going forward, an area that we no longer consider one of our
core focus areas for capital investment."

"It is important to note that these impairments occurred in areas
outside of our core focus areas in the Central and Eastern
offshore areas where we have experienced tremendous success,
particularly in our South Timbalier area," Mr. Bachman explained.  
"Our 2008 spending plans will be focused primarily on our core
areas in South Timbalier and our East Bay field where we have
enjoyed a good return on our capital deployed, and initiating
production from our deepwater Raton discovery."

"Our lack of exploratory drilling success in 2007 was clearly the
reason for our low reserve replacement from the drill bit," Mr.
Bachmann continued.  "Our negative revisions, mainly related to
the impairment of properties outside our renewed core focus areas,
led to all-in reserve adds that were less than our annual
production."

"We are undertaking a comprehensive risk assessment study, which
has been commissioned with an outside firm, to look at our past
performance, and more importantly, to take a critical look at our
current exploratory inventory and how to best execute on it," Mr.
Bachman elaborated.  "Nonetheless, our current proved reserve base
experienced an increase of almost $300 million in present value
compared to the prior year-end value."

"Our reserve base now has a higher concentration of oil reserves
than we have had in the past five years," Mr. Bachmann concluded.

As of Dec. 31, 2007, the company reported total assets of
$814.8 million, total debts of $712.8 and a total stockholders'
equity of $101.9 million.

                     About Energy Partners

Headquartered in New Orleans, Louisiana, Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com-- is an oil and natural gas  
exploration and production company.  The company's operations are
concentrated in the gulf of Mexico Shelf, the deepwater gulf of
Mexico, as well as the gulf coast onshore region.  As of Dec. 31,
2006, it had estimated proved reserves of approximately
170.1 billion cubic feet of natural gas and 29.9 million barrels
of oil, or an aggregate of approximately 58.3 million barrels of
fuel oil equivalent.  At Dec. 31, 2006, the company had interests
in 46 producing fields, six fields under development and two
properties on which drilling operations were then being conducted,
all of which are located in the gulf of Mexico region.  These
fields fall into five focus areas: eastern, central, western,
deepwater offshore and gulf coast onshore areas.


ENERGY PARTNERS: $100MM Pretax Charges Won't Affect S&P's B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that ratings on
independent exploration and production company Energy Partners
Ltd. (EPL; B/Negative/--) would not be immediately affected by
several recent developments.  The company announced $100 million
in noncash, pretax impairment charges, largely related to
mechanical failures, early depletion, and production difficulties
in fields located in its Western offshore area.  Its leverage
metrics have weakened year-over-year, with debt per proved barrel
currently above $11 on an adjusted basis.  And it has seen feeble
drilling and reserve replacement results in 2007.

S&P is mindful of an increase in perceived risk in the bond
market, as evidenced by EPL's bond spreads widening significantly
more than similarly rated issues over recent periods.  However,
S&P views as supportive of the current ratings EPL's 2008
liquidity and free cash flow prospects.  Nonetheless, should the
company's borrowing base fall by greater than 40% from its current
level ($200 million as of Dec. 30, 2007) at its next semiannual
redetermination in April 2008, we could lower the corporate credit
rating to 'B-'.  S&P expects that EPL will likely generate modest
free cash flow in 2008 to put toward debt reduction, given a
reduced capital spending budget and a favorable near-term
commodity price outlook.  In the longer term, EPL's short reserve
life (under five years on a proved basis), its high asset
concentration in the capital-intensive U.S. Gulf of Mexico shelf
region, and S&P's increasing skepticism as to whether management
can improve upon subpar operating performance will continue to
weigh on ratings.


ENTERCOM COMM: Posts $9 Mil. Net Loss in Quarter ended December 31
------------------------------------------------------------------
Entercom Communications Corp. reported financial results for the
quarter and year ended Dec. 31, 2007.  

The company's net loss for quarter ended Dec. 31, 2007, was
$9.36 million compared to net income of $6.93 million for the same
period in the previous year.

In the fourth quarter, the company recorded a non-cash pre-tax
intangible impairment charge of $38.7 million, contributing to a
decrease in net income.

Free cash flow increased 73% from $17.5 million to $30.2 million

              Additional Fourth Quarter Information

On Feb. 12, 2008, the company's board of directors approved a
quarterly dividend of $0.38 per share for the first quarter.  The
record date for the company's first quarter dividend is March 14,
2008, and the payment date is March 28, 2008.

On Dec. 10, 2007 the company acquired WVEI-FM fka WBEC-FM, a
station in Springfield, Massachusetts for $5.8 million in cash.
The company had operated the station under a time brokerage
agreement beginning on Feb. 10, 2006.

On Dec. 5, 2007, the company completed an exchange transaction
whereby it acquired a Cincinnati, Ohio radio station from Cumulus
Media Partners LLC and Cumulus acquired a Cincinnati, Ohio radio
station from the company.  On Nov. 1, 2006, the company and
Cumulus each began operating the respective radio station being
acquired under a TBA.  On Feb. 26, 2007, Bonneville International
Corporation began operating under a TBA the Cincinnati radio
station the company acquired from Cumulus.

On Nov. 30, 2007, the company acquired four radio stations in
Austin, Texas, four radio stations in Cincinnati, Ohio and three
radio stations in Memphis, Tennessee from CBS Radio Stations Inc.
for $220 million in cash.  The company had operated the Austin and
Memphis stations, well as three of the four Cincinnati stations,
under a TBA which began on Nov. 1, 2006.

On Nov. 30, 2007, the company acquired four radio stations in
Rochester, New York, from CBS for $42 million in cash.  The
company did not operate these stations prior to the transaction
closing, and therefore these stations had no impact on the
company's financial results prior to Nov. 30, 2007.  The company
is divesting three of its combined eight stations in this market,
and these three stations are operated and held separately.

During the quarter, the company recorded a non-cash pre-tax
intangible impairment charge of $38.7 million related to the
company's New Orleans, Norfolk and Greensboro markets.

On Jan. 15, 2008, the company completed the sale of KLQB-FM fka
KXBT-FM, one of the four Austin, Texas radio stations included in
the CBS transactions, to Univision Radio Broadcasting Texas L.P.
for $20 million in cash.  Univision had operated this station
under a TBA since Feb. 26, 2007.  The company now owns three
stations in the Austin market.

For full year, the company has $8.35 million net loss, compared to
net income of $47.98 million in 2006.

For the year, the company recorded non-cash pre-tax intangible
impairment charges of $84 million, contributing to a decrease in
net income.

Free cash flow declined 2% from $93.1 million to $91.7 million.

At Dec. 31, 2007, the company's balance sheet showed total assets
of 1.91 billion, total liabilities of $1.25 billion and total
shareholders' equity of $0.66 billion.

"We are pleased to report positive fourth quarter results,
highlighted by growth in same station revenues and same station
operating income," David J. Field, president and chief executive
officer stated.  "In 2008, we are experiencing significant growth
in our digital and business development efforts, partially
offsetting the impact of the general economic slowdown.  We expect
free cash flow to grow during the first quarter over the prior
year period."

                        Pending Transactions

On Feb. 26, 2007, the company commenced operations under a TBA
with Bonneville that allowed the company to operate Bonneville's
three San Francisco, California stations.  Concurrently,
Bonneville commenced operations under a TBA that allowed
Bonneville to operate the company's four stations in Cincinnati,
Ohio and three stations in Seattle, Washington.  

The company anticipates that this transaction will be completed
during the first half of 2008 upon approval by the FCC and
satisfaction of customary closing conditions.  No cash payment by
the company will be required to complete this exchange
transaction.  Upon completion of this transaction, the company
will own three stations in the San Francisco market and continue
to own four stations in the Seattle market.

On Jan. 31, 2007, the company entered into an agreement of sale
and a TBA with Salem Communications Holding Corporation to dispose
of KTRO-AM, fka KKSN-AM, in Portland, Oregon for at least
$4.2 million in cash.  Salem commenced operations of KTRO-AM on
February 1, 2007 under a TBA.  Upon completion of this
transaction, the company will continue to own six stations in the
Portland market.

The company is in the process of divesting three stations in the
Rochester, New York market and these stations are being operated
and held separately.  The operating results of these three
stations to be disposed are reflected as discontinued operations.

                About Entercom Communications Corp.

Headquartered in Bala Cynwyd, Penn., Entercom Communications
Corp., (NYSE: ETM) -- http://www.entercom.com/-- engages in the   
acquisition, development, and operation of radio broadcast
properties in the U.S.  It broadcasts news, talk, classic rock,
sports, adult contemporary, alternative, oldies and jazz, and
other programs.

                           *     *     *

Standard & Poor's Ratings Services placed Entercom Communications
Corp.'s long term foreign and local issuer credit ratings at 'BB-'
in November 2006.  The ratings still hold to date with a negative
outlook.


EQUIFIRST LOAN: Fitch Chips Ratings on $650.1 Million Certificates
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Equifirst Loan
Securitization Trust mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.  Affirmations total $220.3 million
and downgrades total $650.1 million.  Break Loss percentages and
Loss Coverage Ratios for each class are included with the rating
actions as:

Equifirst Loan Trust 2007-1 Aggregate Pool
  -- $277.9 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 43.45, LCR: 1.76);

  -- $220.3 million class A-2A affirmed at 'AAA',
     (BL: 55.83, LCR: 2.26);

  -- $140.1 million class A-2B downgraded to 'AA' from 'AAA'
     (BL: 43.91, LCR: 1.78);

  -- $11.8 million class A-2C downgraded to 'AA' from 'AAA'
     (BL: 43.30, LCR: 1.75);

  -- $57.9 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 36.97, LCR: 1.5);

  -- $45.6 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 31.89, LCR: 1.29);

  -- $15.2 million class M-3 downgraded to 'B' from 'AA'
     (BL: 30.15, LCR: 1.22);

  -- $21.6 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 27.62, LCR: 1.12);

  -- $16.2 million class M-5 downgraded to 'B' from 'A+'
     (BL: 25.66, LCR: 1.04);

  -- $11.3 million class M-6 downgraded to 'B' from 'A'
     (BL: 24.19, LCR: 0.98);

  -- $20.1 million class B-1 downgraded to 'CCC' from 'A-'
     (BL: 21.41, LCR: 0.87);

  -- $13.7 million class B-2 downgraded to 'CCC' from 'BBB+'
     (BL: 19.57, LCR: 0.79);

  -- $18.6 million class B-3 downgraded to 'CC' from 'BBB'
     (BL: 17.68, LCR: 0.72).

Deal Summary
  -- Originators: Equifirst (100%)
  -- 60+ day Delinquency: 11.24%
  -- Realized Losses to date (% of Original Balance): 0.00%
  -- Expected Remaining Losses (% of Current balance): 24.70%
  -- Cumulative Expected Losses (% of Original Balance): 23.34%

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.


E*TRADE FINANCIAL: Appoints Donald Layton as CEO
------------------------------------------------
The Board of Directors of E*TRADE Financial Corporation appointed
Chairman Donald H. Layton to serve as the company's Chief
Executive Officer, according to the company's 8-K report filed
with the U.S. Securities and Exchange Commission.

Mr. Layton, a 32-year financial services industry veteran, was
elected Chairman of the Board on Nov. 29, 2007, after serving as
an advisor to the Board during November 2007.  Mr. Layton will
continue to serve as a Director and Chairman of the Board.  R.
Jarrett Lilien, who was appointed acting CEO on Nov. 29, 2007,
will resume his role as President and Chief Operating Officer and
remain a Director of the company.

"The Board is fortunate to have had the opportunity to work
closely with Don over the last few months as he helped construct
the company's Turnaround Plan.  We have been tremendously
impressed with his leadership and his vast business experience,
which spans capital markets, consumer financial services and
financial institution management," said C. Cathleen Raffaeli, the
newly-elected Lead Independent Director and member of the CEO
Search Committee.  "The Board is highly confident that Don is the
right choice to return E*TRADE FINANCIAL to its position as a
growth company.  We are pleased that he has agreed to accept the
position of CEO."

"Having worked directly with the Board of Directors and the
management team over the past few months, I am fully convinced
that the E*TRADE franchise has immense strength, perhaps best
exemplified by the quick return of its customer volumes.  I also
believe that its current financial issues can be effectively
managed despite the tough environment," said Mr. Layton.  "I look
forward to my expanded role and am committed to seeing the Company
reach its full potential."

Mr. Layton will receive an annual base salary of $1,000,000, and
the company granted to Mr. Layton stock options and restricted
stock, which will vest on a quarterly basis through 2009 and have
an initial aggregate value of approximately $15.4 million (with
the value for the stock options based on an option valuation
methodology and for restricted stock based on the intrinsic value
on the grant date).

Mr. Layton and the Company will enter into an employment agreement
with a term through 2009, which will provide for no further equity
grants and no opportunity for any cash bonuses during the term.  
Under the employment agreement, if Mr. Layton is terminated
without cause, or if after a change in control, he resigns for
"good reason" (as defined in the company's previously filed form
of executive employment agreement), he will receive a severance
payment of $5 million and accelerated vesting of his equity
awards.  He will not receive separate compensation as Chairman or
as a director.

Mr. Layton's 32 years of experience in financial services includes
29 years at JPMorgan Chase & Co. and its predecessors.  Prior to
his retirement in 2004 from J.P. Morgan Chase & Co., Mr. Layton
was Vice Chairman and a member of its three-person Office of the
Chairman and its Executive Committee.

Previously, Mr. Layton had been Co-Chief Executive Officer of J.P.
Morgan, the investment bank of J.P. Morgan Chase & Co.  Prior to
the merger of Chase Manhattan and JPMorgan in 2000, Mr. Layton had
been responsible since 1996 for Chases worldwide capital markets
and trading activities, including foreign exchange, risk
management products, emerging markets and fixed income.

Mr. Layton, as Senior Advisor to the Securities Industry and
Financial Markets Association, chairs an industry committee
developing a stand-by dealer financing capability for government
and other securities.  He is also a member of the Federal Reserve
Bank of New York's International Capital Markets Advisory
Committee and the MIT Visiting Committee for Economics, and serves
as Chairman of the Board for the Partnership for the Homeless and
as a director of the International Executive Service Corps.  In
May 2006, he became a member of the board of directors of Assured
Guaranty Ltd., a credit insurance company.

Mr. Lilien has been President and Chief Operating Officer of the
Company since 2003 and led the retail operation to produce five
years of record results. In the last 90 days, he has developed and
implemented the first phase of the company's Turnaround Plan,
which has stabilized customer confidence and returned customer
engagement to normalized levels.

"In the last three months, Jarrett has shown he is a true leader,
managing the Company to operational stability and placing it
squarely on the path to growth," said Mr. Layton.  "He will
continue to focus on building a premier retail franchise as the
Companys President and Chief Operating Officer. The Board, and I
personally, want to thank him for everything he has done in such
difficult circumstances."

                     About E*TRADE Financial

Based in New York City, E*Trade Financial Corporation (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial services
including trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank, or
its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.


E*TRADE FINANCIAL: Reaches Pact Settling $4 Million MarketXT Spat
-----------------------------------------------------------------
E*TRADE Financial Corporation disclosed in its 10-K filing with
the U.S. Securities and Exchange Commission that its legal
proceeding against MarketXT Holdings Inc. has been resolved.  It
will no longer report about the lawsuit in its future filings.

The U.S. District Court for the Southern District of New York
approved a settlement agreement in December 2007 between the
company and MarketXT, resolving the lawsuit concerning several
contested matters.

The company relates that in June 2002, the company acquired from
MarketXT Holdings, Inc. fka Tradescape Corporation, these
entities:

   -- Tradescape Securities, LLC;
   -- Tradescape Technologies, LLC; and
   -- Momentum Securities, LLC.

Disputes subsequently arose between the parties regarding the
responsibility for liabilities that first became known to the
company after the sale.

On April 8, 2004, MarketXT filed a complaint in the New York
District Court against the company, certain of its officers and
directors, and other third parties, including Softbank Investment
Corporation and Softbank Corp., alleging that defendants were
preventing plaintiffs from obtaining certain contingent payments
allegedly due, and as a result, claiming damages of $1.5 billion.

On April 9, 2004, the company filed a complaint in the same Court
against certain directors and officers of MarketXT seeking
declaratory relief and unspecified monetary damages for
defendants' fraud in connection with the 2002 sale, including
having presented the company with fraudulent financial statements
regarding the condition of Momentum Securities, LLC during the due
diligence process.

Subsequently, MarketXT was placed into bankruptcy, and the company
filed an adversary proceeding against MarketXT and others in
January 2005, seeking declaratory relief, compensatory and
punitive damages, in those Chapter 11 bankruptcy proceedings in
the U.S. Bankruptcy Court for the Southern District of New York
entitled, "In re MarketXT Holdings Corp., Debtor."  In that same
court, the company filed a separate adversary proceeding against
Omar Amanat in those Chapter 7 bankruptcy proceedings entitled,
"In re Amanat, Omar Shariff."

In October 2005, MarketXT answered the company's adversary
proceeding and asserted its counterclaims, subsequently amending
its claims in 2006 to add a $326 million claim for "promissory
estoppel" in which MarketXT alleged, for the first time, that the
company breached a prior promise to purchase the acquired entities
in 1999-2000.

In April 2006, Omar Amanat answered the company's separate
adversary proceeding against him and asserted his counterclaims.
In separate motions before the Bankruptcy Court, the company has
moved to dismiss certain counterclaims brought by MarketXT
including those described above, as well as certain counterclaims
brought by Mr. Amanat.

In a ruling dated Sept. 29, 2006, the Bankruptcy Court in the
MarketXT case granted the company's motion to dismiss four of the
six bases upon which MarketXT asserts its fraud claims against the
company; its conversion claim; and its demand for punitive
damages.  In the same ruling, the Bankruptcy Court denied in its
entirety MarketXT's competing motion to dismiss the company's
claims against it.  On Oct. 26, 2006, the Bankruptcy Court
subsequently dismissed MarketXT's "promissory estoppel" claim.

Under the agreement, the company agreed, without admitting
liability, to pay $3,995,000 to the Chapter 11 Trustee in behalf
of the bankruptcy estate of MarketXT, in exchange for a general
release from MarketXT as well as its promise to defend and
indemnify the company in certain other actions up to a maximum of
$3,995,000.

The District Court subsequently approved a separate settlement
agreement on Jan. 8, 2008 between the company and the Trustee for
the bankruptcy estate of Omar Amanat under the terms of which the
company paid to said Trustee the sum of $50,000 in exchange for a
general release.

                          About MarketXT

Based in New York City, MarketXT, Inc. develops technology-based
products and services that seek to modernize trading by
significantly increasing the efficiency of institutional trades
for both the buy- and sell- side.

The company filed for Chapter 11 protection on June 15, 2005
(Bankr. S.D.N.Y. Case No. 05-14349).  The Debtor its parent
MarketXT Holdings Corporation, also filed for Chapter 11
protection on Mar. 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078).  
There is also an involuntary chapter 11 petition filed against
Epoch Investment, L.P., fka Empyrean Investments, L.P., on May 12,
2005 (Bankr. S.D.N.Y. Case No. 05-13470).

Gabriel Del Virginia, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $1 million
to $10 million.

                     About E*TRADE Financial

Based in New York City, E*Trade Financial Corporation (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial services
including trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank, or
its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.


FCDC COAL: Court Directs Chief Restructuring Officer Appointment
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
directed the appointment of a chief restructuring officer --  
either Ira Genser or Steven Cohn from Alvarez & Marsal North
America LLC -- for FCDC Coal Inc. and Black Diamond Mining Co.,
Bill Rochelle of Bloomberg News reports.

The Court says that the CRO will "have the same powers as a
trustee," which will include retention and termination of workers,
and the investigation of the Debtors' officers, Mr. Rochelle
relates.

As reported in the Troubled Company Reporter on Feb. 25, 2008,
lenders Prudential Insurance Co. of America, C.I.T. Capital
U.S.A., Inc., and The C.I.T Group/Commercial Services, Inc.,
bankruptcy petitioners of FCDC Coal and Black Diamond had ask the
Court to direct the appointment of a Chapter 11 trustee for the
Debtors.  The petitioners alleged that the Debtors' controlling
equity owner Harold E. Sergent and other shareholders are
"hopelessly conflicted."  They insisted that the company has no
money since losing $25 million last year and they had refused to
dole out a single cent until a trustee assumes control of the
company and comes up with an appropriate budget.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors' owe them $150 million.


FCDC COAL: Court OKs $12MM Financing, Sets March 14 for Final Nod
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
will convene a hearing, on March 14, 2008, to approve a
$12 million post-petition financing for FCDC Coal Inc. and Black
Diamond Mining Co. on a final basis, Bill Rochelle of Bloomberg
News reports.

Contingent with the appointment of a chief restructuring officer,
the Debtors obtained interim approval from the Court to borrow up
to $12 million from lenders Prudential Insurance Co. of America,
C.I.T. Capital U.S.A., Inc., and The C.I.T Group/Commercial
Services, Inc., who are also the Debtors' bankruptcy petitioners,
according to Mr. Rochelle.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the
petitioners had requested for the appointment of a Chapter 11
trustee to manage the Debtors' bankruptcy case.  They insisted
that the Debtors have no money since losing $25 million last year,
and they refuse to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors' owe them $150 million.


FEDDERS CORP: Wants Exclusive Plan Filing Period Moved to April 14
------------------------------------------------------------------
Fedders Corp. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

   a) file a Chapter 11 plan until April 14, 2008; and
   b) solicit acceptances of that plan until June 13, 2008.

The Debtors tell the Court that they need sufficient time to
negotiate an acceptable plan with their creditors and to prepare
adequate financial and non-financial information concerning the
ramifications of any proposed plan for disclosure to creditors.

The Debtors say that they have made substantial progress in their
cases.  The Debtors are devoting most of their time marketing
their assets and negotiating with potential purchasers.  The
Debtors have sold substantially all the assets of their
affiliates, including:

   -- Eubank Coil Company to National Oil Company, United
      Refrigeration Inc., and Tersco Property Management Limited
      for $2,340,000;

   -- Fedders Addison Company Inc. to Roberts-Gordon LLC for
      $14,400,000; and

   -- Fedders Islandaire Inc.'s assets to Robert E. Hansen,
      Jr., for $7.5 million.

In addition, the Debtors are seeking the Court's approval of the
sale of their Fedders North America Inc. and Emerson Quite Kool
Corporation subsidiaries to Elco Holding Ltd. for $13,250,000.

The Debtors say that the exclusive periods extension request will
provide them enough time to complete Fedders North and Emerson
Quite sale, which they expect to close by end of March 2008.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Debtors' exclusive period to file a Chapter 11 plan expired on
Feb. 29, 2008.

A hearing has been set on March 12, 2008, at 4:00 p.m., to
consider the Debtors' request.  Objections must be filed no later
than 11:00 p.m., at March 19, 2008.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  As of Dec. 31, 2007, the Debtors listed total assets
of $160 million and total liabilities of $349 million.  Further,
net sales of 2007 were approximately $132 million.


FIRST HORIZON: Fitch Affirms Low-B Ratings on Nine Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed these First Horizon mortgage pass-
through certificates:

Series 2002-8
  -- Class A at 'AAA'.

Series 2002-9
  -- Class A at 'AAA'.

Series 2003-2
  -- Class A at 'AAA'.

Series 2003-3
  -- Class A at 'AAA'.

Series 2003-4
  -- Class A at 'AAA'.

Series 2003-9
  -- Class A at 'AAA'.

Series 2003-10
  -- Class A at 'AAA';
  -- Class B-1 at 'AAA';
  -- Class B-2 at 'AA-';
  -- Class B-3 at 'A-';
  -- Class B-4 at 'BBB';
  -- Class B-5 at 'B+'.

Series 2003-AR1
  -- Class A at 'AAA'.

Series 2003-AR2
  -- Class A at 'AAA'.

Series 2003-AR3
  -- Class A at 'AAA'.

Series 2003-AR4
  -- Class A at 'AAA';
  -- Class B-1 at 'AA+';
  -- Class B-2 at 'A+';
  -- Class B-3 at 'BBB+';
  -- Class B-4 at 'BB+';
  -- Class B-5 at 'B+'.

Series 2004-1
  -- Class A at 'AAA';
  -- Class B-1 at 'AA+';
  -- Class B-2 at 'A+';
  -- Class B-3 at 'BBB+';
  -- Class B-4 at 'BB+';
  -- Class B-5 at 'B+'.

Series 2004-2
  -- Class A at 'AAA'.

Series 2004-4
  -- Class A at 'AAA'.

Series 2004-6
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

Series 2004-AR2
  -- Class A at 'AAA'.

Series 2004-AR3
  -- Class A at 'AAA'.

Series 2004-AR4
  -- Class A at 'AAA'.

Series 2004-AR6
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

Series 2004-AR7
  -- Class A at 'AAA'.

Series 2004-FL1
  -- Class A at 'AAA'.

The affirmations, affecting approximately $2.313 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.

The collateral of the above transactions with 'AR' in the series
name generally consists of adjustable-rate, first-lien, fully
amortizing mortgage loans extended to prime borrowers and secured
by first-liens on one- to four-family residential properties.  The
collateral of 2004-FL1 generally consists of floating-rate, first-
lien, fully-amortizing mortgage loans extended to prime borrowers
and secured by first-liens on one- to four-family residential
properties.  The collateral of the above transactions with only
numbers in the series name generally consists of fixed-rate,
first-lien, fully-amortizing mortgage loans extended to prime
borrowers and secured by first-liens on one- to four-family
residential properties.  The loans were originated or purchased by
and are serviced by First Horizon Home Loan Corp., which is rated
'RPS2' by Fitch.

As of the January 2008 remittance date, the pool factors of the
above transactions range from 5% (series 2003-AR1) to 71% (series
2004-4).  In addition, the seasoning ranges from 37 months (series
2004-AR7, series 2004-FL1) to 62 months (series 2002-8).


FORD MOTOR: Discloses Plans to Return to Profitability by 2009
--------------------------------------------------------------
Ford Motor Company disclosed plans to further align its capacity
with demand at four U.S. manufacturing facilities as it works to
return its North American operations to profitability by 2009.

Chicago Assembly Plant and Louisville Assembly Plant will operate
on one shift beginning this summer.  The date for the shift
reduction has not been finalized.  Cleveland Engine Plant #2 will
operate on one shift beginning in late April.  Additionally,
Cleveland Engine Plant #1, which has been idled since May 2007,
will resume production in the fourth quarter.  The company had
planned to resume production resume this spring.

The change to a one-shift production pattern does not affect
production volume.  Rather, it allows the plants to operate more
efficiently by running continually and reducing "down weeks."  
Approximately 2,500 employees will be affected at the three
plants.

"We remain focused on our plan to return the North American
automotive business to profitability," Mark Fields, Fords
president of The Americas, said.  "These actions are necessary as
we align our capacity and product mix to meet real customer
demand."

Ford is currently offering its U.S. hourly workforce the
opportunity to select from one of 10 retirement and buyout
packages, including special offers that provide money for
education and a new entrepreneurial package that offer employees
interested in starting a business a lump sum payout and family
health insurance coverage.  Ford also enhanced its package
offering for retirement-eligible employees.

"The buyouts and capacity actions are designed to ensure that our
manufacturing facilities are operating in the most efficient way,"
Joe Hinrichs, group vice president, Global Manufacturing, said.  
"By adjusting our operating patterns in this way, we can produce
the right volume and avoid down weeks.  The stability in
operations is better for our employees, our suppliers and the
quality of the product."

The Chicago Assembly Plant, opened in 1924, currently builds the
Ford Taurus, Taurus X, Mercury Sable and will be home to the all-
new 2009 Lincoln MKS, which will arrive in dealer showrooms this
summer.  It employs approximately 2,300 workers.  The plant is
slated to receive an additional new product as outlined in the
2007 UAW-Ford Collective Bargaining Agreement, which expires in
2011.

Opened in 1955, Louisville Assembly Plant produces the Ford
Explorer, Explorer Sport Trac and Mercury Mountaineer.  It
currently has approximately, 2,200 employees and is slated to
receive an investment in a new body shop and a new product as
outlined in the 2007 UAW-Ford Collective Bargaining Agreement,
which expires in 2011.

Opened in 1955, Cleveland Engine Plant #2 produces the 3.0-liter
engine.  It employs approximately 800 employees.  Cleveland Engine
Plant #1, which opened in 1951, produced the Duratec 3.5-liter
engine until it was temporarily idled in May 2007.  Production of
the 3.5-liter continues at Lima Engine Plant.

                        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.


FORD MOTOR: February 2008 Sales in Canada Increase 4.1%
-------------------------------------------------------
In February, Ford Motor Company of Canada, Ltd., overall sales
increased 4.1% to 14,054 units. Total truck sales were up 6.1% at
10,813 units and total car sales of 3,241 units mark a 2.1%
decline compared to last February.

February's heavy precipitation has not dampened the pace of sales
at Ford Motor Company of Canada, Ltd., with many vehicles seeing
significant double-digit increases compared to last February.  In
fact, six models hit February sales records, including Canadian-
built crossovers Ford Edge and Lincoln MKX.

"Canadians love the design and functionality of crossover utility
vehicles," Barry Engle, president and CEO, Ford of Canada, said.  
"Last year, sales of crossovers grew more quickly than any other
segment in the automotive industry, and in that hot market, Ford
sold more crossovers than any other manufacturer.  We expect the
rapid growth in crossovers to continue this year, and we offer
consumers a lot of choice with Ford Edge, Ford Taurus X and
Lincoln MKX, and coming soon, Ford Flex."

          Six Models Set All-Time February Sales Records

   * Ford Edge sales increase 98%, for its best February on   
     record;
   
   * Ford Escape sales rise 86%, marking its best February on
     record;
    
   * Ford Escape Hybrid up 66%, making this its best February
     ever;
   
   * Ford Fusion up 11%, for its best February ever;
   
   * Ford Mustang sales increase 65%;
   
   * Ford Ranger saw a 33% sales jump;
    
   * Lincoln MKX up 59%, marking its best February sales on
     record; and
    
   * Lincoln MKZ sales increase 9%, for its best February ever.

                  February 2008 Vehicle Sales

     Total vehicles           2008         2007      Change
     --------------           ----         ----      ------
     February               14,054       13,502        4.1%
     January & February     26,787       25,116        6.7%

     Total Cars
     ----------
     February                3,241        3,311       -2.1%
     January & February      6,103        6,326       -3.5%

     Total Trucks
     ------------
     February               10,813       10,191        6.1%
     January & February     20,684       18,790        10.1%

                        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.


FORD MOTOR: Likely to Close Sale Deal with Tata Motors in 2nd Qtr.
------------------------------------------------------------------
A luxury brands sale deal between Ford Motor Co. and Tata Motors
Ltd. is expected to close between April and June, according to
Ford's U.S. Securities and Exchange Commission annual report
filing.

As reported by the Troubled Company Reporter on Feb. 26, 2008,
the announcement of the sale of Ford Motor's Jaguar and Land Rover
Marques brands to Tata Motors is expected to be made on March 6 or
7.  The transaction is speculated to be at a $1.5 billion to $2
billion range.

According to the Economic Times, both parties are still in talks
over issues relating to supply of engines, platforms and
technologies.

As previously reported in the TCR, Tata Motors and Ford met with
British union leaders to resolve final details before drawing up a
memorandum of understanding for the sale.  The union is satisfied
with Tata Motors assuring them, among others, of keeping
employment in the United Kingdom at its current level.

Ford committed to sell Jaguar and Land Rover in order to
restructure its core Automotive operations and build liquidity,
the SEC filing stated.

                          About Tata Motors

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

                        About Ford Motor

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

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

                          *     *     *

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

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


FORD MOTOR: February 2008 Sales Decreases 7% at 196,681
-------------------------------------------------------
Total Ford Motor Company sales, including Jaguar, Land Rover, and
Volvo, totaled 196,681, also down 7%.

Ford's new Focus and SYNC are connecting with small car buyers.  
Focus retail sales were up 36% in February -- the fourth month in
a row of higher retail sales.

"The new Focus and SYNC arrived at an opportune time," Jim Farley,
Ford's group vice president, Marketing and Communications, said.  
"We needed to raise awareness and consideration among younger
buyers -- and Focus and SYNC are getting us back in the game."

Buyers age 16-35 account for 32% of retail sales for the 2008
Focus, compared with 28% for the previous model.  Focus is one of
12 Ford, Lincoln and Mercury models equipped with SYNC, an
affordable, in-car connectivity technology that fully integrates
most Bluetooth-enabled cell phones and MP3 players by voice
activation.

Retail car sales were 4% higher than a year ago paced by the Focus
and the three mid-size sedans -- Ford Fusion, Mercury Milan, and
Lincoln MKZ -- which combined posted a retail sales increase of
7%.

Crossover utility vehicles continued to see higher sales in
February (up 10%).  Higher sales for the Ford Edge (up 46%) and
Lincoln MKX (up 22%) led the increase in CUVs.

The MKZ and MKX helped Lincoln post higher retail sales in
February (up 2%) although total sales were down 11%, reflecting
lower fleet sales.

Among trucks, sales for Ford's F-Series pickup totaled 52,548, off
5% from a year ago.  Sales for Ford's compact pickup, the Ranger,
totaled 7,431, up 27%.

Sales for traditional sport utility vehicles continued to decline
in February as combined sales for the Ford Explorer and
Expedition, Mercury Mountaineer, and Lincoln Navigator were 22%
lower than a year ago.

Ford, Lincoln and Mercury sales totaled 185,294, down 7% compared
with a year ago.   Lower daily rental sales (down 20%) accounted
for 60% of the decline.

                     North American Production

In the second quarter 2008, the company plans to produce 730,000
vehicles, a level 10% lower than a year ago when the company
produced 811,000 vehicles.  The reduction reflects the current
economic conditions.

In the first quarter 2008, the company plans to produce 685,000
vehicles, unchanged from the previously announced plan.

                        About Ford Motor

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

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

                          *     *     *

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

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


GENERAL MOTORS: February 2008 Sales Drop 13% Compared to Last Year
------------------------------------------------------------------
General Motors Corp. dealers in the United States delivered
270,423 vehicles in February, a decrease of 13% compared with an
unusually strong February last year.

"Our new launch vehicles, including the award-winning Chevrolet
Malibu and Cadillac CTS, had a sensational month, as did the
Chevrolet Cobalt, Saturn Aura, and the Pontiac G6," Mark LaNeve,
vice president, GM North America Vehicle Sales, Service and
Marketing, said.  "Most importantly, despite tough market
conditions, we anticipate our total retail vehicle sales share to
have remained flat for the first two months of the year compared
to 2007.  We are encouraged by our performance in the key
passenger car categories, and while the overall market for trucks
is challenging, we anticipate holding our share for full-size
pickups and utilities."

Truck sales declined 20% compared with a year ago.

GM's fuel-efficient cars saw strong growth.  Chevrolet Cobalt
total sales were up 56% with retail up 24%; Pontiac G6 was up 50
percent total and 6% retail; and Buick LaCrosse total sales were
up 12% compared with February 2007.

The Buick Enclave, GMC Acadia and Saturn Outlook together
accounted for more than 11,000 vehicle sales in the month, an
increase of 94% compared with the same month last year.  Outlook
sales were up 15%; Acadia sales increased 39%; and there were more
than 3,800 Buick Enclaves sold.

Also of note, the Chevrolet Equinox compact crossover utility had
total sales of more than 8,600 vehicles for a 15% increase, and a
retail sales increase of 8% compared to a year ago.

"Our sales increase at Cadillac shows the power of new products to
attract consumers -- even in a tough market," Mr. LaNeve added.  
"Additionally, Saturn Outlook had a 15 percent total sales
increase, illustrating that vehicle's contribution to the mid-
utility crossover segment performance.  We remain focused on
offering vehicles that have industry-leading value, great fuel
economy and the best warranty coverage of any full-line
automaker."

                     Certified Used Vehicles

February 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 42,305
vehicles, down 1% from last February.  Year-to-date sales are
79,974 vehicles, down 7% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted February sales of 37,716 vehicles, equivalent to
last February's results.  Cadillac Certified Pre-Owned Vehicles
sold 3,270 vehicles, up 5% from February 2007.  Saturn Certified
Pre-Owned Vehicles sold 706 vehicles, down 44%.  Saab Certified
Pre-Owned Vehicles sold 458 vehicles, down 15%, and HUMMER
Certified Pre-Owned Vehicles sold 155 vehicles, up 52%.

"Certified sales are off to a solid start in the first quarter,"
Mr. LaNeve said.  "February sales for GM Certified Used Vehicles
were up 13% from last month, but equivalent year over year to a
strong sales performance in February 2007.  Cadillac Certified
Pre-Owned Vehicles posted a 5% sales increase over last February,
while Hummer Certified Pre-Owned Vehicles rose 52%."

In February, GM North America produced 350,000 vehicles (129,000
cars and 221,000 trucks).  This is up 1,000 units or less than 1%
compared to February 2007 when the region produced 349,000
vehicles (130,000 cars and 219,000 trucks).  Production totals
include joint venture production of 22,000 vehicles in February
2008 and 20,000 vehicles in February 2007.

The region's 2008 first-quarter production forecast remains
unchanged at 965,000 vehicles (357,000 cars and 608,000 trucks).  
Additionally, GM North America's initial 2008 second-quarter
production forecast is set at 1.08 million vehicles (408,000 cars
and 672,000 trucks), down 62,000 units or 5% from second-quarter
2007 actuals.  In the second-quarter of 2007 the region produced
1.142 million vehicles (402,000 cars and 740,000 trucks).

                           About GM

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 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.


GENERAL MOTORS: Appoints Frederick Henderson as President and COO
-----------------------------------------------------------------
Rick Wagoner, General Motors Corp. chairman and chief executive
officer, disclosed that the board of directors approved these
appointments, effective immediately, at its meeting yesterday:

   * Frederick (Fritz) A. Henderson, 49, vice chairman and chief
     financial officer, is elected president and chief operating
     officer;

   * Ray Young, 46, currently group vice president - finance, is
     elected executive vice president and chief financial officer,
     replacing Mr. Henderson; and

   * Thomas G. Stephens, 59, currently group vice president,
     global powertrain and global quality, is also elected
     executive vice president.

"There's a lot going on at GM today," Mr. Wagoner said.  "Besides
our massive business transformations in the U.S. and Europe, we're
experiencing explosive growth in emerging markets -- in some
cases, in countries where GM doesn't have a long history.  The
industry is in the midst of the largest technology transformation
it has ever faced.  And GM continues to implement a truly global
automotive operating structure.

"It's an opportune time to further bolster our top leadership
structure; specifically, it's the right time to reestablish GM's
traditional President and Chief Operating Officer position," Mr.
Wagoner continued.  "And Fritz Henderson is the right person to
assume this role. He's had a broad range of experiences in leading
three of our regions and in a number of other GM businesses over
the years, and he's made a tremendous contribution in each role.  
I look forward to working closely with Fritz and Bob Lutz, who so
ably leads our global product development team, as we continue to
implement the plan to transform General Motors for our second 100
years.

"Ray Young brings a wealth of finance and operating experience to
the CFO role, including leading GM do Brasil to record business
results in his most recent assignment.  Tom Stephens' promotion
recognizes the huge role that advanced propulsion strategies will
play in GM's future, as well as Tom's strong leadership and
technical skills," Mr. Wagoner added.

"GM is in the process of a remarkable transformation under Rick
Wagoner's strong leadership. Tremendous progress has been made,"
George Fisher, presiding director of the GM board of directors,
commented.  "The promotion of Fritz Henderson to president and
chief operating officer, along with Bob Lutz's continued success
at transforming our global product activities, and the promotions
of Ray Young and Tom Stephens, will further solidify our
leadership structure for today and the future.  The GM board is
excited about the direction that GM is headed and believes these
executive appointments will further support our business strategy
and the work that needs to be done to achieve our growth,
technology leadership and financial objectives."

Mr. Henderson and Young will report to Mr. Wagoner.  Reporting to
Mr. Henderson, in addition to Mr. Stephens, will be the four
regional presidents; Troy Clarke, GM North America; Carl-Peter
Forster, GM Europe; Maureen Kempston Darkes, GM Latin America,
Africa and Middle East; and Nick Reilly, GM Asia-Pacific.  Also
reporting to Mr. Henderson will be Bo Andersson, group vice
president, global purchasing and supply chain, and Gary Cowger,
group vice president, global manufacturing and labor relations.  
The remaining global functional leaders and Vice Chairman Bob Lutz
will continue to report to Mr. Wagoner.

                           About GM

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.


GENESCO INC: Teams with Finish Line in Asking One-Day Trial Delay
-----------------------------------------------------------------
Genesco Inc. and The Finish Line Inc. said Monday that they have
jointly requested a one-day delay, or until today, in the start of
the New York solvency trial.  According to the parties, they are
anticipating to reach an agreement for the settlement of all
litigation relating to a proposed merger of Finish Line and
Genesco and UBS Securities LLC and UBS Loan Finance LLC's
financing.

The litigation concerning the commitment made by UBS to finance
the Genesco transaction is pending in the United States District
Court for the Southern District of New York.

The terms of the settlement are expected to be:

   -- The merger agreement between Genesco and Finish Line will
      be terminated; the financing commitment from UBS to Finish
      Line will be terminated; and

   -- UBS and Finish Line will pay to Genesco an aggregate of
      $175 million in cash along with a number of Class A shares
      of Finish Line common stock equal to 12.0% of the total
      post-issuance Finish Line outstanding shares of common
      stock.

It is contemplated that Genesco and The Finish Line will enter
into a mutual standstill agreement.  It is also contemplated that
The Finish Line will pay its portion of the cash payment from cash
reserves.

Consummation of the settlement is subject to negotiation and
execution of a definitive settlement agreement and approval of the
boards of directors of Genesco and Finish Line.

                   Court Wants Merger Deal Closed

As reported in the Troubled Company Reporter on Jan. 2, 2008, the
Chancery Court for the State of Tennessee has ordered Finish Line  
to specifically perform the terms of its merger agreement with
Genesco Inc.

As reported in the Troubled Company Reporter on Sept. 25, 2007,
Genesco filed suit in Chancery Court in Nashville seeking an order
requiring Finish Line to consummate its merger with Genesco and to
enforce The Finish Line's rights against UBS under the Commitment
Letter for financing the transaction.

"No more delays by The Finish Line and UBS; no more reservation of
rights; no more bankers' putting their pencils down," Genesco
Chairman and Chief Executive Officer Hal N. Pennington said.  "We
want a court of competent jurisdiction to enforce our rights under
the Merger Agreement and for The Finish Line and UBS to live up to
their obligations."

At that time, Alan H. Cohen, Chief Executive Officer of The Finish
Line commented that "[w]hile the litigation proceeds, we are
continuing to operate our business in the ordinary course and are
focused on implementing our product and branding strategies."

Alan N. Salpeter, Esq., represents Finish Line.

                       About The Finish Line

The Finish Line Inc. (NASDAQ: FINL) -- http://www.finishline.com/
-- and -- http://www.manalive.com/-- together with its  
subsidiaries, is a mall-based specialty retailer in the United
States.  The company operates under the Finish Line, Man Alive and
Paiva brand names.  Finish Line is a mall-based specialty retailer
of men's, women's and children's brand name athletic, lifestyle
and outdoor footwear, soft goods, activewear and accessories.  As
of April 20, 2007, the company operated 693 Finish Line stores in
47 states.

                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                        *     *     *

The TCR said on Jan. 4, 2008, Standard & Poor's Ratings Services
said its ratings on specialty footwear and headwear retailer
Genesco Inc. remain on CreditWatch with developing implications
following the announcement that the Chancery Court for the State
of Tennessee ordered The Finish Line Inc. to specifically perform
the terms of its merger agreement with Nashville, Tennessee-based
Genesco.  However, the court did not offer an opinion as to the
solvency of the merged entity.  The resolution of that issue will
be determined by a New York court in a lawsuit filed by UBS.  In
response to the court's decision, The Finish Line is considering
its options, including the possibility of an appeal.


GLASSMASTER CO: Court Converts Case to Chapter 7 Liquidation
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
converted the Chapter 11 case of Glassmaster Co. to a Chapter 7
liquidation proceeding, as requested by the Debtor's Official
Committee of Unsecured Creditors, Bill Rochelle of Bloomberg News
reports.

According to Mr. Rochelle, the creditors' committee recounted to
the Court that the Debtor made management actions regarding a
subsidiary without permission from the Court.  The Debtor also
didn't do anything to "remedy these serious breaches of bankruptcy
laws."

Headquartered in Lexington, South Carolina, Glassmaster Company -
http://www.glassmaster.com-- manufactures polymer filaments,  
flexible control cables, switch panels, electronic test equipment,
and modular composite framework.  The company filed for Chapter 11
protection on April 27, 2007 (Bankr. D. S.C. Case No. 07-02242).  
Robert Frank Anderson, Esq., at Anderson & Associates P.A., in
Columbia, South Carolina, represent the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$10,066,068 and total debts of $8,997,367.


GMAC RESIDENTIAL: Fitch Junks Ratings on 18 Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on three GMAC
Residential Funding Company mortgage pass-through certificates.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total $261.8
million and downgrades total $900.9 million.  Additionally,
$559.9 million was placed on or remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

RASC 2007-KS1
  -- $119.9 million class A-1 affirmed at 'AAA',
     (BL: 57.33, LCR: 2.56);

  -- $51.4 million class A-2 affirmed at 'AAA',
     (BL: 48.57, LCR: 2.17);

  -- $79.5 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 40.19, LCR: 1.79);

  -- $29.3 million class A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 38.44, LCR: 1.72);

  -- $16.1 million class M-1S downgraded to 'BB' from 'AA+'
     (BL: 33.48, LCR: 1.49);

  -- $14.4 million class M-2S downgraded to 'BB' from 'AA'
     (BL: 29.47, LCR: 1.32);

  -- $8.5 million class M-3S downgraded to 'B' from 'AA-'
     (BL: 27.08, LCR: 1.21);

  -- $7.8 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 24.80, LCR: 1.11);

  -- $7.6 million class M-5 downgraded to 'B' from 'A+'
     (BL: 22.51, LCR: 1);

  -- $6.8 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 20.41, LCR: 0.91);

  -- $6.8 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 18.11, LCR: 0.81);

  -- $4.9 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 16.33, LCR: 0.73);

  -- $4.4 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 14.67, LCR: 0.65);

  -- $5.9 million class B downgraded to 'CC' from 'B'
     (BL: 12.77, LCR: 0.57).

Deal Summary
  -- Originators: Homecomings (20.4%), Ownit (18.3%);
  -- 60+ day Delinquency: 14.09%;
  -- Realized Losses to date (% of Original Balance): 0.20%;
  -- Expected Remaining Losses (% of Current balance): 22.40%;
  -- Cumulative Expected Losses (% of Original Balance): 19.82%.

RASC 2007-KS2
  -- $237.6 million class A-I-1 rated 'AAA', remains on Rating
     Watch Negative (BL: 60.35, LCR: 1.88);

  -- $104.1 million class A-I-2 downgraded to 'AA' from 'AAA'
     (BL: 51.52, LCR: 1.6);

  -- $106.3 million class A-I-3 downgraded to 'A' from 'AAA'
     (BL: 45.36, LCR: 1.41);

  -- $65.2 million class A-I-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 43.03, LCR: 1.34);

  -- $135.3 million class A-II downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 43.22, LCR: 1.35);

  -- $42.0 million class M-1 downgraded to 'B' from 'AA-'
     (BL: 37.66, LCR: 1.17);

  -- $43.0 million class M-2 downgraded to 'B' from 'A'
     (BL: 32.65, LCR: 1.02);

  -- $20.0 million class M-3 downgraded to 'CCC' from 'A-'
     (BL: 30.19, LCR: 0.94);

  -- $18.0 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 27.90, LCR: 0.87);

  -- $17.5 million class M-5 downgraded to 'CCC' from 'BBB-'
     (BL: 25.64, LCR: 0.8);

  -- $15.5 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 23.53, LCR: 0.73);

  -- $15.0 million class M-7 downgraded to 'CC' from 'BB'
     (BL: 21.37, LCR: 0.67);

  -- $13.0 million class M-8 downgraded to 'CC' from 'B'
     (BL: 19.42, LCR: 0.6);

  -- $10.5 million class M-9 downgraded to 'CC' from 'B'
     (BL: 17.92, LCR: 0.56);

  -- $11.0 million class M-10 downgraded to 'CC' from 'B'
     (BL: 16.71, LCR: 0.52).

Deal Summary
  -- Originators: New Century (33.7%), Homecomings (19.2%);
  -- 60+ day Delinquency: 19.35%;
  -- Realized Losses to date (% of Original Balance): 0.36%;
  -- Expected Remaining Losses (% of Current balance): 32.12%;
  -- Cumulative Expected Losses (% of Original Balance): 29.01%.

RAMP 2007-RZ1
  -- $90.5 million class A-1 affirmed at 'AAA',
     (BL: 60.21, LCR: 2.58);

  -- $92.5 million class A-2 rated 'AAA', placed on Rating Watch
     Negative (BL: 44.97, LCR: 1.93);

  -- $20.6 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 43.20, LCR: 1.85);

  -- $13.6 million class M-1S downgraded to 'BBB' from 'AA+'
     (BL: 37.91, LCR: 1.63);

  -- $12.5 million class M-2S downgraded to 'BB' from 'AA+'
     (BL: 33.40, LCR: 1.43);

  -- $8.1 million class M-3S downgraded to 'BB' from 'AA'
     (BL: 30.41, LCR: 1.3);

  -- $5.1 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 28.46, LCR: 1.22);

  -- $6.3 million class M-5 downgraded to 'B' from 'A+'
     (BL: 25.98, LCR: 1.11);

  -- $4.8 million class M-6 downgraded to 'B' from 'A'
     (BL: 24.00, LCR: 1.03);

  -- $4.6 million class M-7 downgraded to 'CCC' from 'A'
     (BL: 21.92, LCR: 0.94);

  -- $3.1 million class M-8 downgraded to 'CCC' from 'A-'
     (BL: 20.43, LCR: 0.88);

  -- $4.4 million class M-9 downgraded to 'CCC' from 'BBB+'
     (BL: 18.45, LCR: 0.79);

  -- $4.6 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 16.48, LCR: 0.71);

  -- $4.9 million class B downgraded to 'CC' from 'BB+'
     (BL: 14.72, LCR: 0.63).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 13.15%;
  -- Realized Losses to date (% of Original Balance): 0.21%;
  -- Expected Remaining Losses (% of Current balance): 23.31%;
  -- Cumulative Expected Losses (% of Original Balance): 19.84%.

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.


GOLDMAN SACHS: Fitch Chips Ratings on 11 Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken these rating actions on one Goldman Sachs
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $93.1 million and downgrades total
$169.0 million.  Additionally, $39.1 million was placed on or
remains on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

GSAMP Trust 2007-H1
  -- $31.2 million class A-1A affirmed at 'AAA',
     (BL: 60.28, LCR: 2.03);

  -- $26.6 million class A-1B downgraded to 'AA' from 'AAA',
     placed on Rating Watch Negative (BL: 45.74, LCR: 1.54);

  -- $10.7 million class A-1C downgraded to 'A' from 'AAA'
     (BL: 44.50, LCR: 1.5);

  -- $31.5 million class A-2A1 affirmed at 'AAA',
     (BL: 59.51, LCR: 2);

  -- $7.6 million class A-2A2M affirmed at 'AAA',
     (BL: 59.51, LCR: 2);

  -- $22.8 million class A-2A2S affirmed at 'AAA',
     (BL: 59.51, LCR: 2);

  -- $61.6 million class A-2B downgraded to 'A' from 'AAA'
     (BL: 44.19, LCR: 1.49);

  -- $12.5 million class A-2C downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 41.60, LCR: 1.4);

  -- $11.5 million class M-1 downgraded to 'BB' from 'AA-'
     (BL: 37.27, LCR: 1.25);

  -- $10.6 million class M-2 downgraded to 'B' from 'A+'
     (BL: 33.18, LCR: 1.12);

  -- $6.1 million class M-3 downgraded to 'B' from 'A'
     (BL: 30.80, LCR: 1.04);

  -- $5.6 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 28.54, LCR: 0.96);

  -- $5.6 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 26.20, LCR: 0.88);

  -- $5.0 million class M-6 downgraded to 'CCC' from 'BBB-'
     (BL: 24.01, LCR: 0.81);

  -- $4.6 million class M-7 downgraded to 'CC' from 'BB'
     (BL: 21.76, LCR: 0.73);

  -- $4.2 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 19.76, LCR: 0.66);

  -- $4.4 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 18.09, LCR: 0.61);

Deal Summary
  -- Originators: Decision One (42.27%), SouthStar (29.79%);
  -- 60+ day Delinquency: 19.58%;
  -- Realized Losses to date (% of Original Balance): 0.51%;
  -- Expected Remaining Losses (% of Current balance): 29.75%;
  -- Cumulative Expected Losses (% of Original Balance): 27.40%;

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.


GRAY TELEVISION: Moody's Chips Rating to 'B1' on Weak Performance
-----------------------------------------------------------------
Moody's Investors Service downgraded Gray Television, Inc.'s
Corporate Family Rating to B1 from Ba3 and senior secured credit
facility ($100 million revolving facility and $925 million term
loan facility) to B1 from Ba3.  The outlook is stable.  In
addition, Moody's assigned a speculative grade liquidity
assessment rating of SGL-3 to the company.

The ratings downgrade reflects weaker than expected operating
performance and credit metrics, including continued high debt - to
-- EBITDA leverage of 8.7x (for the trailing twelve months ended
September 30, 2007 and incorporating Moody's standard adjustments)
and negative free cash flow during the first nine months of 2007.   
In addition, the downgrade reflects the lack of meaningful cushion
under the senior secured credit facility covenants.

Moody's has taken these ratings actions:

Gray Television, Inc.

  -- Corporate family rating: downgraded to B1 from Ba3

  -- Probability-of-default rating: downgraded to B2 from B1

  -- $100 million revolving credit facility: downgraded to B1 (LGD
     3, 34%) from Ba3 (LGD 3, 35%)

  -- $925 million term loan facility: downgraded to B1 (LGD 3,
     34%) from Ba3 (LGD 3, 35%)

  -- Speculative grade liquidity assessment: Assigned SGL - 3

The outlook is stable.

Gray's rating is supported by its diverse geographic footprint and
network affiliations, dominant news franchise that helps capture a
significant share of in-market revenues and strategy of operating
stations in university markets and/or state capitals.  The rating
is further supported by the company's concentration of local
advertising revenue.

The stable outlook reflects Moody's view that over the
intermediate term, the company will apply free cash flow to reduce
debt and make progress towards reducing leverage.  In addition,
the outlook incorporates Moody's expectation that the company will
maintain average margins of approximately 35% over the political
and non-political years.

Gray Television, Inc., headquartered in Atlanta, Georgia, is a
television broadcaster that owns 36 primary television stations
serving 30 mid-sized markets.  The company's total revenues were
approximately $330 million for year ending Dec. 31, 2006.


HAMLIN PROPERTIES: Section 341(a) Meeting Slated for March 6
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Hamlin Properties, Ltd.'s Chapter 11 case, on March 6, 2008, at
11:00 a.m., at the office of the U.S. Trustee, 1100 Commerce St.,
Room 976 in Dallas, Texas.

The Court sets June 4, 2008, as the final date for all creditors,
except a governmental unit, to file proofs of claim.  

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

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

                   About Hamlin Properties Ltd.

Headquartered in Kaufman, Texas -- Hamlin Properties Ltd. owns and
manages real estate.  The company filed for protection on Feb. 4,
2008 (Bankr. N.D. Tex. Case No. 08-30506).  Robert M. Nicoud, Jr.,
Esq. at Olson, Nicoud & Gueck, L.L.P., represents the Debtor in
its restructuring efforts.  When the company filed for protection
against it creditors, it listed $17,330,120 total assets and
$16,255,767 total debts.


HARMONY HOLDINGS: Section 341(a) Meeting Slated for March 7
-----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Harmony Holdings, LLC's Chapter 11 case, on March 7, 2008, at
10:45 a.m., at King and Queen Bldg., 145 King Street, Room 225 in
Charleston, South Carolina.

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

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

                   About Harmony Holdings LLC

Headquartered in Georgetown, South Carolina -- Harmony Holdings
LLC owns and manages real estate.  The company and one affiliate
filed for protection on Jan. 31, 2008 (Bankr. D.C.S.C. Case No.
08-00599).  Barbara George Barton, Esq. represents the Debtor in
its restructuring efforts.  When the company filed for protection
against it creditors, it listed $112,567,540 total assets and
$48,088,073 total debts.


HARMONY HOLDINGS: June 5 Deadline Set for Proofs of Claim Filing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rio set
June 5, 2008, as the final date for creditors of Harmony Holdings,
LLC to file proofs of claim.

The Court also established July 29, 2008, for governmental units
to file proofs of claim.

                    About Harmony Holdings LLC

Headquartered in Georgetown, South Carolina -- Harmony Holdings
LLC owns and manages real estate.  The company and one affiliate
filed for protection on Jan. 31, 2008 (Bankr. D.C.S.C. Case No.
08-00599).  Barbara George Barton, Esq. represents the Debtor in
its restructuring efforts.  When the company filed for protection
against it creditors, it listed $112,567,540 total assets and
$48,088,073 total debts.


HEALTH MANAGEMENT: Earns $12.5 Mil. in Quarter Ended December 31
----------------------------------------------------------------
Health Management Associates Inc. reported its consolidated
financial results for the fourth quarter and year ended Dec. 31,
2007.

For the quarter, HMA reported net income of $12.5 million compared
to net loss of $56.20 million for the same period in the previous
year.

During the fourth quarter, HMA ceased operating its Mesquite
Community Hospital as a general acute care hospital, converted it
into a specialty women's hospital, and renamed it Woman's Center
at Dallas Regional Medical Center.  

As part of the conversion, the new Woman's Center discontinued
virtually all emergency room services, and as expected, emergency
room volumes and their corresponding general acute care admissions
declined significantly.  The comparative statistics for same
hospital continuing operations, provided above, exclude the
changes in the Woman's Center.

Provision for doubtful accounts, or bad debt expense, was
$135.2 million for the quarter compared to $125.7 million for the
third quarter ended Sept. 30, 2007.

Since February 2007, HMA has given a 60% discount to uninsured
patients for non-elective services.  Uninsured discounts for the
quarter were $149.9 million compared to $153.5 million for the
quarter ended Sept. 30, 2007.  Charity and indigent care write-
offs for the quarter were $17.7 million, compared to
$145.8 million for the same period a year ago and $19.1 million
for the third quarter.

The sum of uninsured discounts, charity and indigent write-offs
and bad debt expense, as a percent of the sum of net revenue,
uninsured discounts and charity and indigent write-offs, was 24%
for the fourth quarter, compared to 37.7%, which included
$200 million of additional bad debt reserves, for the same quarter
a year ago and 24.1% for the third quarter ended Sept. 30, 2007.

In addition, during the fourth quarter uninsured accounts
receivable declined approximately $12.8 million compared to
Sept. 30, 2007, continuing the $9 million decline in uninsured
accounts receivable during the third quarter as compared to
June 30, 2007.

During the fourth quarter, the company accounted for its Little
Rock, Arkansas hospital and one of its two Biloxi, Mississippi
hospitals as assets held-for-sale.  Prior periods have been
reclassified for these hospitals, well as for two Virginia-based
hospitals that the company sold during the third quarter. The pre-
tax loss from held-for-sale assets was approximately $8.7 million
during the fourth quarter.

For the year, HMA reported net income of $119.9 million compared
to net income of $182.74 million in 2006.

Cash flow from continuing operating activities for the year was
$322.5 million, after cash interest and cash tax payments
aggregating $294.2 million.

At Dec. 31, 2007, the company's balance sheet showed total assets  
of $4.64 billion, total liabilities of $3.83 billion and total
stockholders' equity $0.81 billion.

               About Health Management Associates

Health Management Associates Inc. (NYSE: HMA) --
http://www.hma-corp.com/-- owns and operates general acute care   
hospitals in non-urban communities located throughout the United
States. HMA operates 59 hospitals in 15 states with approximately
8,500 licensed beds.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Fitch Ratings downgraded Health Management Associates Inc.'s
ratings as: (i) issuer default rating to 'B+' from 'BB-'; and (ii)
subordinated convertible notes to 'B-/RR6' from 'B+'.

In addition, Fitch has assigned these recovery ratings: (i)
secured bank facility to 'BB/RR2' from 'BB'; and (ii) senior
secured notes to 'BB/RR2' from 'BB'.  The outlook is stable.


HERBST GAMING: Hires Goldman Sachs to Assess Strategic Options
--------------------------------------------------------------
Herbst Gaming Inc. engaged Goldman Sachs & Co. as financial
advisor to assist the company with its evaluation of financial
and strategic alternatives. These alternatives may include a
recapitalization, refinancing, restructuring or reorganization of
the company's obligations or a sale of some or all of its
businesses.

"The company has a long history of providing gaming services in
Nevada and we believe in the strength of the Terrible's brand;
however, the recent impact from Question 5, the Nevada smoking
ban, and general economic weakness has required us to explore our
alternatives," Ed Herbst, the company's chairman, president and
CEO, commented.  "We are confident that our retention of a
financial advisor will help us capitalize on the strength of
our brand and position the company to maximize long-term value."

The company cautions that there can be no assurance that this
evaluation will result in any specific transaction.

Headquartered in Las Vegas, Nevada, Herbst Gaming --
http://www.terribleherbst.com/-- is an established casino and  
slot route operator that operates casinos located in Nevada,
Missouri and Iowa.  The company owns and operates approximately
6,800 slot machines in its slot route business and is a slot
machine operator in Nevada.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services lowered Herbst Gaming Inc.'s
corporate credit rating from 'B+' to 'B'.  The rating outlook is
negative.


HERBST GAMING: S&P Junks Rating on Retention of Financial Advisor
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Herbst
Gaming Inc.; the corporate credit rating was lowered to 'CCC' from
'B'.  At the same time, the ratings were placed on CreditWatch
with developing implications.
     
The downgrade and CreditWatch placement follow the recent
announcement by the company that it has engaged an investment bank
as a financial advisor to review financial strategic alternatives,
potentially including a recapitalization, refinancing,
restructuring, or reorganization of its obligations, or a sale of
some or all of its businesses.  This announcement follows a
meaningful decline in cash flow generation at Herbst's route
operations segment, largely due to a recently imposed Nevada
smoking ban, as well as continued weak operating performance at
the company's riverboat and land-based casinos.  Herbst also
recently negotiated an amendment to its credit agreement.
      
"In resolving the CreditWatch listing, we will monitor the
company's review of its financial and strategic alternatives, and
discuss with management its short- and intermediate-term business
strategies once a course of action has been determined," noted
Standard & Poor's credit analyst Craig Parmelee.


HVHC INC: S&P Changes Outlook to Negative; Retains 'BB' Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on HVHC
Inc. to negative from stable.  At the same time, Standard & Poor's
affirmed its 'BB' counterparty credit rating on HVHC and its 'BB'
ratings on HVHC's senior secured credit facilities, which include
a $155 million first-lien term loan due 2013 and a $30 million
revolver due 2011.  Standard & Poor's recovery ratings on the term
loan and the revolver remain at '3', which indicates a meaningful
(50%-70%) recovery in the event of a payment default.
      
"Standard & Poor's is taking this rating action because of HVHC's
lower-than-expected earnings in 2007 and the likelihood that
continued competitive pressures will result in similarly
compressed operating margins in 2008," said Standard & Poor's
credit analyst James Sung.
     
In 2007, earnings were negatively affected by such factors as
HVHC's managed vision care customers' increased use of national
retailers instead of independent providers; an intense pricing
environment, particularly within managed vision care; and one-time
costs resulting from a restructuring of the senior management team
in HVHC's wholesale business.
      
"We expect HVHC to report full-year 2007 EBITDA below our previous
expectations," said Mr. Sung.  "In 2008, EBITDA should remain
relatively flat, with operating margins compressing further,
because of continued pricing pressures.  Revenues will grow by 5%-
6%."
     
Standard & Poor's will re-evaluate the negative outlook within 6-
12 months.  Should 2008 financial results fall short of plan and
indicate a longer-term deterioration in competitive position and
operating performance, the rating would likely be lowered by one-
notch.  Conversely, should 2008 financial results track favorably
to company plans and indicate a sustainable turnaround in
competitive position and operating performance, the negative
outlook could be revised to stable.  HVHC's prospective key credit
metrics remain supportive of the current rating, and the company
should remain in compliance with the financial covenants in its
senior secured credit facility.
     
Note: All figures exclude the financial results of HVHC's
subsidiary Eye Care Centers of America Inc. (B/Positive/--).


ICI CONSTRUCTION: Files for Bankruptcy, Real Owner Under Dispute
----------------------------------------------------------------
ICI Construction Management Inc., aka 6364144 Canada Inc., sought
bankruptcy protection, based on a notice issued by acting
bankruptcy trustee, Kevin McCart at Surgeson Carson Associated
Inc., Ottawa Business Journal reports.

ICI owes CA$11 million to about 146 creditors, including CA$40
owed to Kanata Wireless/Bell World, $600,000 owed to City Wye'd
Electric Ltd., and $3 million owed to Trisura Guarantee Insurance
Company, the report says.

Parties owed money by the Debtor have until Thursday, March 6,
2008, to file proofs of claims of not less than CA$25 with the
trustee, BizJournal relates.  A meeting of creditors will also be
held on the same day, at 10:00 a.m. in the Bytown Room of the Best
Western Macies Hotel, 1274 Carling Avenue in Ottawa, Ontario,
BizJournal reports.

                        Disputed Ownership

BizJournal reported on Feb. 20, 2008, that company founder and co-
owner Roland Eid said in a letter that although he is no longer
part of ICI Construction, he is willing to cooperate with a review
of the company's financial standing as support to his testimony of
the sale on Nov. 30, 2007, to Sebastien Dagenais, ICI Construction
controller.  Mr. Eid had sent Ottawa Business Journal a copy of
the sale agreement on Jan. 25, 2008, asking BizJournal to publish
the document.

Mr. Dagenais' counsel, Ron Price, Esq., at Rasmussen Starr Ruddy,
LLP, told BizJournal that Mr. Eid continues to be ICI
Construction's owner asserting that the sale agreement was due to
close on Dec. 15, 2007, subject to some conditions.  Based on the
report, the condition that Mr. Dagenais should secure a $2.95
million financing, together with other conditions, weren't
satisfied, Mr. Price contests.  In addition, ICI Construction owes
Mr. Dagenais in unpaid salaries, Mr. Price adds, BizJournal said.

                  About ICI Construction Management

ICI Construction Management Inc., aka 6364144 Canada Inc., --
http://www.icicm.ca/-- is a construction firm based in Ottawa.   
It is founded and co-owned by Roland Eid, who left to Lebanon in
December 2007.  The company was allegedly sold to its controller,
Sebastien Dagenais, who claims he didn't have the funds to close
the deal.


IMAC CDO: Five Classes of Notes Acquire Moody's Junk Ratings
------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by IMAC CDO 2007-2, Ltd., and left on review for
possible further rating action ratings of two of these classes of
notes.  The notes affected by this rating action are:

Class Description: $150,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B3, on review future direction uncertain

Class Description: $150,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $29,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $83,750,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $18,750,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2050;

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Jan. 14,
2008, as reported by the Trustee, of an event of default caused by
the Class A/B/C Overcollateralization Ratio falling below 100%
pursuant Section 5.1 of the Terms Supplement to the Indenture
dated April 12, 2007.

This event of default is still continuing.  IMAC CDO 2007-2, 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.  In
this regard the Trustee reports that a majority of the Controlling
Class has directed the Trustee to declare the principal of and
accrued and unpaid interest and Commitment Fee on the Notes to be
immediately due and payable, to reduce the unfunded commitments
under the delayed draw notes to zero and to terminate the
Specified Purchase Period and the Extended Specified Purchase
Period.  Furthermore, according to the Trustee, a majority of the
holders of the Senior Notes has directed the Trustee to commence
the sale and liquidation of the Collateral in accordance with
relevant provisions of the transaction documents.

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


INTERPUBLIC GROUP: S&P Lifts Rating to B+; S&P Outlook is Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Interpublic Group of Cos. Inc. to 'B+' from 'B'.  The
outlook is positive.  The New York City-based global advertising
agency holding company had approximately $2.3 billion in debt
outstanding as of Dec. 31, 2007.

"The upgrade reflects Interpublic's success in achieving several
quarters of organic revenue and EBITDA growth, and the remediation
of its remaining internal control deficiencies to bring the
company into compliance with the criteria established by the
Committee of Sponsoring Organizations of the Treadway Commission,"
explained Standard & Poor's credit analyst Debbie Kinzer.
     
The rating on Interpublic reflects its high leverage, relatively
weak discretionary cash flow, and profitability measures that are
below those of peers.  The company's large portfolio of
advertising and communications services brands, its broad
geographic and business diversity, its return to organic revenue
growth after a period of net client losses, and very strong cash
balances partially offset these factors. In 2007, the company
completed remediation of the seven internal control weaknesses
that remained from 2006.  However, the outcome of an SEC
investigation into company's financial restatements in recent
years is still pending, and Interpublic's monetary liability
regarding this matter has not yet been determined.


INTERSTATE HOTELS: Posts $6.7 Mil. Earnings in 2007 Fourth Quarter
------------------------------------------------------------------
Interstate Hotels & Resorts reports $6.7 million net income for
the fourth 2007 fourth quarter Dec. 31, 2007 in comparison to
$10.8 million net income for the 2006 fourth quarter.  For the
year ended Dec. 31, 2007, the company's net income was
$22.8 million compared to $29.7 million net income for 2006.

The company's generated revenues for the 2007 fourth quarter
totaled $213.9 million compared to $230.5 million revenues for the
same period of the prior year.  For 2007, the company generated
revenues of $800.1 million versus $975.1 million revenues for
2006.

Interstate acquired the 288-room Sheraton Columbia for
$46.5 million in the 2007 fourth quarter, its third wholly-owned
acquisition for the year, bringing the number of wholly-owned
hotels in its portfolio to seven.
    
"During the fourth quarter, we not only achieved impressive
operating results, as evidenced by the 7.9 percent RevPAR increase
on our six wholly- owned assets, we continued to execute on our
growth strategy to selectively acquire wholly-owned hotels by
purchasing the Sheraton Columbia Hotel in Maryland," Thomas F.
Hewitt, chief executive officer, said.
    
"In early 2005, we set out to diversify and stabilize our income
streams," Mr. Hewitt said.  "With the acquisition of the Sheraton
Columbia, we have now reached our near-term target of generating
50 percent of our Adjusted EBITDA from whole ownership."

"Although we will remain opportunistic in seeking additional
wholly-owned assets, we expect the majority of our dollars
invested in owned assets in 2008 to come through value-added
capital improvements at our existing hotels," Mr. Hewitt
continued.
   
"Not only do these capital expenditures give our hotels a
competitive edge in their respective markets, they translate into
significant embedded growth," Hewitt concluded.  "We expect a
$3 million to $4 million increase in EBITDA from these hotels in
2009, post-renovation."

During the quarter, the company's joint venture with Investcorp
International completed the acquisition of two hotels for
$71.5 million from The Blackstone Group.  The company closed the
year with minority interests in 22 properties, and its share of
EBITDA from joint venture investments for the 2007 fourth quarter
and full year was $1.3 million and $4.4 million, respectively.  In
addition, during the fourth quarter, the company entered into two
new joint venture partnerships, which acquired interests in a
total of 26 properties in early 2008.
    
"We have been extremely successful in sourcing capital through
joint venture partnerships during the year," Mr. Hewitt stated.   
"We not only added six new joint venture properties during 2007,
we have added 26 more since the beginning of 2008 and have five
joint venture properties under development or construction."

"We expect EBITDA from our joint ventures to more than double in
2008," Mr. Hewitt went on to say.

On Dec. 31, 2007, Interstate had total unrestricted cash of
$9.8 million, total debt of $211.6 million, consisting of
$154.1 million of senior debt and $57.5 million of non-recourse
mortgage debt.
    
"During the quarter we borrowed a net of $40 million on our senior
revolving credit facility to fund our $46.5 million acquisition of
the Sheraton Columbia hotel, as well as approximately $8 million
in joint venture investments," Bruce Riggins, chief financial
officer, said.  "We expect to place a $30 million non-recourse
mortgage on the Sheraton Columbia early in the second quarter of
2008."

"We continue to maintain a prudently leveraged balance sheet and
have more than adequate capital available to fund our 2008
renovation programs and to respond to future business
opportunities," Mr. Hewitt explained.

              About Interstate Hotels & Resorts Inc.

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.


JMY LLC: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JMY LLC
        5050 N. Sheridan Road
        Chicago, IL 60640
        Tel: (773) 561-5787

Bankruptcy Case No.: 08-04588

Chapter 11 Petition Date: February 28, 2008

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: David W. Baddley, Esq.
                   (baddleyd@gtlaw.com)
                  Greenberg Traurig LLP
                  77 West Wacker Drive, Suite 2500
                  Chicago, IL 60601
                  Tel: (312) 456-8400
                  Fax: (312) 456-8435
                  http://www.gtlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
JP Morgan Chase                trade                 $100,998
Commercial Card Solutions
P.O. Box 2015
Mail Suite IL1-6225
Chicago, IL 60673-7761
Tel: (800) 316-6056

Krasnow Saunders               professional          $45,469
Cornblath LLP
500 N. Dearborn Street
2nd Floor
Chicago, IL 60610
Tel: (312) 755-5720

Peoples Energy                 utility               $26,664
Chicago, IL 60687
Tel: (866) 556-6001

Verizon Wireless               utility               $1,000

Com Ed                         utility               $739

Tri-State Disposal Inc.        utility               $432

Anderson Elevator Co.          trade                 $341

AT&T                           utility               $323

Flatiron Capital Corp.         insurance             $231

Bradley A. VanAuken            professional          $41


LACERTA ABS: Eroding Credit Quality Prompts Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded six classes of notes issued
by Lacerta ABS CDO 2006-1, Ltd. and left on review for possible
further downgrade ratings of four of these classes of notes.  The
notes affected by this rating action are:

Class Description: $200,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $100,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $110,000,000 Class B Floating Rate Deferrable
Interest Secured Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $80,000,000 Class C Floating Rate Deferrable
Interest Secured Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

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

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

Class Description: $40,000,000 Class E Floating Rate Deferrable
Interest Secured Notes Due 2046

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

The rating actions taken reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Feb. 7, 2008, of an event of default
caused by the Net Outstanding Portfolio Collateral Balance plus
the MVS Account Excess falling below the sum of the Remaining
Unfunded Notional Amount plus the Outstanding Swap Counterparty
Amount plus the Aggregate Outstanding Amount of the Class A Notes,
as described under Section 5.1(h) of the Indenture dated Nov. 29,
2006.

Lacerta ABS CDO 2006-1 Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the requirements set forth in
Section 5.1(h) were not met.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.  The
rating downgrades reflect the increased expected loss associated
with each tranche.  Losses are attributed to diminished credit
quality on the underlying portfolio.  The severity of losses of
certain tranches may be different, however, depending on the
timing and choice of remedy to be pursued by certain Noteholders.
Because of this uncertainty, the Class A-1, Class A-2, Class B,
and the Class C Notes remain on review for possible downgrade.


LB-UBS COMMERCIAL: Fitch Holds 'BB-' Rating on $9.3MM Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed LB-UBS Commercial Mortgage Trust 2007-
C1, commercial mortgage pass-through certificates, as:

  -- $52.5 million class A-1 at 'AAA';
  -- $211 million class A-2 'AAA';
  -- $225 million class A-3 'AAA';
  -- $95 million class A-AB 'AAA';
  -- $1.16 billion class A-4 'AAA';
  -- $850.2 million class A-1A 'AAA';
  -- $371.3 million class A-M 'AAA';
  -- $315.6 million class A-J 'AAA';
  -- Interest-only class X-CP 'AAA';
  -- Interest-only class X-W 'AAA';
  -- Interest-only class X-CL 'AAA';
  -- $27.8 million class B 'AA+';
  -- $55.7 million class C 'AA';
  -- $37.1 million class D 'AA-';
  -- $18.6 million class E 'A+';
  -- $32.5 million class F 'A';
  -- $32.5 million class G 'A-';
  -- $41.8 million class H 'BBB+';
  -- $41.8 million class J 'BBB';
  -- $51.1 million class K 'BBB-';
  -- $9.3 million class L 'BB+';
  -- $9.3 million class M 'BB';
  -- $9.3 million class N 'BB-'.

Fitch does not rate the $4.6 million class P, $9.3 million class
Q, $9.3 million class S, $37.1 million class T or the non-pooled
$35.6 million class BMP.

The affirmations are due to stable performance and minimal pay
down since issuance.  As of the February 2008 distribution date,
the transaction has paid down 0.2% to $3.74 billion from
$3.75 billion at issuance.

There is currently one loan (0.1%) in special servicing which is
collateralized by a multifamily property located in Lubbock,
Texas.  The loan transferred to the special servicer on Oct. 29,
2007, due to delinquency.  The special servicer is working with
the borrower and a new management company to bring the loan
current.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the six shadow rated loans (31.1%):
Westfield San Francisco Emporium (11.6%), International Square
(7.2%), Tishman Speyer DC Portfolio I (5.8%), Extendicare
Portfolio (3.3%), Four Times Square (2.1%) and Kentucky Oaks Mall
(0.8%).  Based on their stable performance since issuance the
loans maintain their investment grade shadow ratings.

Westfield San Francisco Emporium (11.6%) is a 966,442 square foot
regional mall located in the Union Square district of San
Francisco, California, of which 363,101 sf of retail space and
246,099 sf of office space are collateral.  Anchor tenants include
Bloomingdale's and Century Theatres.  Major retail tenants include
Bristol Farms and Borders.  Office tenants include San Francisco
State University and Microsoft.  The property benefits from the
experienced sponsorship of Westfield America Limited Partnership
and Forest City Enterprises, Inc.  The whole loan consists of a
$300 million A-note and a $135 million B-note.  Occupancy as of
Sept. 30, 2007, is 97.0% compared to 98.1% at issuance.

International Square (7.2%) is a one million sf office property in
Washington, D.C.  Major tenants include Dickstein Shapiro Morin &
Oshi; Merril Lynch, Pierce, Fenner; and Smith Group Midatlantic,
Inc.  The sponsor is a partnership between Tishman Speyer and an
affiliate of Lehman Brothers.  As of Sept. 30, 2007, occupancy has
improved to 89.6% from 86.3% at issuance.

Tishman Speyer DC Portfolio I consists of four properties totaling
940,000 sf located throughout the Washington, D.C. metropolitan
area.  The largest tenants include American Chemistry Council;
Skadden Arps; Effinity Financial Corporation and CRA
International. The sponsor is a partnership between Tishman Speyer
and an affiliate of Lehman Brothers.  As of Sept. 30, 2007,
occupancy has improved to 85.9% from 84.1% at issuance.


LEVITT AND SONS: Receiver Wants to Inspect Executory Contracts
--------------------------------------------------------------
Andrew J. Bolnick, the receiver of Bank of America N.A.'s housing
collateral seized from Levitt and Sons LLC and its debtor-
affiliates, asks authority from the U.S. Bankruptcy Court for the
Southern District of Florida to inspect executory contracts
between the Debtors, and their suppliers, vendors and contractors.

On Jan. 30, 2008, Bank of America, N.A., commenced an action
in Broward County Circuit Court, seeking the appointment of a
receiver to take charge of the eight housing developments owned
by certain Debtors.  The Circuit Court granted BofA's request and
appointed Andrew J. Bolnick as receiver of the BofA Collateral
and authorized him to take possession of "all records, data,
reports and other information pertaining to the Collateral,
including but not limited to all books, documents, papers, and
electronic or other media relating to the Collateral."

Mr. Bolnick was also given broad powers to manage the BofA
Properties in a manner calculated to maximize the value of those
Properties.  These include the power to continue or complete any
construction on the BofA Properties; to employ architects,
engineers, contractors, subcontractors, and material men to carry
out the construction; and to "sell and convey lots, parcels or
other portions or components" of the BofA Properties.

The Debtors have filed four motions seeking authorization to
reject executory purchase contracts with homebuyers and executory
contracts with various vendors, which remain pending.

Brian S. Dervishi, Esq., at Weissman, Dervishi, Borgo, &
Nordlund, P.A., in Miami, Florida, notes that copies of the
contracts were not attached to the requests.  Mr. Bolnick asserts
that he does not have copies of those documents and has no means
of obtaining them except by issuing state-court subpoenas to the
many contracting parties, or to the Debtors, in the alternative.

The Debtors' counsel has indicated that the purchase and vendor
contracts would only be produced pursuant to a Bankruptcy Court
order, Mr. Dervishi points out.

Mr. Dervishi asserts that Mr. Bolnick is entitled to and needs
the information contained in the contracts the Debtors want to
reject in order to fully exercise his powers as receiver.

                      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: Wants to Employ Hilco as Real Estate Consultant
----------------------------------------------------------------
Levitt and Sons, LLC, Avalon Park by Levitt and Sons, LLC,
Regency Hills by Levitt and Sons, LLC, Levitt and Sons of
Tennessee, LLC, Bowden Building Corporation, Levitt and Sons of
Nashville, LLC, and Levitt and Sons of Shelby County, LLC, seek
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Hilco Real Estate, LLC, as their real estate
consultant, nunc pro tunc to the date of bankruptcy.

According to Jordi Guso, Esq., at Berger Singerman, P.A., in
Miami, Florida, the Debtors selected Hilco in light of the firm's
experience, on a nationwide basis, and its extensive knowledge
with respect to providing real estate consulting and advisory
services.

Pursuant to a Real Estate Consulting, Advisory and Disposition
Services Agreement between the parties, Hilco agreed to provide
to the Debtors:

   (a) Real estate consulting and advisory services in connection
       with assisting the Debtors' maximizing the value of their
       real estates, including:

         * performing valuation analysis of the Debtors' real
           estate to develop a real estate strategy for their
           Chapter 11 cases; and

         * preparing for and providing expert witness testimony
           before the Court on real estate matters;

   (b) Serve as the Debtors' real estate disposition agent in
       connection with the sale of any real property during their
       Chapter 11 cases.  This may include:

         * developing and designing a marketing program for the
           sale or assignment of the real estate properties;

         * coordinating and organizing any bidding procedures and
           sale process in order to maximize the attendance of
           all interested bidders for the sale and assignment of
           the properties; and

         * negotiating the terms of the purchase agreements for
           the sale and assignment of the properties;

   (c) Perform written appraisals of certain of the real estate
       as required for use with the Chapter 11 process.

The Debtors will pay Hilco for the contemplated services to be
rendered by the firm:

     * The Debtors will pay Hilco between $2,500 and $5,000 for
       each written appraisal as determined by the Debtors and
       Hilco based on the scope of the appraisal.  The fees will
       be paid upon delivery of the written appraisal.

     * With respect to certain "Tennessee Properties," Hilco will
       be paid $100,000, plus 45 of the aggregate gross proceeds
       in excess of $12,500,000, provided that Hilco will not be
       entitled to any compensation in respect of homes or lots
       in Tennessee sold by the Debtors in the ordinary course of
       their business.  

       A list of the Tennessee Properties is available for free
       at http://researcharchives.com/t/s?28ab

     * With respect to certain "Other Properties," Hilco will be
       paid 3.5% of the aggregate gross proceeds of those
       properties, a list which is available for free at:

              http://researcharchives.com/t/s?28ac

Hilco will also be entitled to reimbursement of out-of-pocket
expenses it incurs in connection with services rendered.

Joseph A. Malfitano, vice president and assistant general counsel
of Hilco Trading, LLC, a member of Hilco, assures the Court that
Hilco does not hold or represent an interest adverse to the
estate that would impair its ability to objectively perform
professional services for the Debtors.

Due to the size and diversity of the firm's practice, Hilco may
have represented or otherwise dealt with, or may now be
representing or otherwise dealing with, certain entities or
persons who are or may consider themselves to be creditors,
equity security holders, or parties interested in the Debtors'
Chapter 11 cases, Mr. Malfitano relates.  However, Hilco has not
and will not represent any entity other than the Debtors in
connection with the Debtors' bankruptcy cases, he assures the
Court.

Hilco is a disinterested person, as the term is defined in
Section 101(14), as modified by Section 1107(b) of the Bankruptcy
Code, Mr. Malfitano 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)


LEVITZ FURNITURE: Panel, et al., Support Denying Harbinger's Plea
-----------------------------------------------------------------
Levitz Furniture Inc., nka PVLTZ Inc., and the Official Committee
of Unsecured Creditors admit that the provision for the transfer
of "Estate Insider Claim" in the order issued by the U.S.
Bankruptcy Court for the Southern District of New York approving
the use of cash collateral, is different from the way it was
presented at the Dec. 3, 2007 hearing, as asserted by Harbinger
Capital Partners Special Situations Fund, LP, and Harbinger
Capital Partners Master Fund I, Ltd.

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Harbinger asked the Court to reconsider its final ruling approving
the stipulation between General Electrical Capital Corporation and
PLVTZ Inc., granting the Debtor authority to use its prepetition
secured lenders' cash collateral.

Harbinger alleged that although Y.A. Global Investments, L.P., and
Jones Day represented to the Court at the hearing that YA Global
would not be entitled to retain proceeds from recoveries on Estate
Insider Claims in excess of YA Global's claims against the estate,
the form of Order that was ultimately submitted to the Court
provides that YA Global may retain 50% of the excess proceeds.

On behalf of the Debtors, Richard H. Engman, Esq., at Jones Day,
in New York, says their failure to present the Order in a way that
would have expressly highlighted the difference for the Court and
provided prior notice to all parties was not intentional.

"The provision was suggested by YA Global and agreed to within
the first few days after the hearing and by the time the order
was finalized some four weeks later, providing additional notice
of the change simply was not on anyone's list of things that
needed to be done," Mr. Engman explains.

According to Mr. Engman, since Harbinger was not given an
opportunity to object to the change before the Order was entered,
it is appropriate that the Court reconsider the provision so that
Harbinger's objection can be heard and determined.  Mr. Engman is
confident, however, that the Court will overrule the objection.

"While the Debtor and the Creditors Committee acknowledge the
importance of effective and complete notice, the reality is that
different is neither a synonym for worse nor a reason to sustain
an objection to the Order," Mr. Engman notes.  He argues that the
50% sharing provided for in the Order is better for the estate, as
it would be pyrrhic to retain the right to 100% of excess
recoveries when doing so would eliminate all incentive for YA
Global to pursue excess recoveries.

"Given that all parties apparently agree that the settlement as
described at the hearing was well within the range of
reasonableness and compliant with Rule 9019, and given that the
provision in the Order actually constitutes a change beneficial
to the estate, the settlement as embodied by the Order must
remain well within the range of reasonableness and compliant with
Rule 9019," Mr. Engman contends.

Mr. Engman avers that Harbinger's objection based on the absolute
priority rule is also unsustainable.

"While it is theoretically possible that recoveries in excess of
YA Global's claims will be on account of Estate Insider Claims,
there is no evidence that their value today is anywhere close to
the amount of YA Global's claims," Mr. Engman says.  "Rather, as
was discussed at the hearing, the transfer of the Estate Insider
Claims is essentially a settlement and transfer in lieu of
foreclosure.

According to Mr. Engman, since no person has indicated a desire
to purchase the Estate Insider Claims for any amount, forcing a
formal foreclosure sale would have done nothing but ensure YA
Global's outright acquisition of 100% of the Estate Insider
Claims.  

"Unsecured creditors of the estate will be better served by the
50% stake than in taking their chances on a foreclosure sale
yielding proceeds in excess of YA Global's claim or on the
willingness of YA to pursue excess recoveries for the sole
benefit of the estate," Mr. Engman notes.

Mr. Engman further contends that Harbinger's objection to the
transfer of avoidance actions should also be overruled, pointing
out that the Debtor is liquidating and without the wherewithal to
investigate or pursue potential avoidance actions against its
insiders.   

Accordingly, the Debtor and the Creditors Committee ask the Court
to deny Harbinger's request to modify or alter the Order.

          YA Global Wants Court Not to Reconsider Order

YA Global urges the Court not to reconsider the Order and its
provision for the transfer of Estate Insider Claims.

Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P., in
Cincinnati, Ohio, says that Harbinger failed to prove that the
Court either overlooked any legal and factual matters or
committed an error and injustice.  He adds that on the contrary,
the transfer of Estate Insider Claims is beneficial to the
resolution of the bankruptcy proceedings for these reasons:

   (a) The transfer is but one provision of a comprehensive and
       integrated settlement demonstrated at the hearing as being
       appropriate under Rule 9019 to resolve disputed and
       potentially disputed issues, and cannot be excised from
       the Order without unraveling the settlement as a whole.

   (b) YA Global is willing to undertake the entire burden of
       funding the investigation of the potential claims and the
       prosecution of any claims that it may determine to pursue,
       both of which the estate is not capable of doing.  

   (c) The transfer may be viewed as a foreclosure of YA Global's
       prepetition lien on the Debtor's causes of action against
       persons and entities, and a consensual enforcement of YA
       Global's replacement lien on certain Chapter 5 causes of
       action.

Mr. Lerner clarifies that they do not oppose the Court's
reconsideration of the Order, but only to the extent of
determining whether to grant the modification requested by
Harbinger to revert to the prior provision whereby the estate
would receive 100% of any Net Proceeds of Estate Insider Claims
in excess of the full amount of YA Global's allowed claim.

Mr. Lerner points out, however, that upon reconsideration, the
Court should not modify the 50-50 Sharing Provision, adding that
it is designed to maximize recoveries to the Debtors' estate  on
the Estate Insider Claims.  He points out that YA Global's
foreclosure on and receipt of transfer of the claims permits YA
Global to prosecute, settle or otherwise deal with these claims
in its discretion.

"It is axiomatic that if YA Global were required to pay over to
the estate all Net Proceeds in excess of its allowed claim, YA
Global would have no incentive to incur the expense of litigation
and spend substantial time and effort beyond that necessary to
recover the full amount of its claim," Mr. Lerner avers.  He
points out that incentivizing YA Global by providing it with a
contingent fee, equal to a share of the "upside" beyond its
allowed claim would materially enhance the likelihood of a
recovery by the estate on the Estate Insider Claims after
satisfaction of YA Global's Claim.

Mr. Lerner further says that YA Global's 50% share of excess Net
Proceeds is in substance a fee, the receipt of which is
contingent on recovering sufficient amounts to satisfy its
allowed claim and the other amounts before the 50-50 Sharing
Provision takes effect.

"The 50% share is designed to compensate YA Global for the risks
inherent in complex commercial litigation and the investment of
money, time and energy required to investigate and pursue the
Estate Insider Claims," Mr. Lerner points out, adding that the
share does not represent an overpayment of YA Global's claim or
some other payment on account of its claim.

If the Court determines that the 50-50 Sharing Provision cannot
be approved as violating the absolute priority rule, YA Global
requests that the Court at a minimum approve the sharing
provision to the extent that it does not impact any recovery that
might be realized by shareholders from Estate Insider Claims.

                 GECC Opposes Modification to Order

GECC tells the Court that it takes no position with respect to the
proposed reconsideration of the Order as long as it only involves
a dispute regarding the allocation provision.  GECC points out,
however, that it opposes any reconsideration of or modification to
any other provision of the Order and reserves all rights with
respect to any challenge to the terms of the Order.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day, represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.   The
Debtors' exclusive period to file a chapter 11 plan expires on
March 7, 2008.  (Levitz Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


LEVITZ FURNITURE: Harbinger and Prentice Counterattacks Objections
------------------------------------------------------------------
Harbinger Capital Partners Special Situations Fund, LP, and
Harbinger Capital Partners Master Fund I, Ltd., ask the U.S.
Bankruptcy Court for the Southern District of New York to overrule
the objections of Levitz Furniture Inc., nka PVLTZ Inc., the
Official Creditors Committee and Y.A. Global Investments, L.P.

The Debtor and the Creditors Committee admitted that the provision
for the transfer of "Estate Insider Claim" in the Court order
approving the use of cash collateral, is different from the way it
was presented at a Dec. 3, 2007 hearing, as asserted by Harbinger.

A full story on the objections of the Debtor, et al., is in
today's Troubled Company Reporter.

Alan W. Kornberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, says that YA Global's argument that
a 50-50 Sharing Provision under the postpetition financing
agreement between the Debtor and General Electric Capital
Corporation is permissible as a contingent fee arrangement fails.  
Mr. Kornberg pointing out that contingent fee contracts are fee
arrangements designed to compensate and incentivize attorneys.

To recall, Harbinger alleged that although Y.A. Global and Jones
Day represented to the Court at the December 3 hearing that YA
Global would not be entitled to retain proceeds from recoveries on
Estate Insider Claims in excess of YA Global's claims against the
estate, the form of Order that was ultimately submitted to the
Court provides that YA Global may retain 50% of the excess
proceeds.

"Pursuit of causes of action against the Debtors' insider will
involve principally the services of lawyers and consultants.
These professionals will be paid for their efforts, and YA Global
is entitled to first net the cost of the services against
recoveries before sharing any portion of them," Mr. Kornberg
argues.

According to Mr. Kornberg, the Debtor and the Creditors Committee  
did not argue that the 50-50 Sharing Provision conforms to the
absolute priority rule, but merely declared that it is in the
best interest of the estate and creditors as it incentivizes YA
Global to pursue recoveries that may not otherwise be realized.  

"Not only is the argument insufficient as a legal matter, it
ignores those provisions of the Order that cede absolute control
over the pursuit of the recoveries to YA Global," Mr. Kornberg
argues.  He points out that YA Global may decline to pursue
potential claims for any reason or no reason at all, adding that
no estate fiduciary will have any input into whether causes of
actions are managed for the creditors' benefit.

Mr. Kornberg further contends that the 50-50 Sharing Provision  
does not satisfy the requirements of Bankruptcy Rule 9019, and
the Order does not stand since the provision is not capped, and
the reasonableness of the alleged fee to be paid to YA Global
cannot be evaluated by the Court or parties-in-interest.

Prentice Capital Management, LP, supports the arguments raised by
Harbinger.  Prentice, on its own behalf and on behalf of its
affiliated funds, asks the Court to overrule any objections, and
to vacate, alter or amend the Order so that it comports with the
parties' stipulation on the record of the hearing.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.   The
Debtors' exclusive period to file a chapter 11 plan expires on
March 7, 2008.  (Levitz Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


LIBERTY MEDIA: Earns $2.11 Billion in Year Ended December 31
------------------------------------------------------------
Liberty Media Corp. reported net income of $2.11 billion on
revenue of $9.42 billion for the year ended Dec. 31, 2007,
compared with net income of $840.0 million on revenue of
$8.61 billion in the year ended Dec. 31, 2006.  

Earnings from discontinued operations were $149.0 million and
$220.0 million for the years ended Dec. 31, 2007, and 2006,
respectively.  Included in the company's 2006 earnings from
discontinued operations are tax benefits of $236.0 million related
to the company's excess outside tax basis in OpenTV Corp (OPTV)
and Ascent Entertainment Group (AEG) over the company's basis for
financial reporting.

The increase in revenue is due to a $323.0 million or 4.6%
increase for QVC Inc., the company's acquisition of Starz Media in
August 2006 ($168.0 million increase), the acquisition of Atlanta
National League Baseball Club Inc. (ANLBC) in May 2007
($159.0 million increase) and the combined impact of the 2006 and
2007 acquisitions of e-commerce businesses ($153.0 million  
increase).  

Consolidated Operating Cash Flow, which the company defines as
revenue less cost of sales, operating expenses and selling,
general and administrative expenses (excluding stock
compensation), decreased $54.0 million or 3.0%, to $1.73 billion
as compared to 2006.  

In 2007, operating cash flow deficits for Starz Media and
TruePosition increased $119.0 million and $75.0 million,
respectively, compared to 2006.  These cash flow decreases were
partially offset by increases for Starz Entertainment and Atlanta
National League Baseball Club Inc. (ANLBC) of $78.0 million and
$38.0 million, respectively.  

Starz Media's operating cash flow deficit resulted from (i) the
$79.0 million write-off of capitalized production costs due to the
abandonment of certain films and downward adjustments to the
revenue projections for certain TV series and other films, (ii)
start up costs for Overture Films and the delay of film release
dates into 2008 and (iii) lower than expected revenue for Anchor
Bay, its DVD distribution division.  TruePosition's operating cash
flow deficit was due in large part to the deferral of revenue
under its AT&T and T-Mobile contracts.  QVC's operating cash flow
decreased marginally in 2007.  

Depreciation and amortization increased to $163.0 million in 2007,
as compared to $119.0 million in 2006 due to the company's
acquisitions and capital expenditures partially offset by a
decrease at Starz Entertainment due to certain intangibles
becoming fully amortized.  

In connection with the company's 2007 annual evaluation of the
recoverability of Starz Media's goodwill, the company recognized a
$182.0 million impairment charge related to goodwill.  In
addition, during the third quarter of 2007, FUN Technologies Inc.
recognized a $41.0 million impairment loss related to its sports
information segment due to new competitors in the marketplace and
the resulting loss of revenue and operating income.  This compares
with impairment of long-lived assets of $113.0 million in 2006  
related to the goodwill and trademarks at FUN which the company
acquired in March 2006.

The company generated consolidated operating income of
$738.0 million and $1.02 billion in 2007 and 2006, respectively.
The decrease in operating income is due primarily to increased
operating losses of $313.0 million for Starz Media and
$73.0 million for TruePosition.  These losses were partially
offset by improved operating results of $83.0 million for FUN and
$47.0 million for Starz Entertainment.

Consolidated interest expense decreased 5.7% to $641.0 million in
2007, as compared to the corresponding prior year.  

Dividend and interest income increased to $321.0 million in 2007
as compared to $214.0 million in 2006 due to higher invested cash
balances.

Realized and unrealized gains on financial instruments were
$1.27 billion in 2007, compared to a loss of $279.0 million in
2006.  Realized and unrealized gains (losses) on financial
instruments in 2007 were comprised of changes in the fair value of
senior exchangeable debentures of $541.0 million, equity collars
of $527.0 million, and borrowed shares of $298.0 million,
partially offset by a loss on other derivatives of $97.0 million.

The company's effective tax rate was 14.0% in 2007 and 26.2% in
2006.

In connection with the company's adoption of Statement 123R, the
company recorded an $89.0 million transition adjustment loss, net
of related income taxes of $31.0 million, which primarily reflects
the fair value of the liability portion of QVC's stock option
awards at Jan. 1, 2006.  The transition adjustment is reflected in
the accompanying consolidated statement of operations as the
cumulative effect of accounting change.  

In addition, the company recorded $93.0 million and $67.0 million  
of stock compensation expense for the years ended Dec. 31, 2007,
and 2006, respectively.

                 Liquidity and Capital Resources

  a) Interactive Group

During the year ended Dec. 31, 2007, the Interactive Group's
primary uses of cash were the repurchase of outstanding Liberty
Interactive common stock ($1.22 billion), funding the acquisitions
of Backcountry ($120.0 million) and Bodybuilding ($116.0 million),
capital expenditures ($289.0 million), tax payments to the Capital
Group ($321.0 million) and debt repayments ($332.0 million).

During the year ended Dec. 31, 2007, the company repurchased
36.9 million shares of Liberty Interactive Series A common stock
in the open market for aggregate cash consideration of
$740.0 million.  In addition, in June 2007, the company completed
a tender offer pursuant to which the company accepted for purchase
19.42 million shares of Series A Liberty Interactive common stock
at a price of $24.95 per share, or aggregate cash consideration of
$484.0 million.  Cumulatively, the company has repurchased an
aggregate of $2.18 billion of Liberty Interactive common stock
pursuant to the company's stock repurchase program.

The Interactive Group's uses of cash in 2007 were primarily funded
with cash from operations and borrowings under QVC's credit
facilities.  As of Dec. 31, 2007, the Interactive Group had a cash
balance of $557.0 million.

As of Dec. 31, 2007, the aggregate commitments under the QVC
credit agreements were $5.25 billion, and outstanding borrowings
aggregated $4.02 billion, which borrowings were increased to fund
the purchase of additional shares of InterActiveCorp.  

  b) Capital Group

During the year ended Dec. 31, 2007, the Capital Group's primary
uses of cash were the repurchase of Series A Liberty Capital
common stock ($1.30 billion) and debt repayments ($166.0 million).

The Capital Group's sources of liquidity for the year ended
Dec. 31, 2007, include cash from the Time Warner Exchange
($984.0 million) and the CBS Exchange ($170.0 million), cash
proceeds from the sale of AEG ($332.0 million) and OPTV
($112.0 million), tax payments from the Interactive Group
($321.0 million) and available cash on hand.

In addition, in April 2007, the company borrowed $750.0 million of
bank financing with an interest rate of LIBOR plus an applicable
margin.  Such funds are not available for general corporate
purposes.  The company intends to invest such proceeds in a
portfolio of selected debt and mezzanine-level instruments of
companies in the telecommunications, media and technology sectors
that it believes have favorable risk/return profiles.

At Dec. 31, 2007, the Capital Group's sources of liquidity include
$2.58 billion in cash and cash equivalents and $4.98 billion of
non-strategic available-for-sale (AFS) securities including
related derivatives.  

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$45.65 billion in total assets, $25.20 billion in total
liabilities, $866.0 million in minority interests in equity of
subsidiaries, and $19.59 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?28a8

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Liberty Media Corporation continues to carry Fitch Ratings' 'BB'
long-term issuer default and senior unsecured debt ratings, which
were placed in December 2006.


LIMITED BRANDS: Earns $388.6 Mil. for Fourth Quarter Ended Feb. 2
-----------------------------------------------------------------
Limited Brands Inc. reported net income of $388.6 million for the
2007 fourth quarter ended Feb. 2, 2008, compared to $439.8 million
last year .

Fourth quarter operating income was $621.4 million compared to
$726.8 million last year.
    
Comparable store sales for the 13 weeks ended Feb. 2, 2008,
decreased 8% compared to the 13 weeks ended Feb. 3, 2007.  Net
sales were $3.276 billion for the 13 weeks ended Feb. 2, 2008,
compared to $4.025 billion for the 14 weeks ended Feb. 3, 2007.
    
Net income the full fiscal year ended Feb. 2, 2008 was
$718.0 million compared to $675.0 million net income of the prior
year.

Operating income was $1.110 billion compared to $1.176 billion
last year.
  
The company reported a comparable stores sales decrease of 2% for
the 52 weeks ended Feb. 2, 2008, compared to the 52 weeks ended
Feb. 3, 2007.  Net sales were $10.134 billion for the 52 weeks
ended Feb. 2, 2008, compared to $10.671 billion for the 53 weeks
ended Feb. 3, 2007.
    
2007 net sales include express sales through July 6, 2007, the
closing date of the sale of a majority interest to affiliates of
Golden Gate Capital, and Limited Stores sales through Aug. 3,
2007, the closing date of the transfer of a majority interest to
affiliates of Sun Capital Partners.

                       About Limited Brands

Headquartered in Columbus, Ohio, Limited Brands Inc. (NYSE: LTD)
-- http://www.limitedbrands.com-- sells women's intimate apparel,  
personal care and beauty products, women's and men's apparel and
accessories.  The company sells merchandise at its retail stores,
which are primarily mall-based, and through e-commerce and
catalogue direct response channels.  As of Feb. 3, 2007, the
company conducted its business in three primary segments:
Victoria's secret, bath & body works and apparel.  The Victoria's
secret segment sells women's intimate and other apparel, personal
care and beauty products and accessories marketed under the
Victoria's secret and La Senza brand names.  The bath & body works
segment sells personal care, beauty and home fragrance products
marketed under the bath & body works, C.O. Bigelow and white barn
candle company brand names in addition to third-party brands.  The
apparel segment sells women's and men's apparel through express
and limited Stores.  In January 2007, the company completed the
acquisition of La Senza Corporation.

                          *     *     *

Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands Inc. with a stable outlook in July
2007.  Moody's downgraded these ratings: Senior unsecured to Baa3
from Baa2; Senior unsecured shelf at to (P)Baa3 from (P)Baa2;
Subordinated shelf at to (P)Ba1 from (P)Baa3; Preferred shelf at
to (P)Ba2 from (P)Ba1; Commercial paper to Prime-3 from Prime-2.


LYNNKOHN LLC: Wants to Defer Payment of Judgment Owed to EWI Inc.
-----------------------------------------------------------------
On Feb. 28, 2008, K. Vaughn Knight, Esq. asked Judge William
Storey of the Circuit Court of Washington County to set aside a
partial default judgment against Brandon Barber and Seth Kaffka,
dba Lynnkohn LLC, ordering payment of $124,604 to EWI Inc., dba
RGC Glass, Northwest Arkansas Times relates.

Based on the report, Judge Storey issued the partial default
judgment on Jan. 3, 2008, following EWI Inc.'s lawsuit filed on
Sept. 21, 2007.  EWI sought judgments and foreclosure against
Lynnkohn, its owners and Legacy National Bank in Springdale.

The partial judgment was issued after Lynnkohn did not timely file
a response to EWI Inc.'s case, Times says.

Mr. Knight told the Court that although Lynnkohn did not timely
responded to the case, the foreclosure case filed by Legacy
National Bank on Jan. 3, 2008, serves as a counterclaim and answer
on behalf of Lynnkohn, Times reports.

According to Times' report, in its January 3 filing, Legacy
National Bank denied that EWI Inc.'s claims exist.  The January
filing also asserted defense to both itself and Lynnkohn with
Legacy National Bank's request for an appointment of a receiver.

              Receiver Appointed for Legacy Building

Northwest Arkansas Times reported last month that Judge Storey, at
the behest of Legacy National Bank, appointed on Feb. 1, 2008,
Wayne Swofford of Fort Smith as receiver over Legacy Building, a
37-condominium unit located in Dickson Street in Fayetteville,
Arkansas.

Based on the report, a foreclosure trial was filed against Legacy
Building, a $16-million project developed by Brandon Barber and
his company, LynnKhon LLC.

Legacy National Bank wants repayment on an $18 million mortgage
loan it extended to Mr. Barber, while several contractors want
repayment on construction debts aggregating $2 million, Times
said.

Three contractors opposed the appointment of the receiver, while
defendants -- Brandon and Keri Barber and Seth and Laura Kaffka --
together with other companies involved in the case, approved the
appointment, Times related.

The opposing party consist of Lasco Acoustic & Drywall Inc.
represented by James Gramling, Esq.; Johnson Mechanical
Contractors Inc. and Harness Roofing represented by Lance Cox,
Esq.; EWI Inc. represented by John Scott, Esq.

                Lasco and EWI Want Priority Claim

Lasco Acoustic requests for a summary judgment against Lynnkohn
for $473,752, Northwest Arkansas The Morning News reported on
Feb. 25, 2008.

Lasco Acoustic asked the Court on Feb. 22, 2008, to be granted
priority over the claim of Legacy National Bank, Morning News
related.

On the other hand, EWI Inc., which commenced a foreclosure on the
Legacy Building in September 2007, also demanded priority claim,
the report said.

                       About Lynnkohn LLC

Brandon Barber and Seth Kaffka, dba Lynnkohn LLC, owns Legacy
Building, luxury condominium with 37 units worth $16 million and
located in Fayetville, Arkansas.  Lynnkohn LLC is principally
owned by real estate developer, Brandon Barber.  Lynnkohn's Legacy
Building has pending foreclosure suits by its creditors, including
Legacy National Bank and contractors, Lasco Acoustic & Drywall
Inc.; Johnson Mechanical Contractors Inc. and Harness Roofing; and
EWI Inc., dba RGC Glass.

Fourth Circuit Judge William Storey of Washington County appointed
Wayne Swofford of Fort Smith on Feb. 1, 2008, as receiver of the
Legacy Building, at the request of Legacy National Bank.


MANCHESTER INC: Gets Court OK to Hire Winston & Strawn as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
grants authority to Manchester Inc. and its debtor-affiliates to
employ Winston & Strawn LLP as their counsel.

Winston & Strawn will:

     a) advise the Debtors of their powers and duties as debtors
        in possession;

     b) advise the Debtors regarding matters of bankruptcy law;

     c) represent the Debtors in proceedings and hearings in the
        United States District and Bankruptcy Courts for the
        Northern District of Texas;

     d) prepare on behalf of the Debtors any necessary motions,
        applications, orders and other legal papers;

     e) provide assistance, advice and representation concerning
        negotiation with the Debtors' senior secured creditors and
        appropriate treatment of secured creditors' claims;

     f) provide assistance, advice and representation concerning
        the confirmation of any proposed plans and solicitations
        of any acceptances or responding to rejections of such
        plans;

     g) provide assistance, advice and representation concerning
        any investigation of the assets, liabilities and financial
        condition of the Debtors that may be required under local,
        state or federal law;

     h) prosecute and defend litigation matters and such other
        matters that might arise during these chapter 11 cases,
        including the continuation of prepetition litigation with
        certain of the Debtors' prepetition senior secured
        creditors;

     i) provide counseling and representation with respect to
        assumption or rejection of executory contracts and leases,
        sales of assets and other bankruptcy-related matters
        arising from these cases;

     j) render advice with respect to general corporate and
        litigation issues relating to these cases, including, but
        not limited to, securities, corporate finance, labor, tax,
        and commercial matters; and

     k) perform such other legal services as may be necessary and
        appropriate for the efficient and economical
        administration of these chapter 11 cases.

The firm will bill the Debtors at these rates:

     Designation               Hourly Rates
     -----------               ------------
     Partners                  $400 - $945
     Associates                $235 - $440
     Paralegals                 $95 - $250

Prior to the bankruptcy filing, the Debtors paid the firm an
advance fee payments of $125,000.

To the best of the Debtors' knowledge, the firm holds no interests
adverse to the Debtors and its estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Winston & Strawn LLP
     35 West Wacker Drive
     Chicago, IL 60601-9703
     Tel: (312) 558-5600
     Fax: (312) 558-5700
     http://www.winston.com/

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

MARKETXT HOLDINGS: E*TRADE Dispute Settled for $4,000,000
---------------------------------------------------------
E*TRADE Financial Corporation disclosed in its 10-K filing with
the U.S. Securities and Exchange Commission that its legal
proceeding against MarketXT Holdings Inc. has been resolved.  It
will no longer report about the lawsuit in its future filings.

The U.S. District Court for the Southern District of New York
approved a settlement agreement in December 2007 between the
company and MarketXT, resolving the lawsuit concerning several
contested matters.

The company relates that in June 2002, the company acquired from
MarketXT Holdings, Inc. fka Tradescape Corporation, these
entities:

   -- Tradescape Securities, LLC;
   -- Tradescape Technologies, LLC; and
   -- Momentum Securities, LLC.

Disputes subsequently arose between the parties regarding the
responsibility for liabilities that first became known to the
company after the sale.

On April 8, 2004, MarketXT filed a complaint in the New York
District Court against the company, certain of its officers and
directors, and other third parties, including Softbank Investment
Corporation and Softbank Corp., alleging that defendants were
preventing plaintiffs from obtaining certain contingent payments
allegedly due, and as a result, claiming damages of $1.5 billion.

On April 9, 2004, the company filed a complaint in the same Court
against certain directors and officers of MarketXT seeking
declaratory relief and unspecified monetary damages for
defendants' fraud in connection with the 2002 sale, including
having presented the company with fraudulent financial statements
regarding the condition of Momentum Securities, LLC during the due
diligence process.

Subsequently, MarketXT was placed into bankruptcy, and the company
filed an adversary proceeding against MarketXT and others in
January 2005, seeking declaratory relief, compensatory and
punitive damages, in those Chapter 11 bankruptcy proceedings in
the U.S. Bankruptcy Court for the Southern District of New York
entitled, "In re MarketXT Holdings Corp., Debtor."  In that same
court, the company filed a separate adversary proceeding against
Omar Amanat in those Chapter 7 bankruptcy proceedings entitled,
"In re Amanat, Omar Shariff."

In October 2005, MarketXT answered the company's adversary
proceeding and asserted its counterclaims, subsequently amending
its claims in 2006 to add a $326 million claim for "promissory
estoppel" in which MarketXT alleged, for the first time, that the
company breached a prior promise to purchase the acquired entities
in 1999-2000.

In April 2006, Omar Amanat answered the company's separate
adversary proceeding against him and asserted his counterclaims.
In separate motions before the Bankruptcy Court, the company has
moved to dismiss certain counterclaims brought by MarketXT
including those described above, as well as certain counterclaims
brought by Mr. Amanat.

In a ruling dated Sept. 29, 2006, the Bankruptcy Court in the
MarketXT case granted the company's motion to dismiss four of the
six bases upon which MarketXT asserts its fraud claims against the
company; its conversion claim; and its demand for punitive
damages.  In the same ruling, the Bankruptcy Court denied in its
entirety MarketXT's competing motion to dismiss the company's
claims against it.  On Oct. 26, 2006, the Bankruptcy Court
subsequently dismissed MarketXT's "promissory estoppel" claim.

Under the agreement, the company agreed, without admitting
liability, to pay $3,995,000 to the Chapter 11 Trustee in behalf
of the bankruptcy estate of MarketXT, in exchange for a general
release from MarketXT as well as its promise to defend and
indemnify the company in certain other actions up to a maximum of
$3,995,000.

The District Court subsequently approved a separate settlement
agreement on Jan. 8, 2008 between the company and the Trustee for
the bankruptcy estate of Omar Amanat under the terms of which the
company paid to said Trustee the sum of $50,000 in exchange for a
general release.

                     About E*TRADE Financial

Based in New York City, E*Trade Financial Corporation (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial services
including trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank, or
its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.

                          About MarketXT

Based in New York City, MarketXT, Inc. develops technology-based
products and services that seek to modernize trading by
significantly increasing the efficiency of institutional trades
for both the buy- and sell- side.

The company filed for Chapter 11 protection on June 15, 2005
(Bankr. S.D.N.Y. Case No. 05-14349).  The Debtor its parent
MarketXT Holdings Corporation, also filed for Chapter 11
protection on Mar. 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078).  
There is also an involuntary chapter 11 petition filed against
Epoch Investment, L.P., fka Empyrean Investments, L.P., on May 12,
2005 (Bankr. S.D.N.Y. Case No. 05-13470).

Gabriel Del Virginia, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $1 million
to $10 million.


MASTEC INC: Posts $7.3 Mil. Net Loss for Fiscal 2007 Ended Dec. 31
------------------------------------------------------------------
MasTec Inc. reported $7.2 million net income for the three months
ended Dec. 31, 2007, compared to $14.8 million net loss for the
same period of the prior year.  For the year ended Dec. 31, 2007,
the company posted a net loss of $7.3 million compared to the net
loss of $50.3 million for 2006.

For the 2007 fourth quarter, the company generated revenues of
$273.6 million from $240.0 million revenues for the 2006 fourth
quarter.  For fiscal 2007 the company's total revenues amounted to
$1,037.7 million compared to $940.4 million revenues in 2006.
    
For the quarter ended Dec. 31, 2007, income from continuing
operations was $9.9 million, compared with income from continuing
operations of $9.3 million in the prior year quarter.
    
For the year ended Dec. 31, 2007, income from continuing
operations was $6.3 million compared with income from continuing
operations of $40.0 million for the prior year.  Excluding the
previously disclosed $39.3 million charge for the acceleration of
the settlement of legacy litigation, claims and other disputes,
non-GAAP income from continuing operations was $45.5 million.

"We spent a lot of time and effort getting legacy issues behind us
in 2007," Jose Mas, MasTec's president and chief executive
officer, commented.  "We also worked hard in improving our
operations, growing our business and positioning the Company to
take advantage of the opportunities before us."

"We are off to a good start in 2008 and are encouraged by the
activity in our markets despite the overall economic conditions,"
Mr. Mas continued.

                         About MasTec Inc.

Headquartered in Coral Gables, Florida, MasTec Inc. (NYSE: MTZ) --
http://www.mastec.com/-- is a specialty contractor operating    
mainly throughout the United States across a range of
industries.  The company's core activities are the building,
installation, maintenance and upgrade of communication and utility
infrastructure systems.

                          *     *     *

Moody's Investor Service placed MasTec Inc.'s probability of
default rating at 'Ba3' in September 2006.  The rating still holds
to date with a stable outlook.


MCCLATCHY CO: Moody's Puts 'Ba2' Ratings on Review for Likely Cuts
------------------------------------------------------------------
Moody's Investors Service placed The McClatchy Company's Ba2
Corporate Family rating, Ba2 Probability of Default rating, and
associated debt ratings on review for possible downgrade due to
ongoing pressure on the company's cash flow from declining
advertising revenue, and the resulting challenge to reduce debt-
to-EBITDA to the 4.5x range anticipated in the Ba2 CFR.

Moody's also lowered McClatchy's speculative-grade liquidity
rating to SGL-4 from SGL-2 reflecting concern that the
considerable pressure on newspaper advertising revenue is
weakening McClatchy's prospective ability to maintain compliance
with its credit facility financial covenants, which step down
significantly over the next 12 months.  

Moody's believes the company is currently in compliance but may
need to amend its financial covenants by the end of 2008 to
maintain compliance.  Moody's would consider upgrading the
liquidity rating to SGL-3 if McClatchy secures covenant relief
provided there is sufficient cash and cash flow coverage of the
$200 million April 2009 maturity.  The rating actions follow
McClatchy's announcement that revenue declined 14.4% in January
and that first quarter revenue trends are similar due to a
worsening economic environment, particularly in California and
Florida.

On Review for Possible Downgrade:

Issuer: McClatchy Company (The)

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba2

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba2

  -- Senior Unsecured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba1, LGD2-25%

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba3, LGD5-80%

Downgrades:

Issuer: McClatchy Company (The)

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-2

Outlook Actions:

Issuer: McClatchy Company (The)

  -- Outlook, Changed To Rating Under Review From Negative

Moody's will review the company's liquidity profile including
plans to maintain compliance with the credit facility covenants.   
In addition, Moody's will evaluate McClatchy's ongoing cost
management plans and strategies to mitigate the pressure on
revenue and operating cash flow generation from the challenging
advertising environment in its markets.  Moody's will consider the
execution risks and feasibility of the company's plan to reduce
debt during 2008 with free cash flow, asset sale proceeds and tax
refunds, as well as the company's willingness to repay debt while
its share price is under pressure.  LGD assessments are also
subject to change as McClatchy's mix of guaranteed bank debt and
unguaranteed bonds changes.

The McClatchy Company, headquartered in Sacramento, California, is
the third largest newspaper company in the U.S., with 31 daily
newspapers and approximately 50 non-dailies. McClatchy also owns
McClatchy Interactive, Real Cities and equity investments in
CareerBuilder, Classified Ventures, and other newspaper and online
properties.  Annual revenue approximates $2.3 billion.


METALDYNE CORP: S&P Cuts Rating to B- on Expected Severe Pressures
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and other ratings on Metaldyne Corp. to 'B-' from 'B'.  The
outlook is negative.
      
"The downgrade reflects our view that the cyclical and competitive
pricing pressures of the capital-intensive automotive metal
component supply industry will remain severe this year, reducing
the company's liquidity further," said Standard & Poor's credit
analyst Robert Schulz.
     
The ratings reflect the company's vulnerable business risk profile
as a supplier heavily exposed to the Michigan-based automakers,
and its highly leveraged financial profile characterized by
negative cash flow and limited liquidity.  Metaldyne should still
realize prospective benefits, including cost reductions, of
ownership by unrated Asahi Tec Corp., a Japan-based public
company, although it is controlled by Ripplewood Partners and
Mitsui.  There is no guarantee of support from Asahi Tec for
Metaldyne's debt.  S&P currently believes that Asahi Tec,
Ripplewood Partners, and Mitsui & Co. Ltd. are committed to the
Metaldyne investment, as exemplified by Asahi Tec's recent
reimbursement to Metaldyne for costs incurred exploring financing
options.
     
Metaldyne is one of the largest independent manufacturers of
engineered metal components for the global automotive market, with
content in about 90% of the top 40 NAFTA light vehicles and
revenues of a little less than $2 billion.
     
Standard & Poor's expects Metaldyne to maintain near-term
liquidity amid challenging industry conditions.  However, this
will be difficult because leverage will remain high and cash flow
could be negative in fiscal 2008.  S&P could lower the ratings if
the company's availability under the revolving facility appears
headed toward less than $40 million or if S&P deems that the
company will be unable to comply with financial covenants.  S&P's
concerns continue to include certain customers' production levels,
ultimate recovery on higher raw-material costs, and the need for
ongoing successful launches and new business wins.  Longer-term
revision of the outlook to stable would require enough cash flow
to reduce debt, along with improved liquidity, but S&P does not
expect this to occur in 2008.


MORGAN STANLEY: Fitch Rates $4.626MM Class O Certificates B-
------------------------------------------------------------
Morgan Stanley Capital I Trust 2008-TOP29, commercial mortgage
pass-through certificates are rated by Fitch Ratings as:

  -- $46,000,000 class A-1 'AAA';
  -- $36,100,000 class A-2 'AAA';
  -- $64,800,000 class A-3 'AAA';
  -- $49,200,000 class A-AB 'AAA';
  -- $629,616,000 class A-4 'AAA';
  -- $75,000,000 class A-4FL'AAA';
  -- $123,386,000 class A-M 'AAA';
  -- $72,489,000 class A-J1'AAA';
  -- $1,233,858,197 class X'AAA';
  -- $20,050,000 class B 'AA';
  -- $10,796,000 class C 'AA-';
  -- $21,593,000 class D 'A';
  -- $12,339,000 class E 'A-';
  -- $13,880,000 class F 'BBB+';
  -- $13,881,000 class G 'BBB';
  -- $10,797,000 class H 'BBB-';
  -- $1,542,000 class J 'BB+';
  -- $4,627,000 class K'BB';
  -- $1,542,000 class L 'BB-';
  -- $1,543,000 class M 'B+';
  -- $4,627,000 class N 'B';
  -- $4,626,000 class O 'B-'.

Class X is a notational amount and interest only.  The $15,424,197
class P is not rated by Fitch.

Classes A-1, A-2, A-3, A-AB, A-4, A-4FL, and A-M are offered
publicly, while classes A-J1, X, B, C, D, E, F, G, H, J, K, L, M,
N, and O are privately placed pursuant to Rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 82
fixed-rate loans having an aggregate principal balance of
approximately $1,233,858,197, as of the cutoff date.


MUGELLO ABS: Moody's Downgrades Ratings on Eroding Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Mugello ABS CDO 2006-1, Ltd., and left on review
for possible further downgrade the rating of one of these classes.   
The notes affected by this rating action are:

Class Description: $54,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2051

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2051

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

Class Description: $26,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes Due 2051

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

Class Description: $20,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes Due 2051

  -- 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 on
Feb. 5, 2008, as reported by the Trustee, of an event of default
described in Section 5.1(h) of the Indenture dated Nov. 14, 2006.

Mugello ABS CDO 2006-1, 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(h) 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.

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
the Class A-1 Note remains on review for possible further action.


NATIONAL ENERGY: Board's Dissolution Plan to be Decided March 14
----------------------------------------------------------------
The board of directors of National Energy Group Inc. made these  
determinations after its consideration of the liquidation and
dissolution of the company, the distribution of the company's
assets in connection with the liquidation, and the class action
filed against the company:

   1. To appoint a special board committee to review and evaluate,
      and determine whether to approve and authorize, the
      advancement of expenses to the requesting director, along
      with the advancement of costs and expenses, including
      attorneys' fees, of other current and former officers and
      directors named as defendants to the lawsuit, and if so, on
      what terms, and to so advise the board and the requesting
      parties of such determinations.

   2. The company should proceed with its proposed Dissolution
      pursuant to the Plan, subject to shareholder approval at the
      Special Meeting, under the continued supervision of the
      company's board of directors and officers.

   3. In order to permit the company's shareholders sufficient
      time to review the information set forth herein, the Special
      Meeting, originally convened on Feb. 7, 2008, for the
      purpose of adjourning it to Feb. 28, 2008, should be
      reconvened on Feb. 28, 2008, for the purpose of
      adjourning it to a later date.  In accordance with the
      board's determination, the Special Meeting was reconvened on
      Feb. 28, 2008, for the purpose of adjourning to 10:00 a.m.,
      Central Time, on Friday, March 14, 2008, in the White Rock
      Room, Radisson Hotel Central Dallas, 6060 North Central
      Expressway, Dallas, Texas.

   4. As a result of the lawsuit and the company's possible
      indemnification obligations with respect thereto including,
      if approved by the special committee referred to above, the
      Advancement Obligations, the company could face financial
      exposure, which might not be fully covered by the company's
      D&O Policy and which the board is presently unable to
      estimate.  Although the Proxy Statement provided the
      company's estimate that substantially all of the company's
      liquidation proceeds would be distributed to the company's
      shareholders within six months after the filing of a
      certificate of dissolution with the Delaware Secretary of
      State and contemplated that the amount ultimately
      distributed to the company's shareholders would be between
      $4.22 and $4.24 per share of common stock based on the
      assumptions outlined in the Proxy Statement, because of the
      uncertainties as to the ultimate settlement amount of the
      company's remaining liabilities and expenditures, including
      the company's expenditures during liquidation and any
      financial exposure related to the Lawsuit, the Advancement
      Obligations, if approved, and the company's possible related
      indemnification obligations, the company will not make any
      liquidation distributions to shareholders pursuant to the
      Plan and the Dissolution until the board, at a future
      meeting thereof and by majority vote, determines that the
      company has paid, or made adequate provision for the payment
      of its liabilities and obligations, including any
      liabilities relating to the Lawsuit and the company's
      related Advancement Obligations, if approved, and possible
      indemnification obligations.

   5. The company's board and officers shall continue to oversee
      the company's liquidation process and the process of
      winding up the affairs of the company as contemplated under
      Delaware law and pursuant to the Plan.

Accordingly, in deciding whether to vote in favor of the Plan and
Dissolution, company shareholders are advised to take into
consideration the uncertainties concerning the ultimate settlement
amount of the company's remaining liabilities:

   1. If approved at the Special Meeting, the company will
      proceed with its Dissolution pursuant to the Plan,
      including the filing of a certificate of dissolution with
      the Delaware Secretary of State and the filing of necessary
      documentation with the Securities and Exchange Commission
      to terminate the company's status as a reporting company
      under the Securities Exchange Act of 1934, as amended,
      under the continued supervision of its board of directors
      and officers as previously outlined in its Proxy
      Statement;

   2. The board is not able to predict the date or dates on which
      liquidation distributions, if any, will be made to
      shareholders;

   3. Any such distributions could be substantially less than the
      range estimated in the company's Proxy Statement; and

   4. After the company's filing of the certificate of
      dissolution with the Delaware Secretary of State and the
      cessation of the company's reporting obligations under the
      Securities Exchange Act of 1934, as amended, the company
      will provide periodic updates on the status of its
      Dissolution process via press release and/or mailing to
      company shareholders of record as of the date on which such
      certificate of dissolution is so filed in Delaware, which
      shareholders will be the parties entitled to receive
      liquidation distributions, if any, under the Plan.

On Feb. 7, 2008, the company publicly disclosed that on Feb. 1,
2008, a purported stockholder derivative and class action styled
Andrew T. Berger v. Icahn Enterprises LP, et al. (Case No. 3522-
VCS) was filed in the Delaware Court of Chancery against the
company, as a nominal defendant, and Icahn Enterprises L.P.,
Robert G. Alexander, Jon F. Weber, Robert J. Mitchell, Jack G.
Wasserman and Robert H. Kite, as additional defendants.  Messrs.
Alexander, Weber, Mitchell, Wasserman and Kite are current or
former directors or officers of the company.

The Lawsuit alleges, among other things, that certain of the
company's current and former officers and directors breached their
fiduciary duties to the company and its shareholders in connection
with the company's Nov. 21, 2006 sale to NEG Oil & Gas LLC of
the company's former unconsolidated non-controlling 50% limited
liability company interest in NEG Holding LLC as a result of the
exercise by NEG Oil & Gas of its contractual redemption option
under the operating agreement governing NEG Holding.

Since the redemption of the company's former interest in NEG
Holding, the company has had no business operations and its
principal assets consist of its cash and short-term investment
balances, which aggregate approximately $48 million.

As a result, on Nov. 12, 2007, the company's board of directors
concluded that the liquidation and dissolution of the company and
the distribution of the company's assets in connection therewith
was in the best interests of the company's shareholders when
compared to other alternatives and, on Dec. 13, 2007, the company
disclosed that the board had scheduled the special meeting of the
shareholders to consider and vote on the Plan of Complete
Dissolution and Liquidation of National Energy Group Inc. and the
dissolution and liquidation of the company in accordance
therewith.  

Company shareholders of record as of the close of business
on Dec. 27, 2007, which is the record date for the Special Meeting
established by the company, are entitled to notice of and to vote
at the Special Meeting.

At the time that the company called the Special Meeting and
transmitted its related Notice of Special Meeting of Shareholders
and the Proxy Statement, both dated Jan. 7, 2008, to its
shareholders as of the Record Date, the Lawsuit had not been filed
and accordingly such materials do not contemplate the existence of
the Lawsuit.  As a result, the company convened the Special
Meeting on Feb. 7, 2008, for the sole purpose of adjourning it to
Feb. 28, 2008, to permit the company to evaluate the Lawsuit.

On Feb. 27, 2008, the company's board met to further evaluate the
Lawsuit and its potential impact on the proposed Plan and the
Dissolution.  At that meeting, the board reviewed the company's
obligation, pursuant to its Restated Certificate of Incorporation
and By-laws, to indemnify to the full extent authorized by law any
person named as a defendant in litigation by reason of the fact
that such person is or was an officer or director of the company,
well as the terms and conditions of the company's outstanding
directors and officers insurance policy.  The board also reviewed
a request from a director of the company named as a defendant in
the Lawsuit that the company advance litigation defense costs
and expenses incurred by him in connection with the Lawsuit, as
permitted under governing Delaware law.

               About National Energy Group Inc.

Headquartered in Dallas, Texas, National Energy Group Inc.
(OTC:NEGI) -- http://www.negx.com/-- was a management company   
engaged in the business of managing the exploration, development,
production and operations of oil and natural gas properties,
primarily located in Texas, Oklahoma, Arkansas and Louisiana (both
onshore and in the Gulf of Mexico).  The company managed the oil
and natural gas operations of NEG Operating LLC, National Onshore
LP, formerly TransTexas Gas Corporation and National Offshore LP,
formerly Panaco Inc., all of which are affiliated entities.  Its
principal assets were its unconsolidated non-controlling 50%
membership interest in NEG Holding LLC and the management
agreements with Operating LLC, National Onshore and National
Offshore.  

On Nov. 21, 2006, NEGI completed the sale of its non-controlling
50% membership interest in NEG Holding LLC to NEG Oil & Gas LLC,
paid its debt obligations in full, terminated its management
agreements with NEG Operating LLC, National Onshore LP and
National Offshore LP and terminated the employment of the majority
of its employees.  Subsequent to Nov. 21, 2006, NEGI has no
business operations and its principal assets consist of cash and
short-term investment balances.


NATIONAL RETAIL: S&P Maintains 'BB+' Preferred Stock Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
the $220 million 5.125% convertible senior unsecured notes due
2028 issued by National Retail Properties Inc. (BBB-/Stable/--).
     
National Retail will use proceeds from the note offering to pay
down outstanding borrowings on its $400 million unsecured line of
credit and to fund property acquisitions for 2008.  While
approximately $130 million was outstanding on the credit facility
as of Dec. 31, 2007, a normal acquisition pace in 2008 has since
increased borrowings moderately.
     
The ratings acknowledge National Retail's well-occupied and
geographically diverse portfolio of triple-net-leased properties,
along with the company's modest development exposure and
conservative financial risk profile.  Offsetting these strengths
are the company's significant, albeit improved, tenant and
industry concentrations within a cyclical retail sector, as well
as its recent foray into theater properties, which S&P believes
has a weaker tenant credit profile.

                         Rating Assigned

   National Retail Properties Inc.                    Rating
                                                      ------
    $220 million convertible senior unsecured notes   BBB-
   
                    Other Outstanding Ratings

        National Retail Properties Inc.    Rating
                                           ------
         Corporate credit                  BBB-/Stable/--
         Senior unsecured                  BBB-
         Preferred stock                   BB+


NCO GROUP: Completes $325 Million Buyout of Outsourcing Solutions
-----------------------------------------------------------------
NCO Group Inc. completed its acquisition of Outsourcing Solutions
Inc. for $325 million in cash, subject to certain post-closing
adjustments.

NCO funded a portion of the acquisition with a $139 million Add-on
Term Loan B to its senior credit facility.  Additionally, One
Equity Partners, NCO management and other co-investors provided
NCO with the remainder of the funding for the acquisition through
additional equity investments.  NCO is a portfolio company of OEP,
a private equity investment fund.

The acquisition is expected to be accretive to NCO's earnings
in 2008 and beyond.  The combined company will have over 29,000
employees operating in 10 countries.

"We are excited at the opportunities created by this acquisition,
which will better enable us to service our markets," Michael J.
Barrist, chairman and chief executive officer of NCO, said.  "The
combined organization will be uniquely positioned to offer our
customers a host of new and expanded products along with
unparalleled access to advanced technologies, industry experience,
and global service capabilities."

               About Outsourcing Solutions Inc.

Outsourcing Solutions Inc. is a provider of business process
outsourcing services, specializing in accounts receivable
management services.

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.  
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Moody's Investors Service placed NCO Group Inc.'s corporate family
and probability of default ratings at 'B2'.  The rating outlook is
stable.


NEW CENTURY: Files Amendments to Plan Disclosure Statement
----------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware amendments to the disclosure statement explaining the
terms of their Plan of Liquidation dated Feb. 2, 2008.

The Debtors estimate that they generated $230,400,000 from asset
sales through February 12, 2008.  The Debtors also generated  
$1,400,000 in interest income though February 8, 2008.

>From the date of bankruptcy through Feb. 8, 2008, the Debtors paid
$284,000,000 for operating expenses and other administrative
claims.  Of that amount, $17,000,000 are restructuring fees other
than professional fees, and approximately $48,000,000 are
disbursed to restructuring professionals.

As of Feb. 8, 2008, the Debtors had a $56,600,000 book balance.

The Debtors have been divided to three groups for purposes of
treatment of unsecured claims: (1) the Holding Company Debtors,
comprising NCFC, New Century TRS Holdings, Inc., New Century
Credit Corporation, and NC Residual IV Corporation; (2) the
Operating Debtors, comprising New Century Mortgage Corporation,
NC Capital Corporation, Home123 Corporation, NC Asset Holding,
L.P., NC Deltex, LLC, New Century REO Corporation, New Century
REO II Corporation, New Century REO III Corporation, NC Residual
III Corporation, New Century Mortgage Ventures, LLC, NCoral,
L.P.; and (3) Access Lending.

The Debtors project that Access Lending Net Distributable Assets
will range from $2,300,000 to $4,400,000.  The Holding Company
Debtor Net Distributable Assets will range from $11,000,000 to
$54,000,000.  The Operating Debtor Net Distributable Assets will
range from $43,000,000 to $136,000,000.

                        Liquidating Trust

The Holding Company Debtors and the Operating Debtors will
transfer all of their assets and liabilities to a liquidating
trust, for the benefit of holders of Holding Company Debtor
Unsecured Claims and Operating Company Debtor Unsecured Claims.

The stock of Access Lending, owned by New Century TRS Holdings,
will be among the assets of the Holding Company Debtors
distributed to the Liquidating Trust.  The Liquidating Trust will
be the sole shareholder of Reorganized Access Lending, and will
act as its Plan Administrator.

                    Claims and Distributions

                                               Projected
                                               Recovery
   Class                    Treatment          Estimate
   -----                    ---------          ---------

A. ALL DEBTORS

   Administrative Claims    Unimpaired          100%
   Against all Debtors

   Priority Tax Claims      Unimpaired          100%
   Against all Debtors


B. HOLDING COMPANY DEBTORS

   Class HC1: Priority      Unimpaired          100%
   Claims Against NCFC

   Class HC2: Secured       Unimpaired          100%
   Claims Against NCFC

   Class HC3a: Special      Impaired            N/A

   Deficiency Claims
   Against NCFC

   Class HC3b: Other        Impaired            1.9% - 14.3% or
   Unsecured Claims                             2.5% - 18.5% for
   Against NCFC                                 Joint Liability
                                                Claims

   Class 4a: Series A       Impaired            0%
   Preferred Stock
   Interests

   Class 4b: Series A       Impaired            0%
   510(b) Claims

   Class 4c: Series B       Impaired            0%
   Preferred Stock
   Interests

   Class 4d: Series B       Impaired            0%

   Class 4e: Common Stock   Impaired            0%
   Interests, Option
   Interests, Warrant
   Interests, and Common
   Stock 510(b) Claims

   Class HC5: Priority      Unimpaired          100%
   Claims Against
   TRS Holdings

   Class HC6: Secured       Unimpaired          100%
   Claims Against
   TRS Holdings

   Class HC7: Other         Impaired            1.9% - 14.3%
   Unsecured Claims
   Against TRS Holdings

   Class HC8: Priority      Unimpaired          100%
   Claims Against NC
   Credit

   Class HC9: Secured       Unimpaired          100%
   Claims Against NC
   Credit

   Class HC10a: Special     Impaired            N/A
   Deficiency Claims
   Against NC Credit

   Class HC10b: Other       Impaired            1.9% - 14.3% or
   Unsecured Claims                             2.5% - 18.5% for
   Against NC Credit                            Joint Liability
                                                Claims

   Class HC11: Priority     Unimpaired          100%
   Claims Against NC
   Residual IV

   Class HC12: Secured      Unimpaired          100%
   Claims Against NC
   Residual IV

   Class HC13: Other        Impaired            1.9% - 14.3%
   Claims Against
   NC Residual IV


C. OPERATING DEBTORS

   Class OP1: Priority      Unimpaired          100%
   Claims Against NCMC

   Class OP2: Secured       Unimpaired          100%
   Claims Against NCMC

   Class OP3a: Special      Impaired            N/A
   Deficiency Claims
   Against NCMC

   Class OP3b: EPD/Breach   Impaired            3.5% - 23.6%
   Claims Against NCMC

   Class OP3c: Other        Impaired            3.5% - 23.6% or
   Unsecured Claims                             4.6% - 30.7% for
   Against NCMC                                 Joint Liability
                                                Claims

   Class OP4: Priority      Unimpaired          100%
   Claims Against NC
   Capital

   Class OP5: Secured       Unimpaired          100%
   Claims Against NC
   Capital

   Class OP6a: Special      Impaired            N/A
   Deficiency Claims
   Against NC Capital

   Class OP6b: EPD/         Impaired            1.8% - 11.8%
   Breach Claims
   Against NC Capital

   Class OP6c: Other        Impaired            3.5% - 23.6% or
   Unsecured                                    4.6% - 30.7% for
   Claims Against NC Capital                    Joint Liability
                                                Claims


   Class OP7: Priority      Unimpaired          100%
   Claims Against Home123

   Class OP8: Secured       Unimpaired          100%
   Claims Against
   Home123

   Class OP9a: Special      Impaired            N/A
   Deficiency Claims
   Against Home123

   Class OP9b: Other        Impaired            0.9% - 5.9% or
   Unsecured Claims                             4.6% - 30.7%
for          
   Against Home123                              Joint Liability
                                                Claims

   Class OP10: Priority     Unimpaired          100%
   Claims Against
   NC Asset Holding,
   NC Deltex, NC REO,
   NC REO II, NC REO III,
   NC Residual III, NCM
   Ventures, and NCoral

   Class OP11: Secured      Unimpaired          100%
   Claims Against
   NC Asset Holding,
   NC Deltex, NC REO,
   NC REO II, NC REO III,
   NC Residual III,
   NCM Ventures, and NCoral

   Class OP12: Other        Impaired               0.9% - 5.9%
   Unsecured Claims
   Against NC Asset
   Holding, NC Deltex,
   NC REO, NC REO II,
   NC REO III,
   NC Residual III,
   NCM Ventures, and NCoral

D. ACCESS LENDING

   Class AL1: Priority      Unimpaired             100%
   Claims Against
   Access Lending

   Class AL2: Secured       Unimpaired             100%
   Claims Against
   Access Lending

   Class AL3: Other         Impaired               11.7% - 22.3%
   Unsecured Claims
   Against Access Lending

A full-text copy of the Amended Disclosure Statement explaining
the Plan is available for free at:

              http://researcharchives.com/t/s?28a4

                        About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Fitch Downgrades Ratings on $838.2 Million Certs.
--------------------------------------------------------------
Fitch Ratings has taken rating actions on one New Century mortgage
pass-through certificate transaction.  Unless stated otherwise,
any bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $18.8 million and downgrades total
$838.2 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

New Century 2006-1
  -- $242.6 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 45.44, LCR: 1.46);

  -- $18.8 million class A-2a affirmed at 'AAA'
     (BL: 98.99, LCR: 3.17);

  -- $308.1 million class A-2b downgraded to 'A' from 'AAA'
     (BL: 45.70, LCR: 1.46);

  -- $45.1 million class A-2c downgraded to 'A' from 'AAA'
     (BL: 43.85, LCR: 1.40);

  -- $54 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 37.85, LCR: 1.21);

  -- $48.5 million class M-2 downgraded to 'B' from 'AA'
     (BL: 32.46, LCR: 1.04);

  -- $26 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 29.56, LCR: 0.95);

  -- $23.2 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 26.96, LCR: 0.86);

  -- $22.5 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 24.44, LCR: 0.78);

  -- $21.2 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 22.01, LCR: 0.70);

  -- $18.4 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 19.78, LCR: 0.63);

  -- $13.7 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 18.21, LCR: 0.58);

  -- $15 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 16.53, LCR: 0.53).

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 26.98%;
  -- Realized Losses to date (% of Original Balance): 1.16%;
  -- Expected Remaining Losses (% of Current balance): 31.22%;
  -- Cumulative Expected Losses (% of Original Balance): 21.55%.

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.


NORBORD INC: Moody's Cuts Ba2 Rating on Weak Financial Performance
------------------------------------------------------------------
Moody's Investors Service downgraded Norbord Inc.'s corporate
family rating to Ba2 from Ba1 reflecting the ongoing pressure on
the company's financial performance and credit protection metrics
caused by the severe downturn in new the new home construction
market, the reduction in home repairs and remodeling activities
and the oriented strandboard production capacity additions.

At the same time, the ratings on the senior unsecured notes of
Norbord and Norbord (Delaware) GPI were also lowered to Ba2 from
Ba1 and Norbord's speculative grade liquidity rating was affirmed
at SGL-3.  The rating outlook is negative.

The downgrade reflects the company's weak financial performance
due to the low pricing environment for the company's principal
product OSB and the expectation that market conditions will remain
challenging over the next 12 to 18 months.  OSB pricing has
remained at or below industry average cash cost for most of the
past 18 months owing to the severe downturn in new residential
construction and the sub prime mortgage crisis.  The pricing
situation is exacerbated by the negative effect of eroding
consumer confidence on home repairs and remodeling activities.  In
addition, reduced OSB demand is occurring at a time when
additional OSB production capacity has come on-line.  It is
expected that OSB pricing will remain depressed until industry
capacity utilization rate increases significantly.  Norbord's
recent financial performance was supported by the strong
performance of its European business which S&P expects will return
to more normalized levels.  Norbord has increased its debt
position and the company's liquidity is expected to deteriorate as
the company relies on its cash and bank credit facilities to fund
its negative cash flows.

Norbord's credit profile is supported by the positive long term
industry fundamentals as OSB continues to take market share from
plywood due to its relative cost advantage.  Norbord's operating
assets are very cost competitive and the company generates
substantial free cash flow in strong OSB pricing environments.   
With most of its North American OSB facilities located in the US
South, Norbord's margins are relatively insulated from the
negative impact of the strong Canadian dollar.

The company's speculative grade liquidity rating was affirmed at
SGL-3 reflecting anticipated adequate liquidity over the next 12
months due to the company's moderate cash balance, availability
under its third party liquidity arrangements, expectations that
financial covenants will not be violated in the next four
quarters, and alternate liquidity through the sale of assets,
which are unencumbered.  It is noted that Norbord has already
provided for its March 2008 debenture maturity and the company's
next scheduled debt maturity is in 2010 when the bank credit
facilities come due.

The negative ratings outlook reflects prospects for continuing
weakness in the OSB industry.  The outlook is likely to remain
negative until OSB pricing and the company's credit protection
metrics improve.

Downgrades:

Issuer: Norbord GP I

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
     from Ba1

Issuer: Norbord Inc.

  -- Probability of Default Rating, Downgraded to Ba2 from Ba1

  -- Corporate Family Rating, Downgraded to Ba2 from Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
     from Ba1

Upgrades:

Issuer: Norbord GP I

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to 52 -
     LGD4 from 60 - LGD4

Issuer: Norbord Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to 52 -
     LGD4 from 60 - LGD4

Moody's last rating action on Norbord was on May 1, 2007 when the
senior unsecured ratings were lowered to Ba1 from Baa3.

Headquartered in Toronto, Ontario, Norbord Inc. is a producer of
panel boards, principally OSB, with manufacturing operations in
the United States, Europe and Canada.


NUVEEN INVESTMENTS: Moody's Confirms 'B1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
on Nuveen Investments, Inc. and has changed the rating outlook to
negative from stable.  The outlook change was primarily driven by
the challenges that the company currently faces with regards to
the liquidity crisis in the auction rate securities market for
closed-end funds and the potential for a protracted equity market
downturn in 2008.  This rating action has no impact on any auction
rate preferred stock or other indebtedness issued by Nuveen's
closed-end funds that are rated by Moody's.

Moody's stated that Nuveen has approximately $15 billion in closed
end funds assets under management that have been affected by the
failed auctions, which has forced the company to consider other
forms of financing instruments in order to maintain the leverage
structure of these funds.  Moody's emphasized that the disruption
in the auction rate market is the result of an overall lack of
liquidity in the market for auction rate securities.

Moody's Vice President/Senior Credit Officer Matthew Noll stated,
"The uncertainty of a resolution to the auction rate security
situation, the recent equity market correction and its impact on
AUM, and weaker than expected net flows are combining to make for
some significant challenges for Nuveen."  Moody's highlighted that
the primary risks for the company are the potential for permanent
loss of AUM and earnings due to a need to retire or replace
auction rate securities, negative net flows across equity
products, and generally weaker market demand for new closed end
funds and retail separately managed accounts -- two of the
company's largest product classes.  Moody's noted that Nuveen's
total debt / 2008 EBITDA has a higher potential for exceeding 8x,
which is in excess of the level that was originally anticipated
when the rating agency assigned a B1 CFR following Nuveen's
acquisition by a group of private equity buyers in November 2007.

Moody's added that a resolution to the disruption in the auction
rate market, several flat to positive net flow quarters, 2008
EBITDA in excess of $450 million, and solid investment performance
would lead to a return to a stable outlook.  A few consecutive
quarters of material long term net outflows, leverage exceeding 8x
total debt / EBITDA, or a significant decline in the market share
of its closed end funds and retail separately managed accounts
would likely lead to a downgrade.

These ratings were affirmed with the outlook changed to negative
from stable:

Nuveen Investments, Inc.: $250 million, 6-year senior secured
revolver at Ba3; $2.315 billion, 7-year senior secured term loan
at Ba3; corporate family rating at B1; $785 million, 8-year senior
unsecured notes at B3; $250 million, 5-year senior unsecured notes
due 2010 at B3, $300 million, 10-year senior unsecured notes due
2015 at B3.

Nuveen Investments, Inc., headquartered in Chicago, is a US-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $164 billion as of Dec. 31, 2007.


OCEAN SPRAY: Moody's Raises Rating on Preferred Stock to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded Ocean Spray Cranberries, Inc.'s
Series A preferred stock rating to Ba2 from Ba3, indicating an
investment grade profile.  Accordingly for an investment grade
profile, the company's corporate family rating and probability of
default ratings have been withdrawn.  The rating outlook is
stable.  This rating action concludes the review for possible
upgrade begun on Feb. 11, 2008.

Rating upgraded:

  -- Series A preferred stock rating to Ba2 from Ba3 (LGD6,100%)

Ratings withdrawn:

  -- Corporate family rating at Ba1
  -- Probability of default rating at Ba1

The one-notch upgrade reflects Ocean Spray's multi-year
improvement in operational efficiency, product portfolio and
credit metrics.  In fiscal 2007, reported EBIT margin rose for the
first time in several years as new product launches, the robust
continued growth of CRAISINS(R) sweetened dried cranberries,
greater international expansion, and infrastructure investment
helped to boost sales and earnings.  A stream of new products such
as CRANERGY(TM) energy juice drink by Ocean Spray, along with
foreign markets' growing embrace of cranberry products, should
fuel further growth.

The company's rating is supported by the market acceptance of its
well known Ocean Spray brand, robust annual growth in sales
volume, and modest geographic diversity of sales, all of which are
consistent with an investment grade rated entity.  Credit
negatives include the cooperative's limited scale, the geographic
concentration of its raw material sources, and its narrow product
segment.

Ocean Spray Cranberries, Inc., based in Lakeville-Middleboro,
Massachusetts, is an agricultural cooperative focusing on
cranberry products including juice drinks, fresh cranberries and
packaged cranberry food products such as CRAISINS(R) sweetened
dried cranberries.  Revenues for the twelve months ended Nov. 30,
2007 were approximately $1.37 billion.  CRAISINS(R) and
CRANERGY(TM)  are trade marks owned by Ocean Spray.


OCTONION I: Moody's Junks Rating on $150 Million Notes
------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
of notes issued by Octonion I CDO Ltd., and left on review for
possible further rating action the ratings of two of these classes
of Notes.  The notes affected by this rating action are:

Class Description: $22,250,000 Class S Floating Rate Notes Due
2014

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

  -- Current Rating: Baa3, on review with future direction   
     uncertain

Class Description: $600,000,000 Class A1 Floating Rate Notes Due
2047

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

Class Description: $150,000,000 Class A2 Floating Rate Notes Due
2047

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

Class Description: $88,000,000 Class A3 Floating Rate Notes Due
2047

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

Class Description: $70,000,000 Class B Deferrable Floating Rate
Notes Due 2047

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

Class Description: $40,000,000 Class C Deferrable Floating Rate
Notes Due 2047

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

Class Description: $10,000,000 Class D Deferrable Floating Rate
Notes Due 2047

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

Class Description: $10,000,000 Class E Deferrable Floating Rate
Notes Due 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 Trustee on Feb. 8, 2008 of an event of default
caused by the Principal Coverage Ratio relating to the Class A3
Notes falling below 83.5%, as described in Section 5.1(d) of the
Indenture dated March 6, 2007.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction 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 the Controlling
Class.  Because of this uncertainty, the rating assigned to the
Class A-1 Notes remains on review with future direction uncertain.


OLD MILTON: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Old Milton Partners, LLC
        106 Colony Park Drive, Suite 600
        Cumming, GA 30040

Bankruptcy Case No.: 08-20533

Chapter 11 Petition Date: February 28, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: William A. Rountree, Esq.
                   (wrountree@maceywilensky.com)
                  Macey Wilensky & Kessler, LLP
                  285 Peachtree Center Avenue, NE
                  Suite 600 Marquis Two Tower
                  Atlanta, GA 30303-1229
                  Tel: (404) 584-1244
                  Fax: (404) 681-4355
                  http://www.maceywilensky.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of 12 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Neil Lansing                                      $373,507
   Crescent Development           
   3455 P'tree Ind.
   Boulevard, 305-146
   Duluth, GA 30096
   Tel: (404) 798-1821

   Peachtree Services                                $112,364
   Experts LLC
   c/oDonald Berry
   2500 Meadowbrook Parkway, #F
   Duluth, GA 30096
   Tel: (678) 474-6974

   The Hamil Corporation                             $61,696
   Danny Hamil
   2128 Jackson Road             
   Griffin, GA 30223
   Tel: (770) 412-0458

   Barry Pulliam                                     $53,565

   O'Connor Plumbing, Inc.                           $35,287

   Ashford Gardeners, Inc.                           $28,938

   Allsouth Sprinkler Company                        $19,955

   Tucker Acoustical Product, Inc.                   $17,190

   Global Floors, Inc.                               $11,000

   Shumate Mechanical, LLC                           $8,733

   HRH Architects, Inc.                              $4,626

   Wilson Insulation Group, LLC                      $1,536


ONEIDA LTD: Court Says PBGC Claims Were Discharged Under Plan
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York held in a 28-page decision that premiums, created by the
Deficit Reduction Act of 2005, payable to the Pension Benefit
Guaranty Corp. resulting from the termination of Oneida Ltd's
pension plan are pre-bankruptcy general unsecured claims that were
discharged by the Debtors' confirmed plan of reorganization.  U.S.
Bankruptcy Judge Allan L. Gropper also held that Oneida is not
estopped from refusing to pay the claims in full.

At the time of its bankruptcy filing, Oneida and the PBGC entered
into an agreement relating to the company's pension obligations
and the liabilities resulting from the underfunding of its three
tax-qualified single-employer defined-benefit pension plans.  The
plans were underfunded by about $40 million, triggering minimum
contributions to fund the deficiency.

Oneida and the PBGC negotiated over the pension obligations.  
Oneida agreed to provide the PBGC with a $3 million promissory
note for the PBGC's secured claim, which note would also cover
"any unsecured claim it would have arising out of the distress
termination of certain of the Debtors' pension plans."

The Debtor's agreement to provide the note was premised on
termination of all three pension plans.  Upon filing for
bankruptcy, Oneida asked the Court to find that it had satisfied
the financial requirements for distress termination of the plans
and approve termination of the plans.

The Debtor later withdrew the request with respect to the Buffalo
China Salaried and Union Plans, after further negotiations with
the PBGC.  Both plans were not terminated, although the Debtor
reserved the right to move to do so in the future.

In May 2006, the Court entered an order granting the Debtor's
uncontested motion to terminate the Oneida Plan.

The PBGC and Oneida thereafter reached an agreement containing the
specifics of the PBGC's claims arising from termination of the
Oneida pension plan, in effect finalizing their prepetition
agreement.  The settlement agreement continued to provide the PBGC
with a $3 million note.

The Settlement Agreement was never formally approved because of
the objection of an equity committee in Oneida's case.  The equity
panel had objected to that part of the settlement that recited
that the PBGC had a $56,236,900 unsecured claim.  The Equity
Committee, claiming there was value for equity, argued that it was
unfairly shut out and that an unreasonably high unsecured claim
allocated to the PBGC would prejudice its position.

Eventually, all parties stipulated that the claim was at least
$21,075,050.  In any event, after a contested confirmation hearing
in late July 2006, the Court found that there was no value for
equity, that the Plan satisfied the absolute priority provisions
of the Bankruptcy Code and that it could be "crammed down" against
the equity.   Oneida's bankruptcy plan was confirmed in August
2006 and became effective in September 2006.

After confirmation, the Debtor and the PBGC entered into another
stipulation relating to claims arising from termination of the
Oneida Pension Plan.

Shortly after the Court approved the stipulation, in October 2006,
the Debtor commenced a declaratory action, seeking a finding that
DRA Premiums are prepetition claims that were satisfied, along
with all other PBGC claims, by the $3 million note and were
otherwise discharged in Oneida's Plan.

The PBGC contended that the DRA Premiums were not "claims" and
accordingly were not discharged at confirmation.  In the
alternative, the PBGC argued that because the liability became
enforceable only after the distress termination of the pension
plan, and because the distress termination occurred postpetition,
the liability is at worst a postpetition claim, entitled to be
paid in full as an administrative expense of the Chapter 11 case.

The PBGC also asked the U.S. District Court for the Southern
District of New York to withdraw the reference, on the premise (i)
that the case required "consideration of both title 11 and other
laws of the United States regulating organizations or activities
affecting interstate commerce" (mandatory withdrawal) or,
alternatively, (ii) on the basis of discretionary withdrawal of
the reference.

The parties agreed that the DRA premiums would be paid into an
escrow account while the issue was litigated.

In July 2007, the District Court declined to withdraw the
reference, finding that to resolve the dispute, "the Bankruptcy
Court will be required to do what it does on a routine basis:
determine whether the DRA Premiums are post-petition obligations
that must be paid by Oneida upon reorganization, or pre-petition
'claims' that may be discharged pursuant to the Plan of
Reorganization."

The Deficit Reduction Act of 2005 was signed into law on
February 8, 2006.  The DRA is an appropriations bill designed to
reduce the deficit in connection with the 2006 fiscal-year budget.  
One section of the legislation amended the Employee Retirement
Income Security Act of 1974 to create an additional premium for
pension plans terminated as part of an in- or out-of-court
restructuring.

According to Judge Gropper, all of the relevant facts militate
toward a finding that the "claim" was in the parties'
contemplation prior to the bankruptcy filing.  Judge Gropper
explained that the Deficit Reduction Act of 2005 was passed before
Oneida filed its bankruptcy petition.  In addition, there does not
appear to be any question that the Debtor intended to terminate
its pension plans.

Judge Gropper noted that the PBGC and Debtor met at least twice
prior to filing, "discussed effectuating a distress termination of
the Oneida Pension Plans," and they had agreed to the PBGC's
treatment in a Chapter 11 plan.  The parties had a prepetition
relationship where it can fairly be said that the "claim" was
within the parties' contemplation, Judge Gropper said.

A full-text copy of the Court's decision is available at no charge
at http://www.researcharchives.com/bin/download?id=080303010846

                        About Oneida Ltd.

Based in New York City and incorporated in 1880, Oneida Ltd. --
http://www.oneida.com/-- is a design, sourcing and distribution   
company for stainless steel and silver-plated flatware for both
the consumer and foodservice industries.  

                           *     *     *

Standard & Poor's  placed Oneida Ltd.'s long term foreign and
local issuer credit ratings at 'B' in June 2007.  The ratings
still hold to date with a negative outlook.


PFP HOLDINGS: Wants to Hire Bryan Cave as Bankruptcy Counsel
------------------------------------------------------------
P.F.P. Holdings Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Arizona to employ
Bryan Cave LLP as their counsel.

Bryan Cave will:
   
   a) advise the Debtors with respect to their rights and
      obligations as debtors-in-possession and regarding other
      matters of the bankruptcy law;

   b) prepare and file any petition, motions, applications,
      schedules, statements of affairs, plans of reorganization,
      or other pleadings and documents which may be required in
      this case;
     
   c) negotiate and prepare documents relating to the disposition
      of assets, as requested by the Debtors;
  
   d) represent the Debtors at the meeting of creditors and
      hearings to consider plans of reorganization, disclosure
      statements, confirmation and related hearings, and any
      adjourned hearings thereof;
                                                                                                                                                                               
   e) advise the Debtors on real-estate, environmental, corporate,
      employee-benefits, finance, tax, and other issues;
                                                                                                                                                                                                                                                                                                              
   f) represent the Debtors in adversary proceedings and other
      contested bankruptcy matters;
                                                                                                                                                                            
   g) take all necessary action to protect and preserve the
      estates of the Debtors, 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;
      and
                                                                                                                                                                                                                   
   h) take action on any other matter that may arise in connection
      with the Debtors' reorganization proceedings and their
      business operations.

Robert J. Miller, Esq., a partner at Bryan Cave LLP, tells the
Court that the firm's professionals hourly rates are:

     Designation                           Hourly Rate
     -----------                           -----------
     Partners and Counsel                  $315 - $715
     Associates                            $180 - $405
     Legal Assistants                      $125 - $240

Mr. Miller also relates that Bryan Cave has received approximately
$440,965.31 in payment of professional fees and expenses from the
Debtors in connection with these Chapter 11 cases.  Bryan Cave has
received an advance retainer of $90,000 from the Debtors in these
Chapter 11 cases.

Mr. Miller assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Miller can be reached at:

     Bryan Cave LLP
     Suite 2200, Two North Central Avenue
     Phoenix, AZ 85004-4406
     Tel (602) 364-7000

PFP Holdings Inc., is a homebuilder based in Phoenix, Arizona.  
The company does business under names including Trend Homes and
Regency.  Papers filed in Court indicate that the Debtor generated
$309 million in revenue during 2007 while delivering almost 1,100
homes.

PFP and its debtor-affiliates filed for separate Chapter 11
bankruptcy protection on Jan. 31, 2008, (Bankr. D. Ariz. Case No.
08-00899).  Robert J. Miller, Esq., at Bryan Cave, L.L.P.,
represents the Debtor.  Upon its bankruptcy filing, it listed $50
million to $100 million in estimated assets and debts.


PFP Holdings: Section 341(a) Meeting Scheduled for March 14
-----------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in  P.F.P. Holdings Inc.'s Chapter 11 case, on March 18, 2008, at
2:00 p.m., at Room 102A, 230 N. First Avenue, Phoenix, Arizona.

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

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

PFP Holdings Inc., is a homebuilder based in Phoenix, Arizona.  
The company does business under names including Trend Homes and
Regency.  Papers filed in Court indicate that the Debtor generated
$309 million in revenue during 2007 while delivering almost 1,100
homes.

PFP and its debtor-affiliates filed for separate Chapter 11
bankruptcy protection on Jan. 31, 2008, (Bankr. D. Ariz. Case No.
08-00899).  Robert J. Miller, Esq., at Bryan Cave, L.L.P.,
represents the Debtor.  Upon its bankruptcy filing, it listed $50
million to $100 million in estimated assets and debts.


PLASTECH ENGINEERED: Chrysler to Appeal Tooling Decision
--------------------------------------------------------
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler
Canada Inc., took an appeal under 28 U.S.C. Section 158(a) before
the U.S. District Court for the Eastern District of Michigan from
the orders of the Honorable Phillip Shefferly of the U.S.
Bankruptcy Court for the Eastern District of Michigan that denies:

   i) the lifting of the automatic stay to allow Chrysler to
      regain possession of tooling located in Plastech Engineered
      Products Inc. and its debtor-affiliates' plants; and

  ii) issuance of a preliminary injunction in connection with the
      proposed recovery of tooling equipment.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Judge Shefferly said in a court opinion that the Debtors needed
to keep the tooling equipment to faciliate them in their
reorganization.  The balancing of interests favored Plastech, the
Court said.

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  "Even assuming that the Debtor
has only a possessory interest in the tooling paid for by
Chrysler, that is a sufficient interest by itself to cause the
application of the automatic stay," Judge Shefferly said.

In addition, the Court was convinced that if Chrysler takes
immediate possession of the tooling, the Debtor will not be able
to continue to provide parts uninterrupted to its other major
customers and therefore any prospect of an effective
reorganization will be lost.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


PLASTECH ENGINEERED: Wants Financing Period Stretched to March 14
-----------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
enter a bridge order extending the financing period provided under
its $38,000,000 DIP Facility from March 3 through March 14, 2008.

The Debtors also seek the Court's authority to enter into a Second
Amended DIP Loan Agreement.  The Debtors do not seek any increase
in the amount of financing already available under the Courts'
second interim order approving the DIP Facility.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that in consideration for
the postpetition lenders' agreement to extend the maturity date
of the interim postpetition financing, the Second Amended DIP
Credit Facility provides that the Debtors will (i) pay the DIP
Lenders a $100,000 extension fee, and (ii) apply $15,000,000 of
prepetition receivables form the Debtors' major customers General
Motors, Ford Motor Company, Chrysler Motors Company LLC and
Johnson Controls, Inc.

The Debtors believe that payment of the extension fee and
allowance of the receivables payment is more than justified in
light of the issues that the Debtors would otherwise face if the
current maturity date of its postpetition loan were not extended
to March 14, 2008.

The Debtors believe that if their proposed extended interim DIP
financing is not approved as soon as possible and on an expedited
basis, the Debtors' estates and all parties in interest in these
cases will be significantly harmed.

                          Asahi Objects

Asahi Kasei Plastics North America, Inc., objects the Court's
interim orders authorizing Plastech to accord payment priority
status to DIP Lenders.  Pursuant to the interim orders, the DIP
Lenders are granted a superpriority claim under Section 364(c)(1)
of the Bankruptcy Code.

Asahi asserts claims under Section 503(b)(9) of the Bankruptcy
Code for goods delivered 20 days prior to the Petition Date.

Asahi is concerned that as the Chapter 11 case progresses, the
Section 364(c)(1) superpriority claim of the DIP Lenders
continues to grow and erode what assets of Plastech may be
available to pay Section 503(b)(9) claims.

Mr. Jeffrey S. Grasl, Esq., of McDonald Hopkins, PLC, asserts:

    -- Plastech is burning cash at a significant rate, is
       decreasing the value of its assets in it operations, and
       appears to be, or may be, administratively insolvent.  

    -- Plastech's major customers are reaping the benefit of
       continued production of component parts for use in their
       product lines, which component parts were made from the
       goods delivered by Asahi and other suppliers within the 20
       days prior to the Petition Date.

While not providing any protocol for payment of 503(b)(9) claims,
Plastech, as provided in the Interim Orders, has authority to pay
other administrative claims that arise postpetition, including
the claims of all professionals, Mr. Grasl points out.
Asahi concurs with the Official Committee of Unsecured Creditors'
objections to the proposal to grant recovery by the DIP Lenders
and Major Customers from proceeds of any avoidance actions.

Mr. Grasl asserts that any avoidance action recoveries should be
reserved solely for the benefit of the Section 503(b)(9)
claimants, to the extent not paid from the financing proceeds,
and then for the benefit of the priority and general unsecured
creditors, free from any liens and superpriority claims.

Asahi also notes that there is possibility that the collateral
securing the DIP Loans will be insufficient to satisfy the
debtors' obligations under the loan.  In that light, the DIP
Lenders and the Major Customers would essentially have veto power
over any proposed plan of reorganization proposed by the Debtor
on account of the unpaid DIP Obligations that constitute an
administrative claim, Mr. Grasl points out.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


PLASTECH ENGINEERED: Section 341(a) Meeting Scheduled for March 14
------------------------------------------------------------------
Habbo Fokena, the U.S. Trustee for Region 9, will convene a
meeting of creditors in Plastech Engineered Products, Inc.'s
Chapter 11 case, on March 14, 2008, at 2:30 p.m., at Room
315 D, 211 West Fort St. Building, in Detroit, Michigan.

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

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

                    About Plastech Engineered

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

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

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

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

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


PLASTECH ENGINEERED: Pressed by JCI to Decide on Contracts
----------------------------------------------------------
Johnson Controls, Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to compel Plastech Engineered
Products, Inc. and its debtor-affiliates to decide on the supplier
and operating leases at an earliest possible date.

JCI and the Debtors are parties to a plastic components sourcing
agreement, dated Oct. 5, 2001, under which Plastech supplies
certain component parts to JCI.  Plastech is JCI's sole supplier
of component parts, Dawn R. Copley, Esq., at Dickinson Wright
PLLC, in Detroit, Michigan, told the Court.

JCI and Plastech are also parties to an operating agreement,
dated April 1, 2007, under which JCI leases certain manufacturing
plants and equipment to Plastech and to manage the plants for
Plastech.  The leases for the plants were each effective for a
five-year term.  The Leases constitute Ancillary Agreements under
the Operating Agreement and automatically terminate on
termination of the Operating Agreement.

Ms. Copley related that the Debtors have asked JCI and certain
other original equipment (OE) customers to provide financial
accommodations and additional DIP lending support to fund the
Debtors' operations.  JCI has agreed to participate in the
extension of financial support.  However, the Debtors told JCI
that, to continue operations and production of component parts,
the Debtors continue to need similar, if not greater, financial
accommodations and support from JCI and the OE Customers on a
going-forward basis.  JCI has not agreed to the continuing
financial accommodations.

Ms. Copley told the Court that, based on JCI's discussions with
the Debtors, it appears that the Debtors will be unable to supply
JCI with the Component Parts unless they continue to obtain
extraordinary financial concessions and accommodations from JCI
and others.

Ms. Copley asserted that in order to assume the PCSA and the
Operating Agreement, Plastech must cure all defaults thereunder
and provide adequate assurance of its future performance,
pursuant to Section 365(b) of the U.S. Bankruptcy Code.  On the
other hand, she says, if the Debtor cannot demonstrate its ability
to cure all defaults and provide assurance of future performance,
then the Debtor should be required to elect to immediately reject
the PCSA.  The Debtors, Ms. Copley pointed out, already has
demonstrated -- at least on an interim basis -- its inability to
comply with the performance requirements under the PCSA and
Operating Agreement without extraordinary financial
accommodations.

Accordingly, JCI wants the Debtors to either accept or reject the
leases.

Ms. Copley poses that the Court should require Plastech's
immediate decision on the Agreements as:

    a. There are compelling reasons to support immediate
       decision, among others:

        -- failure of the Debtor to supply the component parts
           will result to a shutdown of JCI's operation,

        -- a shutdown of JCI's own production will cause JCI to
           be unable to supply the assemblies that contain the
           component parts to the OE Customers, and

        -- JCI and OE Customers may be forced to lay off   
           employees absent Plastech's delivery of component
           parts;

    b. Compelling the election immediately will not adversely
       affect the Debtor's ability to reorganize.  Given the
       critical nature of JCI's business, Plastech will have no
       practical ability to reorganize unless it assumes the
       Agreements immediately;

    c. The case is not complex and the PCSA and Operating
       Agreement are primary assets of the Debtor.  There is no
       hope of reorganization unless the Debtor assumes this
       "cornerstone" of its business; and

    d. Notwithstanding that Plastech filed for bankruptcy only
       on February 1, 2008, the Debtor should make an early     
       election to assume or reject the Agreements.  Granting
       Plastech additional time causes JCI and the OE Customers
       to incur losses, and will only eliminate any possibility
       of a feasible reorganization.

Ms. Copley added that allowing the Debtors to wait until
confirmation of a Chapter 11 plan will result to either of two
scenarios -- (i) JCI does not agree to the extraordinary
accommodations and Plastech ceases production of parts for JCI,
which will result in large damage claims, or (ii) JCI agrees to
provide extraordinary accommodations, causing JCI to incur
additional costs, and entitling it to administrative expenses
claims for those accommodations, thus reducing the assets
available to creditors.

In both options, however, the pool of assets available for
distribution to the Debtors' creditors will greatly be reduced,
Ms. Copley averred.  She added the Debtors also will not be able
to reorganize without the PCSA since JCI is their largest
customer.  Therefore, the only real choice, she says, is for the
Debtors to assume the PCSA and Operating Agreement or proceed to
liquidation.

The earliest possible deadline would benefit Plastech and its
stakeholders, Ms. Copley told the Court.  JCI leaves it up to
the Court to determine the "reasonable time" for the Debtor to
decide action on the Agreements.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


PLASTECH ENGINEERED: Wants to File Schedules By May 19
------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
further extend, until May 19, 2008, the deadline wherein they can
file their schedules and statements.

Section 521 of the Bankruptcy Code and Rule 1007(c) of the
Federal Rules of Bankruptcy Procedure require a debtor to file
(a) a schedule of assets, liabilities, and executory contracts
and unexpired leases, (b) a statement of financial affairs, and
(c) a list of equity security holders within 15 days.  The
Debtors have initially asked for the extension of the 15-day
deadline to May 19, 2008, but the Court ordered an extension of
up to March 13, 2008.

Matthew P. Ward, Esq., of Skadden, Arps, Slate, Meagher & Flom
LLP, explains that the volume and complexity of the Debtors'
transactions render it virtually impossible to accomplish the
Schedules and Statements within the designated date.

The Debtors request that any order approving the extension be
without prejudice to any further requests for extension.

                    About Plastech Engineered

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

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

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

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

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


PRB ENERGY: Working with Senior Lenders to Settle Default Disputes
------------------------------------------------------------------
PRB Energy Inc. is working with senior lenders that hold the
company's $15 million Senior Secured Debentures due Aug. 31, 2008,
in order to satisfy its future obligation and to settle a dispute
of whether any default has occurred and whether a redemption has
occurred, as asserted by the senior lenders.

The company does not believe that a default under the Debentures
has occurred.  Given its negative working capital position and the
senior lenders' assertion that it is in default, the company is
exploring all of the strategic alternatives available to it
under applicable law, including filing for bankruptcy protection.

As reported in the Troubled Company Reporter on Feb 29, 2008,
The company received written notice from DKR Soundshore Oasis
Holding Fund Ltd. and West Coast Opportunity Fund LLC, the holders
of the company's $15 million Senior Secured Debentures due
Aug. 31, 2008.

Specifically, the notice claimed that the company defaulted by
failing to honor its obligations under a letter agreement dated
June 15, 2007, with the senior lenders relating to the proceeds
from the company's settlement agreement with Rocky Mountain Gas
and by failing to take all actions necessary to maintain title to
certain of the collateral securing the company's obligations under
the Debentures.

The notice also notifies the company that as a remedy for such
alleged defaults, an automatic redemption by the company of the
Debentures has occurred.

The senior lenders assert that, upon default, the Debentures
shall be redeemed by the company at a price equal to 110% of the
outstanding principal amount and accrued and unpaid interest and
accrued and unpaid late charges and interest.

"We are in discussion with our Senior Lenders and working
diligently to find the best solution for all our stakeholders,
with the objective of recapitalizing the company," William F.
Hayworth, the company's president and chief executive
officer, stated.

                       About PRB Energy

Headquartered in Denver, PRB Energy, Inc. operates as an
independent energy company. It engages in the acquisition,
exploitation, development, and production of natural gas and oil.

                           *    *    *

As reported in the Troubled Company Reporter on Jan. 9, 2008,
After reporting a positive working capital of $13.71 million at
Dec. 31, 2006, PRB Energy, Inc. recorded a $35.39 million working
capital deficit at Sept. 30, 2007.


PRC LLC: Obtains Final Court Okay to Use Lenders' Cash Collateral
-----------------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York permits, on a final basis, PRC LLC
and its debtor-affiliates to use their prepetition lenders' cash
collateral pursuant to a budget.

A full-text copy of the Initial 13-Week Cash Flow Forecast up to
the week ending April 25, 2008, is available for free at:

              http://researcharchives.com/t/s?28aa

Each 13-week cash flow budget under the DIP Revolving Facility
will, at all times, include and provide for the payment of the
cure payments to Advanced Contact Solutions, Inc., Judge Glenn
ruled.

As adequate protection, the Prepetition Lenders are granted
replacement security interests in and liens on all the
Collateral, subject and subordinate only the DIP Lenders' liens
and the Carve-Out.

To address their working capital needs and fund their
reorganization efforts, the Debtors required the use of cash
collateral of certain secured lenders under:

   -- a $160,000,000 Amended and Restated First Lien Credit and
      Guaranty Agreement, dated as of Nov. 29, 2006, as
      amended and restated on Dec. 20, 2006; and

   -- a $67,000,000 Amended and Restated Second Lien Credit and
      Guaranty Agreement, dated as of Nov. 29, 2006, as
      amended and restated on Dec. 20, 2006.

As of the date of bankruptcy, about $119,400,000 was outstanding
under the First Lien Credit Agreement, and about $67,000,000 was
outstanding under the Second Lien Credit Agreement.

In connection with the Credit Agreements, the Debtors granted
liens and executed security agreements in favor of The Royal Bank
of Scotland, PLC, as agent for the Lenders, in substantially all
of the Debtors' assets, including cash generated by their business
and the company's bank accounts.

Philip Goodeve, chief financial officer of PRC, LLC, asserted that
the use of cash collateral will provide the Debtors with the
additional necessary capital with which to operate their
business, pay their employees, maximize value, and successfully
reorganize under Chapter 11.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer      
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Gets Final Court Nod on $30 Million DIP Financing
----------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized PRC LLC and its debtor-
affiliates, on a final basis, to obtain up to $30,000,000 in
postpetition financing from The Royal Bank of Scotland plc and
certain lenders pursuant to a Revolving Credit Facility among the
parties.

All objections not otherwise resolved or withdrawn are overruled
on their merits, said Judge Glenn.

The DIP Loan will be utilized to fund working capital and capital
expenditure needs and general corporate purposes of the Debtors.
A portion of the loan, the Carve-Out, will be used to pay:

   (a) all fees of the Clerk of the U.S. Bankruptcy Court and the
       Office of the United States Trustee pursuant to Section
       1930 of the Judicial and Judiciary Procedures Order;

   (b) not more than $50,000, in reasonable fees and expenses of
       a Chapter 7 Trustee in the event of a conversion of the
       Debtors' cases; and

   (c) not more than $1,000,000 in the aggregate, in allowed fees
       and expenses of professional hired by the Debtors and the
       Official Committee of Unsecured Creditors, after the
       occurrence and during the continuation of an Event of
       Default.

The Court ruled that the amount of issued and outstanding letters
of credit under the Revolving Facility should not exceed an
aggregate of $4,000,000 at any time.

To secure the DIP financing, the DIP Lenders are granted (i)
priming liens on all property of the Debtors that constitutes
collateral under the First Lien Credit Agreement, which will be
senior in all respects to interests of the Prepetition Lenders;
and (ii) first priority liens on all property of the Debtors that
is not collateral under the First Lien Credit Agreement,
including, but not limited to, all causes of action arising under
Chapter 5 of the Bankruptcy Code.

The Official Committe of Unsecured Creditors may, however, spend
up to $100,000 of the proceeds of the Revolving Facility or the
Carve-Out to investigate potential claims arising out of or in
connection with the Prepetition Credit Facility, Judge Glenn
ruled.

Pursuant to Section 364(c)(1) of the Bankruptcy Code, all amounts
owing by the Debtors under the Revolving Facility constitute
allowed superpriority administrative expense claims in the
Debtors' cases subject to the Carve-Out, the Court ordered.

Neither the proceeds of the Revolving Facility nor the Carve-Out
may be used (i) to challenge the amount, validity, perfection or
enforceability of, or assert any counterclaim or offset to the
DIP Loan and Prepetition Credit Facilities; (ii) to challenge the
security interests and liens of the DIP Lenders and the
Prepetition Lenders; or (iii) to litigate against any of the
Prepetition Lenders or DIP Lenders.

The Final DIP Agreement sets forth certain affirmative covenants
of the Debtors, among others that the Debtors (x) must file, no
later than 30 days after the bankruptcy date, a plan of
reorganization consistent with the terms of the Restructuring
Term Sheet filed on the Petition Date and (y) file a disclosure
statement in support of that Plan no later than 30 days after the
date that Plan is filed with the Court.

The Debtors have filed a Joint Plan of Reorganization dated
Feb. 12, 2008.  They are currently asking permission from the
Court to file a disclosure statement for that Plan no later than
March 13, 2008.

The Debtors' DIP Loan Obligations will not be discharged by the
entry of an order confirming a Chapter 11 plan, Judge Glenn
clarified.

Unless accelerated as a result of an Event of Default, the
Revolving Facility will expire and the borrowings will be due and
payable upon the earlier of:

   (i) July 23, 2008;

  (ii) the closing date of any sale of the Debtors or all of the
       Debtors' assets that has been approved by the Court; and

(iii) the effective date of a plan of reorganization that has
       been confirmed by the Court.

A full-text copy of the Final DIP Order is available for free at:

              http://researcharchives.com/t/s?28a9

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer      
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants to Reject Four Austin & Plantation Pacts
-------------------------------------------------------
PRC LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to reject,
effective as of Feb. 29, 2008:

   (i) a lease between PRC LLC and Equastone Austin I, LP, for
       commercial office space located at 9001 IH 35, in Austin,
       Texas;

  (ii) an exclusive listing agreement between PRC and Site
       Selection Group LLC for the marketing of the Austin Lease
       to prospective assignees;  

(iii) a lease between PRC and Citicorp Vendor Finance, Inc., for
       the use of copy machines in Austin, Texas; and

  (iv) a lease and related agreements between PRC, Presidential
       Suites, Ltd., and Crossroads Business Park Associates for
       about 3,388 square feet of commercial office space located
       at 8151 West Peters Road, Suite 3300, in Plantation,
       Florida.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in  
Houston, Texas, says that the Agreements represent an unnecessary
expense for the Debtors' estates.

"Rejection of these contracts and leases will assist the Debtors'
reorganization efforts by decreasing their monthly expenses for
properties and equipment that are not a part of their continuing
operations, and will not be utilized as part of their
reorganization efforts," Mr. Perez points out.

The Debtors relate that they are currently winding up their
operations in Austin, and the office being leased will soon be
unoccupied while the leased copy machines had already been
reclaimed by Citicorp.

With respect to the Listing Agreement, the Debtors inform the
Court that they have not been able to realize any value from the
premises because the current rent is either at or above market
rates.  

Likewise, the Debtors do not have use for the office space in
Florida, Mr. Perez avers.  It is currently subleased to a third
party, the term of which is about to expire on March 31, 2008.   
The sublessee has indicated that it does not need the premises
and the Debtors have been unable to find a replacement tenant.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer      
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


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

Class Description: $213,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2037

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

Class Description: $51,500,000 Class A1J Senior Secured Floating
Rate Notes Due 2037

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $22,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2037

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $18,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2037

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $8,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2037

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

Class Description: $20,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2037

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Feb. 12, 2008, 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 Aug. 7, 2007.

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

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

The rating downgrades 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, Class A1J, Class A2, and Class A3 Notes remains on
review for possible further action.


QUICK SERVICE FOODS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Quick Service Foods-Tampa, Inc.
        1211 North Westshore Boulevard, Suite 701
        Tampa, FL 33607

Bankruptcy Case No.: 08-02797

Type of Business: The Debtor operates 15 Church's Chicken
                  restaurants in the Orlando and Tampa areas and
                  employs 320 people.

Chapter 11 Petition Date: February 29, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Donald R. Kirk, Esq.
                     (dkirk@fowlerwhite.com)
                  Fowler, White, Boggs, Banker, P.A.
                  P.O. Box 1438
                  Tampa, FL 33601
                  Tel: (813) 228-7411
                  http://www.fowlerwhite.com

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cajun Operating Co.            royalties, rent       $390,956
P.O. Box 201685
Dallas, TX 75320

Florida Department of Revenue  taxes                 $387,121
P.O. Box 6527
Tallahassee, FL 32314-6527

Kelly's Food, Inc.             trade                 $370,861
P.O. Box 770187
Winter Garden, FL 34777-0187

Advanceme, Inc.                trade                 $257,285
Attention: General Counsel
2 Overhill Road, Suite 410
Scarsdale, NY 10583

Diana Juarez Reihani                                 $165,000

Premium Financing Specialist   insurance             $59,155

Doug Belden, Tax Collector     taxes                 $50,269

Nationwide Life Insurance      insurance             $44,952

Restaurant Technologies        trade                 $30,651

TECO                           utilities             $22,128

Griffin Industries             trade                 $14,603

Earl K. Wood                   taxes                 $13,656

Diane Nelson                   taxes                 $12,096

City of Tampa                  utilities             $11,156

Joe G. Tedder                  taxes                 $11,084

Circle K Stores, Inc.          rent                  $8,560

Extensity                      trade                 $7,741

Myers & Shaw, P.A.             legal fees            $7,488

NUCO2, Inc.                    trade                 $7,324

James River Insurance Co.      insurance             $6,435


REDDY ICE: Reports $6.6 Million Net Loss for 2007 Fourth Quarter
----------------------------------------------------------------
Reddy Ice Holdings Inc. reported net loss of $6.6 million in the
fourth quarter of 2007 versus $4.8 million in 2006.  For the
fiscal year ended Dec. 31, 2007, the company reported net income
of $10.3 million compared to $14.6 million net income for fiscal
2006.
    
Revenues for the fourth quarter of 2007 were $64.2 million,
compared to $59.2 million in the same quarter of 2006.  For fiscal
2007, the company generated revenues of $339.0 million compared to
$334.9 million revenues for 2006.  

The company's loss from continuing operations was $6.7 million in
the fourth quarter of 2007, compared to $5.0 million in the same
quarter of 2006.  The company's income from continuing operations
was $9.4 million in 2007, compared to $15.9 million in 2006.
    
"We were challenged on several fronts in 2007, including unusually
volatile weather in certain key months and increased cost
pressures," William P. Brick, chairman and chief executive
officer, commented.  "Despite last year's difficulties, we enter
2008 with sound fundamentals and are well positioned to take
advantage of opportunities, including further acquisitions and the
continued implementation of our ongoing cost savings initiatives,
as well as to respond to the challenges that we see on several
fronts."
      
In connection with its ongoing acquisition strategy, the company
completed three acquisitions during the fourth quarter of 2007,
bringing the total number of acquisitions in 2007 to twenty.  No
acquisitions have been completed to date in 2008.  These twenty
acquisitions, together with the acquisition of one facility in the
fourth quarter which had previously been leased, had an aggregate
acquisition cost of approximately $27.2 million.
    
The company sold its bottled water business and substantially all
of its cold storage business during the third quarter of 2007 for
total gross cash proceeds of $20.3 million and a total gain of
$1.4 million.  The historical results of these businesses are now
presented as "discontinued operations".  The company's existing
senior credit agreement requires that the net proceeds from the
sale of the company's non-ice businesses be used either to repay
term borrowings under the credit facility or to make acquisitions
and/or capital expenditures within twelve months of the receipt of
such proceeds.  Until used, the proceeds are on deposit in a
restricted account with the administrative agent under the credit
facility.
    
A non-cash asset impairment charge of $1.4 million was recognized
in the fourth quarter of 2007 related to a manufacturing facility
which was closed.
    
Results for the fourth quarter and full year 2007 include $0.5
million and $2.5 million, respectively, of transaction expenses
incurred in connection with the contemplated acquisition of the
company by entities formed by funds affiliated with GSO Capital
Partners LP.  On Jan. 31, 2008, the company and affiliates of GSO
entered into a settlement agreement related to the termination of
the acquisition.  Under the terms of the settlement agreement, the
company received a net payment of $17 million on Feb. 5, 2008.

As of Dec. 31, 2007, the company's balance sheet showed a total
stockholders' equity of $139.9 million.

                     About Reddy Ice Holdings Inc.

Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/-- is a manufacturer and  
distributor of packaged ice in the United States.  With over 2,000
year-round employees, the company sells its products under the
widely known Reddy Ice(R) brand to approximately 82,000 locations
in 31 states and the District of Columbia.

                          *     *     *

As reported in the Troubled company Reporter on Feb. 7, 2008,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and all other ratings on Dallas, Texas-based Reddy Ice
Holdings Inc. and its wholly owned operating subsidiary, Reddy Ice
Corp.  The ratings were removed from CreditWatch, where they had
been placed with negative implications on July 2, 2007.  The
outlook is stable.


RESIDENTIAL ASSET: Fitch Junks Ratings on Four Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on four Residential Asset
Mortgage Products, Inc. mortgage pass-through certificates.   
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are now removed.  Affirmations total
$602.6 million and downgrades total $171.4 million.  Additionally,
$1.3 million remains on Rating Watch Negative.

RAAC 2006-SP1
  -- $20.5 million class A-1 affirmed at 'AAA';
  -- $68.2 million class A-2 affirmed at 'AAA';
  -- $13.9 million class A-3 affirmed at 'AAA';
  -- $21.1 million class M-1 downgraded to 'BBB' from 'AA+';
  -- $17.2 million class M-2 downgraded to 'B' from 'A+';
  -- $8.9 million class M-3 downgraded to 'CCC' from 'A-';
  -- $4.2 million class M-4 downgraded to 'CCC' from 'BBB+';
  -- $3.3 million class M-5 downgraded to 'CCC' from 'BBB'.

Deal Summary
  -- Originators: WMC Mortgage Corp. (40.1%), Decision One (39.9%)
  -- 60+ day Delinquency: 24.55%
  -- Weighted Average Seasoning as of the Cut-off Date: five
     months

RAAC 2006-SP2
  -- $51.9 million class A-1 affirmed at 'AAA';
  -- $54.4 million class A-2 affirmed at 'AAA';
  -- $34.3 million class A-3 affirmed at 'AAA';
  -- $22.4 million class M-1 downgraded to 'A' from 'AA+';
  -- $18.2 million class M-2 downgraded to 'BBB' from 'A+';
  -- $9.6 million class M-3 downgraded to 'BB' from 'A-';
  -- $4.2 million class M-4 downgraded to 'B' from 'BBB+';
  -- $3.6 million class M-5 downgraded to 'CCC' from 'BBB'.

Deal Summary
  -- Originators: WMC Mortgage Corp. (40.1%), Decision One (39.9%)
  -- 60+ day Delinquency: 19.44%
  -- Weighted Average Seasoning as of the Cut-off Date: 16 months

RAAC 2006-SP3
  -- $64.7 million class A-1 affirmed at 'AAA';
  -- $52.5 million class A-2 affirmed at 'AAA';
  -- $36.5 million class A-3 affirmed at 'AAA';
  -- $15.9 million class M-1 downgraded to 'AA' from 'AA+';
  -- $12.2 million class M-2 downgraded to 'A' from 'A+';
  -- $6.9 million class M-3 downgraded to 'BBB' from 'A';
  -- $3.0 million class M-4 downgraded to 'BBB' from 'A-';
  -- $2.6 million class M-5 downgraded to 'BB' from 'BBB+';
  -- $1.3 million class M-6 rated 'BBB', remains on Rating Watch
     Negative;

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 13.74%
  -- Weighted Average Seasoning as of the Cut-off Date: 24 months

RAAC 2006-SP4
  -- $99.9 million class A-1 affirmed at 'AAA';
  -- $45.7 million class A-2 affirmed at 'AAA';
  -- $47.5 million class A-3 affirmed at 'AAA';
  -- $12.5 million class M-1 affirmed at 'AA';
  -- $9.9 million class M-2 downgraded to 'A' from 'A+';
  -- $4.0 million class M-3 downgraded to 'BBB' from 'A-';
  -- $2.0 million class M-4 downgraded to 'BBB' from 'A-';
  -- $2.2 million class M-5 downgraded to 'BB' from 'BBB+';

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 12.05%
  -- Weighted Average Seasoning as of the Cut-off Date: 60 months

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.


REUNION INDUSTRIES: Selling Pressure Vessel Biz for $64 Mil. Cash
-----------------------------------------------------------------
Reunion Industries Inc. entered into an Asset Purchase Agreement
to sell the business and substantially all of the assets and
liabilities of its pressure vessels division to an affiliate of
Everest Kanto Cylinder Ltd., for cash consideration, subject to
adjustment, of $64.25 million to be paid at closing.  Reunion was
advised on this transaction by Lincoln International.
   
Reunion Industries is operating as "debtor-in-possession" under
the jurisdiction of the United States Bankruptcy Court for the
District of Connecticut, Bridgeport division, and such sale will
require Bankruptcy Court approval.

The transaction is also subject to higher and better offers being
made for the division in the bankruptcy proceeding. The Company
anticipates that such Bankruptcy Court approval process will take
approximately 4 to 6 weeks.
   
Reunion's pressure vessels division, located in McKeesport,
Pennsylvania, manufactures and sells large seamless pressure
vessels for the containment and transportation of pressurized
gasses.  The buyer is committed to employing all of the existing
employees and intends to operate and grow the business at its
present facility.

"This divestiture is in the best interests of everyone connected
with the company, including its employees, customers, creditors
and shareholders," Kimball Bradley, Reunion president stated.  
"Reunion intends to emerge from Chapter 11 after the completion of
the sale.

                About Everest Kanto Cylinder Limited

Headquartered in Mumbai, India, Everest Kanto Cylinder Limited
(BOM:532684) -- http://www.everestkanto.com/--  is a manufacturer  
of high-pressure gas cylinders.  The main products manufactured by
the company include high-pressure seamless industrial cylinders;
high-pressure seamless compressed natural gas (cng) cylinders, and
high-pressure seamless cng cylinders cascades.  The companys
plants are located at Aurangabad, Tarapur and Gandhidham.

                   About Reunion Industries

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries
Inc. owns and operates industrial manufacturing operations that
design and manufacture engineered, high quality products for
specific customer requirements.  These products include large
diameter seamless pressure vessels, manufactured by its CP
Industries division, and hydraulic and pneumatic cylinders,
manufactured by its Hanna Cylinders division.  In addition,
the Debtor has a 65% interest in Shanghai Klemp Metal Products
Co., Ltd., a Chinese company located in Shanghai, China.
Shanghai Klemp manufactures metal bar grating.

Reunion Industries filed for Chapter 11 protection on Nov. 26,
2007 (Bankr. D. Conn. Case No.: 07-50727).  Two Reunion Industries
stockholders, Charles E. Bradley, Sr. Family, L.P., and John Grier
Poole Family, L.P., filed separate Chapter 11 petitions on the
same day (Bankr. D. Conn. Case Nos. 07-50725 and 07-50726).  Carol
A. Felicetta, Esq. at Reid and Riege, P.C. represents the Debtors
in their restructuring efforts.


ROUGE INDUSTRIES: Can File Chapter 11 Plan Until March 18
---------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware further extended Rouge Industries Inc.
and its debtor-affiliates' exclusive periods to:

   a) file a plan of reorganization until March 18, 2008; and
   b) solicit acceptances of that plan until May 21, 2008.

As reported in the Troubled Company Reporter on Jan. 24, 2008,
the Debtors said that they need additional time to obtain Court
approval of the settlement agreement that they entered into
with Pension Benefit Guaranty Corporation with respect to the
termination of certain pension plans and related PBGC claims.

The Debtors told the Court that PBGC seeks the Court's approval to
terminate the pension plans and filed 48 claims asserting alleged
liabilities of up to $117 million plus additional unliquidated
amounts related to the pension plans.

The Debtors said that PBGC asserts that its claims are entitled
to priority status in the Debtors' cases.

                      About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets
and $558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially
all of the Debtors' assets to SeverStal N.A. for $285.5 million.
The asset sale closed on Jan. 30, 2005.


SEA CONTAINERS: Wants to Employ Navigant Consulting as Consultants
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers
Ltd. and its debtor-affiliates Chapter 11 cases seeks authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Navigant Consulting, Inc., to provide litigation consulting
services, nunc pro tunc to Feb. 15, 2008.

Ronald J. Silverman, Esq., at Bingham McCutchen LLP, in New York,
relates that Navigant Consulting has extensive experience,
knowledge and resources in the actuarial field, and in providing
testimony in court.  He adds that the firm is well-qualified to
serve the SCL Committee in providing litigation consulting
services.

As consultant, Navigant Consulting will:

   (a) advise the SCL Committee with respect to pension claims
       asserted against the Debtors, including the extent and
       validity of the claims and the calculation of claims under
       the so-called "prudent investor" rule and under other
       standards;

   (b) assist and advise the SCL Committee in its consultations
       with the Debtors and the Official Committee of Unsecured
       Creditors of Sea Containers Services Ltd. relative to the
       calculation of pension claims and the development of a
       plan of reorganization;

   (c) provide expert witness testimony, including the
       preparation of an expert report under Rule 7026 of the
       Federal Rules of Bankruptcy Procedure, and appearance for
       deposition or trial;

   (d) attend the meetings of the SCL Committee; and

   (e) perform other services as may be required and are deemed
       to be in the interests of the SCL Committee.

Navigant Consulting will be paid for professional services based
on its standard hourly rates.  Navigant Consulting professionals,
who are expected to be principally responsible for the matters in
the bankruptcy cases, will be paid in their current hourly rate:

      Designation                  Hourly Rate
      -----------                  -----------
      Paul Braithwaite                $650
      John Parks                      $600
      Joseph J. DeVito                $500
      Robert Hendel                   $375

Mr. Silverman relates that Navigant Consulting will not seek to
be compensated separately for certain staff, clerical and
resource charges.  The firm, however, will be reimbursed for
charges and expenses.

Joseph DeVito, managing director at Navigant Consulting, assures
the Court that, except as set forth in his declaration, Navigant
Consulting, and its directors and employees do not hold or
represent any interest adverse to the Debtors' bankruptcy estates
or creditors.  He declares that Navigant Consulting is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.


SECURITY ASSURANCE: Hires Rothschild to Review Strategic Options
----------------------------------------------------------------
Security Capital Assurance Ltd. said that it continues to work
with its financial advisor, Goldman Sachs & Co., and also engaged
Rothschild Inc. to assist with the comprehensive review of all
strategic options available to the company.

It also said that on Friday, Feb. 29, 2008, it filed a
Notification of Late Filing on Form 12b-25 with the Securities and
Exchange Commission with respect to its Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2007.

SCA expects to file its 2007 Form 10-K by March 17, 2008 and
expects to host an earnings conference call shortly after the Form
10-K filing.  A copy of the company's Form 12b-25 filing can be
obtained at SCA's investor relations page at http://www.scafg.com/
or at http://ResearchArchives.com/t/s?28ae

          Significant Charges to Adversely Affect Income

For the year ended Dec. 31, 2007, the company expects to report
significant charges that will materially adversely affect its net
income and shareholders' equity, as compared to that as of and for
the year ended Dec. 31, 2006, including:

   -- a charge to its earnings of about $1.5 billion, after
      giving effect to reinsurance (about $1.7 billion before
      giving effect to reinsurance), reflecting the change
      in fair value of its in-force guarantees issued with
      respect to credit derivatives.  This charge includes
      estimated impairment of about $645 million, on a present
      value basis and after giving effect to reinsurance
      (about $830 million before giving effect to reinsurance),
      related to certain of its guarantees of collateralized
      debt obligations of asset-backed securities, which
      impairment represents management's estimate of the
      ultimate losses the company will incur on the guarantees
      after having conducted a detailed quantitative modeling
      and analysis of the collateral underlying such obligations;

   -- a charge to its earnings of about $44 million, on a
      present value basis and after giving effect to
      reinsurance (about $225 million before giving effect to
      reinsurance), related to its insurance of certain
      obligations, primarily obligations supported by home
      equity lines of credit and second lien mortgage
      collateral; and

   -- a net charge to its earnings of about $18 million,
      related to the recognition of a full valuation allowance
      against its deferred tax assets.

In addition, the company said it has been advised by its
independent auditor, that it is evaluating the need to include a
going concern explanatory paragraph in its audit opinion with
respect to the company's audited financial statements for the year
ended Dec. 31, 2007.

                       Executive Retention

On Feb. 26, 2008, Security Capital Assurance Ltd. adopted a
retention program for Edward B. Hubbard, David P. Shea, and
certain other senior executive officers of SCA.  Participants in
the Retention Program are entitled to receive a fixed retention
payment in quarterly installments in 2008.  Participants must be
employed on the last day of the quarter to be eligible for a
quarterly payment.  However, if a participant is terminated
without cause, he or she will receive a retention payment for the
quarter in which the termination occurs.  The aggregate amount of
retention bonuses payable under the Retention Program is
$1,885,000.

                 About Security Capital Assurance

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com/-- is a holding company whose operating  
subsidiaries provide credit enhancement and protection products to
the public finance and structured finance markets throughout the
United States and internationally.  The company provides credit
enhancement and protection through the issuance of financial
guarantee insurance policies and credit default swaps, as well as
the reinsurance of financial guarantee insurance and credit
default products written by other insurers.  The company operates
in two segments: financial guarantee insurance and financial
guarantee reinsurance.  The company's subsidiaries include XL
Capital Assurance Inc., which is an insurance company domiciled in
the State of New York, and XL Financial Assurance Ltd., which is
primarily engaged in the business of proving reinsurance of
financial guarantee insurance policies and credit default swaps.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2008,
Standard & Poor's Ratings Services took rating actions on several
monoline bond insurers following additional stress tests with
respect to their domestic non-prime mortgage exposure.

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

The TCR also said on Feb. 8, 2008, that Moody's Investors Service
has downgraded to A3, from Aaa, the insurance financial strength
ratings of the operating subsidiaries of Security Capital
Assurance Ltd, including XL Capital Assurance Inc., XL Capital
Assurance Limited and XL Financial Assurance Ltd. Moody's has also
downgraded the debt ratings of the holding company, Security
Capital Assurance Ltd (senior debt to (P)Baa3 from (P)Aa3), and a
related financing trust.  These rating actions reflect Moody's
assessment of SCA's weakened capitalization and business profile
resulting, in part, from its exposures to the US residential
mortgage market.  The rating outlook is negative.

The SCA units had already lost their key AAA grade at Fitch
Ratings.


SHARPER IMAGE: Ramius Capital Discloses 12.2% Equity Stake
----------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission, Ramius Capital Group, LLC and its affiliated
entities disclosed their individual ownership of Sharper Image
Corporation stock:

                                                % of Sharper
                                                     Image's
                                     No. of      outstanding
   Entity                            shares           shares
   ------                            ------      -----------
   Parche, LLC                      295,915             2.0%
   Starboard Value                1,553,555            10.3%
    and Opportunity    
     Master Fund, Ltd
   RCG Enterprise, Ltd              295,915             2.0%
   RCG Starboard Advisors, LLC    1,849,470            12.2%
   Ramius Capital Group, LLC      1,849,470            12.2%
   C4S & Co., LLC                 1,849,470            12.2%
   Peter A. Cohen                 1,849,470            12.2%
   Jeffrey M. Solomon             1,849,470            12.2%
   Thomas W. Strauss              1,849,470            12.2%

The aggregate percentage of shares owned by each of the entities
is based upon 15,154,249 shares outstanding, as of December 7,
2007, which is the total number of shares outstanding as reported
in Sharper Image's quarterly report filed with the Securities and
Exchange Commission on December 10, 2007.

Jeffrey M. Solomon, managing member of C4S, relates that Parche,
Starboard Value, RCG Enterprise, RCG Starboard Advisors, Ramius
Capital and C4S have sole voting and dispositive powers for all
their shares.

As of the close of business on February 22, 2008, and as managing
members of C4S, each of Messrs. Cohen, Stark, Strauss and Solomon
may be deemed the beneficial owner of the (i) 1,553,555 shares
beneficially owned by Starboard Value and (ii) 295,915 shares
beneficially owned by Parche.  Messrs. Cohen, Stark, Strauss and
Solomon have the shared power to vote and direct disposition of
all their stocks.

Mr. Solomon states that the shares purchased by Starboard Value
and Parche were purchased with the working capital of the
entities in open market purchases.  The aggregate purchase cost
of the 1,849,470 shares beneficially owned in the aggregate by
Starboard Value and Parche is approximately $18,350,750,
excluding brokerage commissions.

Certain shares reported as beneficially owned by Parche were
acquired in private transactions with various transferors for
which Ramius Capital or an affiliate serves as the investment
manager, the managing member, or the managing member of the
investment manager.  Moreover, Ramius Capital is the sole member
of RCG Starboard Advisors, which is the managing member of
Parche.

Parche acquired from the transferors an aggregate of 103,471
shares on February 27, 2006, at a per share price of $11.04,
equal to the last reported sales price on the NASDAQ National
Market on the date the transaction was completed, or an aggregate
of $1,142,320. The total of 103,471 shares transferred to Parche
were initially acquired by the transferors for an aggregate of
$1,142,320.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty    
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of$251,500,000 and total
debts of $199,000,000.

In separate regulatory filings with the United States Securities
and Exchange Commission, Ramius Capital Group LLC disclosed that
an aggregate of 1,416,000 shares of Sharper Image common stock
have been disposed on various dates:

                                          Total     Beneficially
                                          Shares     Owned After
   Entity                Date     Price   Disposed   Transaction
   -------               ----     -----   --------  ------------
   Parche LLC          02/20/08   $0.37    128,000       295,915
                       02/25/08   $0.49     22,400       273,515
                       02/26/08   $0.33     76,160       197,355

   Starboard Value     02/20/08   $0.37    672,000     1,553,555
   and Opportunity     02/25/08   $0.49    117,600     1,435,955
   Master Fund, Ltd.   02/26/08   $0.33    399,840     1,036,115

These parties are also deemed beneficial owners of the Shares
beneficially owned by Parche:

   * RCG Enterprise, Ltd., as the sole non-managing member of
     Parche and owner of all its economic interests;

   * RCG Starboard Advisors, LLC, as the managing member of
     Parche;

   * Ramius Capital Group, L.L.C., as the sole member of
     Starboard Advisors;

   * C4S & Co., L.L.C., as the managing member of Ramius; and

   * each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon
     and Thomas W. Strauss, as the managing members of C4S.

Similarly, these parties are deemed beneficial owners of the
Shares beneficially owned by Starboard:  

   * Starboard Advisors, as the investment manager of Starboard;

   * Ramius, as the sole member of Starboard Advisors;

   * C4S, as the managing member of Ramius; and

   * each of Messrs. Cohen, Stark, Solomon and Strauss, as the    
     managing members of C4S.

Each of Messrs. Cohen, Stark, Solomon and Strauss, Enterprise,
Starboard Advisors, Ramius and C4S disclaims beneficial ownership
of the Shares except to the extent of their pecuniary interest in
the shares.

(Sharper Image Bankruptcy News Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).  


SI INT'L: Moody's Withdraws Ratings on Amended Credit Facility
--------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of SI
International, Inc. following the company's amended and restated
credit facility, which Moody's does not rate.

These ratings have been withdrawn:

  -- Corporate family rating: B1;

  -- Probability of default rating: B2;

  -- $95 million guaranteed senior secured term loan: Ba3 LGD2,
     26%;

  -- $60 million guaranteed senior secured revolving credit
     facility: Ba3 LGD2, 26%;

  -- Speculative grade liquidity rating: SGL-2.

SI International is a provider of information technology and
network solutions to the federal government.  Headquartered in
Reston, Virginia, the company had revenues of $511 million for the
fiscal year ended Dec. 29, 2007.


SIRVA INC: Schedules Filing Deadline Moved to March 21
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time by which Sirva Inc. and its debtor-affiliates
should file their Schedules and Statements to March 21, 2008.

As reported by the Troubled Company Reporter on Feb. 25, 2008, the
Debtors asked the court that the deadline be moved to April 20,
2008, or 75 days after their bankruptcy filing.  The Debtors also
asked the Court to permanently waive the requirement that the
Schedules and Statements be filed, that is, in the event that the
Debtors' prepackaged plan of reorganization is confirmed prior to
the filing deadline.

Prior to the Court's ruling, the Official Committee of Unsecured
Creditors and Triple Net Investments IX, LP, objected to the
Debtors' request to waive the requirement, as provided by Section
521 of the Bankruptcy Code.

The Committee told Judge James M. Peck that the Debtors'
bankruptcy proceeding is not an appropriate case for waiving the
fundamental statutory duty required by Section 521.

The Debtors have declared that no creditor or party-in-interest
will be prejudiced.  However, the Committee stated, there are
thousands of general unsecured creditors which will have zero
recovery under the Debtors' proposed plan of reorganization.  The
information contained in the Schedules and Statements is critical
for the confirmation of the Plan, since it allows the creditors
to assess the solvency of the other Debtors, or whether
substantive consolidation is appropriate.

Triple Net added that because it is not an unimpaired creditor,
its ability to recover its $2,021,546 claim depends on access to
financial information found in the Debtors' Schedules and
Statements.  Triple Net said that the Debtors are seeking to bar
the debt of thousands of unsecured creditors.

The Committee and Triple Net asked the Court to deny the waiver
request.  The Committee added that the deadline for filing claims
against prepetition secured lenders, as well as the scheduling of
confirmation proceedings, should be adjusted to provide for the
filing of Schedules and Statements.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation       
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  An official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for bankruptcy, it reported total assets of $924,457,299 and total
debts of $1,232,566,813 for the quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Answers 360networks Group's Bid to Vacate Claims Order
-----------------------------------------------------------------
Sirva Inc. and its debtor-affiliates oppose the Reconsideration
Motion filed by the Official Committee of Unsecured Creditors of
360networks (USA) Inc. and its debtor-subsidiaries, asserting that
it fails to demonstrate extreme and undue hardship required for
its approval, and is merely the creditor's attempt to enhance its
recovery.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
Official Committee of Unsecured Creditors of 360networks (USA) and
its debtor-subsidiaries asked the U.S. Bankruptcy Court for the
Southern District of New York to reconsider its order authorizing
the payment of the Debtors' pre-bankruptcy filing unsecured claims
dated Feb. 5, 2008, pursuant to Rules 59 and 60 of the Federal
Rules of Civil Procedure.

The 360networks Committee holds an unliquidated claim against
Debtor SIRVA Relocation LLC resulting from an action captioned
"The Official Committee of Unsecured Creditors of 360networks
(USA) Inc., et al. v. U.S. Relocation Services, Inc.," Adv. Pro.
No. 03-03127 (ALG), pending before Judge Allan L. Gropper before
the United States Bankruptcy Court for the Southern District of
New York.

In the Preference Action before Judge Gropper, the 360networks
Committee, on behalf of itself and 360networks (USA), Inc., and
360fiber Inc. and their debtor subsidiaries, are seeking the
avoidance, recovery and return, from U.S. Relocation Services,
Inc. -- now known as SIRVA Relocation LLC -- of $1,863,014 in
preferential transfers made by 360 to U.S. Relocation, plus
prejudgment interest at the highest applicable rate from
March 26, 2002, plus sanctions in connection with counsel for
U.S. Relocation's conduct in defending the Preference Action, for
a total claim against U.S. Relocation estimated to be in the
excess of $2,200,000.

The Preference Action, prior to it being stayed by the
commencement of the bankruptcy proceedings, had been sub judice
with Judge Gropper on fully-briefed cross motions for summary
judgment.

Norman N. Kinel, Esq., at Dreier LLP in New York, asserted that
the Debtors' proposed treatment of unsecured creditors is
discriminatory and impermissible under applicable law.  The
Debtors propose, in their Plan of Reorganization dated Jan. 28,
2008, that in the two classes of unsecured creditors -- one will
receive a 100% distribution, and the other will receive no
distribution.

Mr. Kinel explained that although debtors are permitted to pay
unsecured prepetition debts to critical vendors, the relief
sought and obtained by the Debtors in the Prepetition Claims
Order classifies an open-ended category of creditors as critical,
without adequate basis.

Moreover, the Prepetition Claims Order was entered without due
notice to the parties-in-interest that are adversely affected,
including the 360networks Committee, depriving them of the
opportunity to object or be heard, Mr. Kinel states.

"[T]he 360networks Committee is not even listed as a creditor in
the Debtors' list of thirty (30) largest creditors attached to
their petitions, even though the 360networks Committee is in fact
one of the 10 largest creditors of the Debtors, notwithstanding
that such claim is presently unliquidated," Mr. Kinel maintains.

                          Debtors Respond

Marc Kieselstein, P.C., at Kirkland and Ellis LLP in Chicago,
Illinois, says that pursuant to Rule 59 and 60 of the Federal
Rules of Civil Procedure, the Court may grant extraordinary
remedies in extraordinary circumstances to prevent extreme and
undue hardship, citing In re Miller, No. 07-13481, 2008 WL 110907
(Bankr. S.D.N.Y. Jan. 4,2008).  He points out that the relief
provided by the order dated February 5, 2008, authorizing the
payment of prepetition unsecured claims, is not extraordinary,
and is a "typical first day order."

According to Mr. Kieselstein, the 360networks Committee has not
demonstrated that the Debtors' ability to honor their existing
obligations in the ordinary course of business creates the level
of harm necessary to warrant a reconsideration; and does not make
specific allegations with respect to its disputed, unliquidated,
and unsecured claim.

In addition, the Debtors had complied with the notice
requirements by providing copies of their first day pleadings to
the United States Trustee two business days in advance of the
Petition Date.  Accordingly, the Debtors ask the Court to deny
the Reconsideration Motion with prejudice.

                          Parties React

The 360networks Committee states that all debtors, including the
Debtors in the Chapter 11 cases, must meet the burdens of the
Bankruptcy Code and Bankruptcy Rules, as well as the requirements
of due process.

According to the 360networks Committee, the Debtors have
improperly taken advantage of standard first-day orders, by
including unnecessary and discriminatory terms, and failing to
provide any advance notice to parties-in-interest that are
adversely affected.  The Prepetition Claims Order was entered
without advance notice to any party other than the United States
Trustee and the Debtors' prepetition secured lenders, enabling
the Debtors to pay certain chosen unsecured prepetition creditors
at will.

The 360networks Committee believes that it was improper for the
Prepetition Claims Order to be entered on a final basis, without
giving any other party-in-interest aside from the U.S. Trustee
and the Debtors' Prepetition Secured Lenders, an opportunity to
be heard and object.

The Official Committee of Unsecured Creditors of the Debtors'
Chapter 11 cases, on the other hand, tell Judge Peck that the
Prepetition Claims Order gives the Debtors authority to pay
unsecured claims which cannot be argued as critical.

According to the Committee, the Debtors have justified the relief
they sought by asserting that it is typical in "prepackaged"
bankruptcy cases.  However, the Committee says, not all
prepackaged cases are the same.  In fact, the Debtors' case is
unusual since they propose to pay nothing to a broad group of
unsecured creditors under their Plan.

The Committee maintains that neither the Bankruptcy Code, nor any
necessity doctrine or general Court order, support the
proposition that debtors can make unlimited and unspecified cash
payments to unidentified general unsecured creditors, in the
context of a cram-down plan.  Accordingly, the Committee insists
that a reconsideration of the Prepetition Claims Order is
warranted.

Similarly, Triple Net Investments IX, LP, supports the
360networks Committee's request stating that the Prepetition
Claims Order was entered without notice and with no opportunity
for affected creditors, including itself, to be heard.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation       
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  An official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for bankruptcy, it reported total assets of $924,457,299 and total
debts of $1,232,566,813 for the quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Allowed to Employ TS&T as Conflicts Counsel
------------------------------------------------------
Judge James M. Peck approved the application of Sirva Inc. and its
debtor-affiliates to hire Togut, Segal & Segal LLP, as its
conflict counsel, nunc pro tunc to February 5, 2008.  He ruled
that Togut Segal will provide services on matters which the
Debtors' other professionals cannot handle, due to possible
conflicts of interest.

Judge Peck further said that Togut Segal will not perform the
usual scope of services, except to maintain a familiarity with
Debtors' reorganization.  In the event there is an identifiable
actual or potential conflict of interest requiring immediate
attention, Togut Segal can assume its duties without impeding the
progress of the bankruptcy case.

As reported in the Troubled Company Reporter on Feb. 13, 2008, the
Debtors proposed that Togut Segal will perform services on matters
that the Debtors may encounter which are not appropriately handled
by Kirkland & Ellis LLP, the Debtors' proposed counsel, and other
professionals because of a potential conflict of interest or,
alternatively, which can be more efficiently handled by the firm.

Eryk J. Spytek, senior vice president, general counsel and
secretary of SIRVA, clarifies that Togut Segal will not perform
the usual scope of services, other than to maintain a familiarity
with the case and progress of the Debtors' reorganization.  In the
event there is a conflict of interest requiring immediate
attention, the firm is able to assume its duties without impeding
the progress of the bankruptcy case.

As reported in the Troubled Company Reporter on Feb. 15, 2008,  
the U.S. Trustee for Region 2 objected to the employment of Togut
Segal & Segal as conflicts counsel.

"[T]he Debtors have not disclosed any conflicts necessitating the
employment of conflicts counsel," Diana G. Adams, United States
Trustee for Region 2, told the Court.

Togut Segal & Segal seeks to perform services upon the approval of
its retention, which at this juncture would solely be to enable to
stay ahead of the learning curve to obviate the need for them to
come up to speed later in the case if an actual conflict is
disclosed, Paul K. Schwartzberg, Esq., trial attorney for the U.S.
Trustee, said.

Mr. Schwartzberg argued that the determinative question in
approving the employment of a professional is whether it is
reasonably necessary to have that professional employed.

               Togut Disagrees with U.S. Trustee

Albert Togut, Esq., senior member of Togut, Segal & Segal,
countered that a conflicts counsel is necessary to satisfy the
requirements of Section 327(a) of the Bankruptcy Code, providing
for the disinterestedness of the Debtors' general bankruptcy
counsel.

Mr. Togut said it can be a challenge for Kirkland & Ellis which
has 1,400 lawyers, offices in Chicago, New York, Washington, D.C.,
Los Angeles, San Francisco, London, Munich and Hong Kong, more
than $1,000,000,000 in revenues, and every kind of client.

Mr. Togut pointed out that since the Debtors have 60,000
creditors, 3,200 employees, 50 subsidiaries, and more than
$4,000,000,000 in revenues, it is possible that prior to
confirmation, there can be a conflict between these complex
business structures.

The purpose of conflicts counsel, Mr. Togut explained, is
recognized as necessary "to ensure the integrity of these highly
complex reorganization cases, especially where there is a mega-
debtor, and a mega-lawfirm as its counsel."

Togut Segal specializes in being conflicts counsel, and have no
regular retainers, Mr. Togut added.

The existence of a conflicts counsel avoids any arguments that
the Debtors' counsel is favoring one of its regular clients over
the interests of the estate, Mr. Togut related, citing In re
Oneida Ltd., et al., 06-10489 (ALG).

According to Mr. Togut, bringing the conflicts counsel into the
case in the beginning allows it to familiarize with the contested
matters especially in multi-billion dollar, fast-track cases.  It
will also be cost-effective, since the Debtors can rely on the
conflicts counsel's judgment on what to do, when to do it, and
how much effort needs to be expended as the case unfolds.

In addition, the Debtors have agreed that the Togut Segal's fees
and expenses should not be subject to any terms or conditions
other than as provided in their agreement, and in accordance with
the Bankruptcy Code and Bankruptcy Rules, Mr. Togut insisted, and
the U.S. Trustee's judgment should not substitute for the Debtors'
business judgment.

Mr. Togut maintained that Togut Segal intends to provide
irreducible minimum services, and will not "duplicate Kirkland's
fine efforts."

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation       
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  An official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for bankruptcy, it reported total assets of $924,457,299 and total
debts of $1,232,566,813 for the quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Allowed to Employ A&M as Restructuring Consultant
------------------------------------------------------------
Judge James M. Peck authorized Sirva Inc. and its debtor-
affiliates to hire Alvarez & Marsal North America, LLC as their
restructuring consultant in connection with their Chapter 11
cases.

Judge Peck ruled that Alvarez & Marsal will be paid provided that
those payments will not be subject to challenge, except under the
reasonableness standard under Section 330 of the Bankruptcy Code.  
The United States Trustee will retain all rights to object to
Alvarez & Marsal's compensation and expenses.

Eryk J. Spytek, senior vice president, general counsel &
secretary of SIRVA, Inc., relates that the Debtors selected
Alvarez & Marsal because the firm has extensive experience in
providing restructuring consulting services in reorganization
proceedings and has an excellent reputation for the services it
has rendered in Chapter 11 cases on behalf of debtors and
creditors throughout the United States.

Mr. Spytek states that Alvarez & Marsal has agreed to provide Ray
Dombrowski, a managing director of Alvarez & Marsal, to serve as
the Debtors' Chief Restructuring Officer.  Moreover, the firm has
agreed to provide other temporary employees to support Mr.
Dombrowski and the remaining Company management team during the
postpetition period.  The Debtors believe that Mr. Dombrowski and
the additional personnel will not duplicate the services that are
being provided to the Debtors in the Chapter 11 cases by any
other professional.

Mr. Spytek further notes that through the services that Alvarez &
Marsal has provided to the Debtors to date, the firm has become
thoroughly familiar with the Debtors' operations and is highly
qualified to serve as their restructuring consultant.

As restructuring consultant, Alvarez & Marsal will:

   * perform a updated financial review of the Debtors, including
     a review and assessment of financial information that has
     been, and that will be, provided by the Debtors to its
     creditors;

   * assist with the identification and implementation of short-
     term cash management procedures and cost reduction and
     operations improvement opportunities;

   * monitor the Debtors' performance, submitted its business
     plan to the Debtors' creditors and report to the Debtors'
     Board, creditors and other key constituent groups;

   * develop possible restructuring plans or strategic
     alternatives on maximizing the enterprise value of the
     Debtors' various business lines for the board of directors'
     review;

   * assist the Debtors' management team and counsel focused on
     the coordination of resources related to the ongoing
     reorganization effort;

   * serve as the principal contact with the Debtors' creditors
     with respect to the Debtors' financial, operational and
     Chapter 11 administrative matters; and

   * perform other services, consistent with the role of Alvarez
     & Marsal as requested or directed by the Board and CEO and
     agreed to by such officer.

In exchange for the contemplated services, the Debtors will
pay Alvarez & Marsal based on the firm's applicable hourly rates:

          Professional              Hourly Rates
          ------------              ------------
          Managing Director          $500 - $700
          Director                   $400 - $500
          Associates                 $300 - $400
          Analyst                    $200 - $300

Moreover, in consideration of Mr. Dombrowski serving as the Chief
Restructuring Officer, the Debtors have agreed to compensate
Alvarez & Marsal at a rate of $625 per hour.

Prior to the Petition Date, the Debtors paid approximately
$3,100,000 to Alvarez & Marsal for prepetition fees and expenses
incurred.  In addition, the Debtors paid a retainer of $150,000
to Alvarez & Marsal in July, 2007, for payment of prepetition
fees and expenses incurred when the firm helped them in their
restructuring process.  As of the Petition Date, A&M will
continue to hold $150,000 retainer, and will apply it against the
final fees and expenses specific to the engagement as finally
allowed by the Court.

Jeffrey Stegenga, a managing director at Alvarez & Marsal, attests
that the firm is a "disinterested person," as the term is defined
in Section 101(14) of the Bankruptcy Code.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation       
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  An official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for bankruptcy, it reported total assets of $924,457,299 and total
debts of $1,232,566,813 for the quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: S&P Lifts Rating to 'B+' From 'D' on Bankruptcy Exit
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.
      
"Our rating actions on Solutia factor in recent changes to the
company's financing plan, including the increase of the unrated
asset-backed revolving credit facility to $450 million from
$400 million, revised debt pricing, and the decision to fund the
$400 million bridge loan facility in the company's capital
structure," said Standard & Poor's credit analyst Paul Kurias.     

The bridge facility initially existed as a contingency measure.
The facility has an initial maturity of one-year, and will
rollover automatically so long as there is no event of default.
     
Solutia has utilized proceeds from the term loan, unsecured bridge
loan, the unrated $450 million asset-backed revolving credit
facility, and a $250 million rights equity issue to pay certain
creditors following its emergence from bankruptcy, including
creditors at a Belgium-based subsidiary, Solutia Europe S.A./N.V.
(B/Watch Dev/B).  Accordingly, S&P will withdraw its ratings on
Solutia Europe.  Proceeds are also expected to be used to reduce
underfunded levels in postretirement employee benefit liabilities.
     
Total adjusted debt, pro forma for the transaction, including the
present value of capitalized operating leases, tax-adjusted
unfunded postretirement employee benefits, and environmental
reserves, is estimated at $2.2 billion for the fiscal year ended
Dec. 31, 2007.
     
The ratings reflect Solutia's highly leveraged financial profile
and a business mix that includes a large commodity-oriented nylon
segment, that is somewhat vulnerable to economic and cyclical
downturns and volatility in raw material, transportation, and
energy costs.  These risks are tempered by meaningful
contributions of relatively stable specialty businesses in the
company's portfolio, good market shares in most businesses,
geographic diversity, and an ongoing portfolio restructuring
effort aimed at improving Solutia's cost competitiveness and
profitability.


SOUTHWEST FOOD: Allowed to Avail $1.5M Facility from American Bank
------------------------------------------------------------------
The Hon. Dana L. Rasure of the United States Bankruptcy Court
for the Northern District of Oklahoma authorized Southwest Food
Distributors LLC, dba Fadler Company, to obtain revolving credit
from American Bank & Trust Company, on a final basis.

Under the revolving credit agreement dated Feb. 4, 2008, American
Bank will provide up to $1,500,000, with an inventory borrowing
base amount capped at $500,000.

The borrowing base is defined as 70 percent of the Debtor's
qualified account plus 50 percent of eligible inventory.

As adequate protection, the Debtor granted American Bank a first
priority perfected security interest in all accounts and inventory
of the Debtor, except the collateral of F&M Bank & Trust Company.

                       About Southwest Food

Headquartered in Tulsa, Oklahoma, Southwest Food Distributors,
L.L.C., dba The Fadler Co. -- http://www.fadler.com-- provides  
food service. The company filed for Chapter 11 protection on
January 11, 2008 (Bankr. N.D. Okla. Case No.08-10023).  Gary M.
McDonald, Esq., and Gary M. McDonald, Esq., at Doerner, Saunders,
Daniel & Anderson, L.L.P. represent the Debtor in their
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in this case.  Sidney K. Swinson,
Esq., at Gable & Gotwals, represents the Committee.  When the
Debtor filed for protection against its creditors, it listed
assets and debts between $1 million to $10 million.


SPEEDEMISSIONS INC: Restated 3rd Qtr. Result Shows $16,817 Income
-----------------------------------------------------------------
Speedemissions Inc.'s amended report for the third quarter ended
Sept. 30, 2007 showed net income of $16,817 on revenue of
$2,524,988, compared with net income of $101,542 on revenue of
$2,484,492 for the same period in 2006.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
company disclosed that it would restate its previously filed
financial statements for the quarters ended Sept. 30, June 30, and
March 31, 2007, and the year ended Dec. 31, 2006, to reclassify
its presentation of (gain)/loss from disposal of non-strategic
assets to include the (gain)/loss as a component of operating
loss.

Speedemissions filed its amended report with the U.S. Securities
and Exchange Commission on Feb. 27, 2008.

The increase in revenue over the comparable period was primarily
due to an increase in same store sales of $28,126 or 1.2%, an
increase of $51,091 from four new stores that were not open for
the entire comparable period in the three months ended Sept. 30,
2006, offset by the loss of $38,710 in revenue from the closure of
the company's Lawrenceville, Georgia store where Gwinnett County
acquired the property for a road widening project.

Income from operations fell to $15,856 from $103,867 in the
comparable period in 2006, primarily due to the increase in cost
of emission certificates and general and administrative expenses,
offsetting increases in revenue and decreases in store operating
expenses.

Cost of emission certificates increased $27,621, or 4.6%, to
$628,807 in the three month period ended Sept. 30, 2007, compared
to $601,186 or 24.2% of revenues in the three months ended
Sept. 30, 2006.  

General and administrative expenses increased $129,283 or 36.6% to
$482,121 in the three month period ended Sept. 30, 2007, from
$352,838 in the three month period ended Sept. 30, 2006.  The
increase in general and administrative expenses was primarily due
to an increase in Sarbanes Oxley compliance costs, consulting,
legal and accounting fees and stock option compensation expense.

For the three months ended Sept. 30, 2007, the company did not
realize a gain or loss from the disposal of non-strategic assets
compared to a loss of $479 in the three months ended Sept. 30,
2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$9,258,834 in total assets, $812,612 in total liabilities, and
$8,446,217 in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?28a3

                     Going Concern Disclaimer

Tauber & Balser P.C., in Atlanta, expressed substantial doubt
about Speedemissions Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations, past
history of operating cash flow deficiencies and its limited
capital resources.  

As reflected in the accompanying restated consolidated financial
statements, as of Sept. 30, 2007, the company had cash on hand of
$946,576, working capital of $449,010, and an accumulated deficit
of $11,699,283.

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI.OB) --
http://www.speedemissions.com/-- is a vehicle emissions (and
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.


SPRINT NEXTEL: May File for Bankruptcy, Jefferies & Co. Says
------------------------------------------------------------
Repayment demands by creditors might compel Sprint Nextel Corp. to
go into bankruptcy if it is unable to negotiate the terms of its
loans, according to a report by Bloomberg News citing Jefferies &
Co. analyst Romeo Reyes.

Bloomberg said the company expects to comply with the loan
requirements.

According to a company filing with the Securities and Exchange
Commission, the terms of the loans require the company to maintain  
at least 30% of its total debt.  However, the analyst said that by
the end of this year the company's profit could fall below 30%,
according to Bloomberg.

"Our current forecast indicates that we will be in compliance
with our covenant test," Bloomberg quotes a spokesman for Sprint
as saying.

                    Revolving Credit Facility

On Feb. 27, 2008, Sprint Nextel borrowed $2.5 billion in principal
amount under its revolving credit facility.  The company has no
immediate need for additional liquidity, but in light of current
market conditions borrowed the funds to provide greater financial
flexibility and to mitigate any potential financing risk related
to $1.25 billion in bonds that mature in November 2008, as well as
the approximately $400 million outstanding under our commercial
paper program, and $600 million of bonds that mature in May, 2009.

The company has no other material refinancing scheduled until
2010.  About $500 million of borrowing capacity remains available
under the revolving credit facility.

A full-text copy of Sprint Nextel's Fourth Quarter and Full-Year
2007 Results at http://ResearchArchives.com/t/s?289b

                      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.

                           *   *    *

As reported in the Troubled Company Reporter on Feb. 29, 2008,
Fitch Ratings downgraded and placed on Rating Watch Negative
the ratings for Sprint Nextel's Issuer Default Rating to 'BB+'
from 'BBB-'; and Senior unsecured notes to 'BB+' from 'BBB-'.

Sprint Nextel reported net loss of $29.5 billion compared to net
income of $261 million in the fourth quarter a year ago, according
to the company's regulatory filing with the Securities and
Exchange Commission dated Feb. 28, 2008.


SR TELECOM: Quebec Court Extends CCAA Stay Proceedings to May 2
---------------------------------------------------------------
SR Telecom obtained an order from the Quebec Superior Court to
extend to May 2, 2008, the period of the court-ordered stay of
proceedings against SR Telecom under the Companies' Creditors
Arrangement Act.

The purpose of the stay of proceedings is to provide SR Telecom
with an opportunity to develop a plan of arrangement to propose to
its creditors.  SR Telecom filed for creditor protection under the
CCAA on Nov. 19, 2007.

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  The company has offices in Mexico, France and
Thailand.

SR Telecom Inc.'s consolidated balance sheet at June 30, 2007,
showed CDN$83.9 million in total assets and CDN$97.9 million
in total liabilities, resulting in a CDN$14.0 million total
stockholders' deficit.


STUDIO ARENA: Intends to File for Chapter 11 and Cancel Two Shows
-----------------------------------------------------------------
Studio Arena Theatre's board of directors said on Feb. 25, 2008,
that it plans to file for chapter 11 bankruptcy to resolve its
$3 million debts and will also cancel two remaining shows, "The
Vertical Hour" and "Side By Side By Sondheim", two New York news
sources, Business First of Buffalo and The Buffalo News, report.

All of the theater's staff were laid off on Feb. 24, 2008, except
its chief executive officer and artist director, Kathleen A.
Gaffney.

Based on the reports, Studio Arena suffered operating losses, has
almost $2 million in debt in 2002, and had $3.5 million operating
deficit in 2007.

                    Board Unwilling to Support

Studio Arena's former production manager, Jeffrey Schneider
informed The Buffalo News in an e-mail that the board of directors
was unwilling to raise funds for the theater.

The board failed to notice the theater's vulnerable situation
despite election of new members who were supposedly "chosen for
alleged fundraising potential, Mr. Schneider stated, Buffalo News
relates.

Mr. Schneider is now production head at the Shakespeare Theatre
Company at Harman Center for the Arts in Washington, D.C.

           Collaboration with Shea's and Buffalo State

Chairman Daniel A. Dintino told the reporters that Studio Arena is
collaborating with Shea's Performance Arts Center and Buffalo
State College.  Shea's will take over Studio Arena's management
while Buffalo State will take over its theater education programs,
according to the reports.

Shea's CEO, Anthony Conte, said that although his company is
financially sound, it will not take over another theater, Business
First relates.  He said that his company will be paid for
management services under the collaboration, Business First says.

Last week, The Buffalo Theater Alliance discussed about ticket
exhanges, and Mr. Conte stated that Shea may join in the ticket
exchange offering for the canceled shows, Business First relates.  

Randall Kramer, president of the BTA and director of MusicalFare
Theatre at Daemen College, assured that BTA will do whatever they
can to help Studio Arena, Business First reveals.

Geva Theatre also offered discounts to ticket holders of Studio
Arena's canceled shows while 17 BTA members offered admission to
their shows at no additional cost, Buffalo news says.

                    About Studio Arena Theater

Studio Arena Theatre -- http://www.studioarena.org/--  was  
chartered as a not-for-profit Theatre and educational institution
in 1927.  It was incorporated as the Studio Theatre School and
became Studio Arena in 1965, Western New York's only professional
resident theater.  Studio Arena moved to its present location at
710 Main Street in 1978 and became the cornerstone of Buffalo's
Theater District.  Over the past four decades, the Theatre has
distinguished itself nationally and internationally with more than
322 productions, including 44 world or American premieres.


SUGAR HILL: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sugar Hill Residential Development, Inc.
        50 Briar Hollow Lane, Suite 210 East
        Houston, TX 77027

Bankruptcy Case No.: 08-31459

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: March 3, 2008

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Richard L Fuqua, II, Esq.
                     (fuqua@fuquakeim.com)
                  Fuqua & Keim, LLP
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: (713) 960-0277

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
SHGC, Ltd.                     $8,700
131 Lombardy Drive
Houston, TX 77478

Briggs & Veselka               $3,675
575 West Loop South,
Suite 700
Bellaire, TX 77401

DND Financial                  $1,700
P.O. Box 260733
Plano, TX 75026

Badger Law Firm                $1,250

Integrity Transportation       $584


SUMMIT GLOBAL: Court Turns Down Hecny Trans' Discovery Request
--------------------------------------------------------------
Summit Global Logistics Inc. disclosed that the U.S. Bankruptcy
Court denied a discovery request by Hecny Transportation Limited
prior to a sale hearing scheduled for March 13, 2008.

The Court on Feb. 14, 2008, approved procedures for a sale of the
company's assets and certain of Summit's subsidiaries to TriDec
Acquisition Co. Inc.  TriDec is a company formed by certain
founders of Summit's operating companies and members of senior
management.
   
"We are pleased to have received the bankruptcy court's approval
for this motion so that the sale of Summit's assets can move
forward in a timely and orderly fashion," Robert A. Agresti,
president and chief executive officer of Summit Global Logistics,
said.  "We are confident that this claim by one of our competitors
was a clear attempt to delay the sale process in order to obtain a
competitive advantage.  This ruling will allow us to remain on
track to emerge from Chapter 11 on schedule while we continue to
focus on serving our loyal customers."
   
On Jan. 30, 2008, Summit disclosed an agreement by TriDec to
purchase the company's assets pursuant to Section 363 of U.S.
Bankruptcy Code.  To facilitate this transaction, the company
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code with the U.S. Bankruptcy Court for the District of New
Jersey.

In accordance with the U.S. Bankruptcy Code, the agreement is
subject to an auction seeking higher or better offers pursuant to
the bid procedures approved by the Court on February 14, 2008.
   
The sale will be completed via an auction in accordance with
Section 363 of Chapter 11 of the U.S. Bankruptcy Code.

                        About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.  The Company and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Kenneth Rosen, Esq., at Lowenstein Sandler, P.C.,
represents the Debtors in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this cases.  
When the Debtor filed for protection against their creditors, it
list assets between $50 million and $100 million and debts between
$100 million and $500 million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUNCREST LLC: Receives Notice of Default from Zions Bank
--------------------------------------------------------
Zions Bank filed a default notice with the Salt Lake County
against the developers of SunCrest LLC, Steve Gehrke writes for
The Salt Lake Tribune.

Zions Bank alleges that SunCrest violated terms under a loan
agreement with the bank, Tribune says.  According to court
documents, SunCrest did not pay real estate taxes, and service,
labor and materials expenses, Tribune relates.

Ed Grampp, head of the project for Terrabrook, Suncrest's parent
company, and SunCrest counsel, Bruce Baird, Esq., told Tribune
they won't comment on the matter.

Gary Ott, the Salt Lake County Recorder, informed Tribune that
default is the initial sign of financial trouble and causes panic
refinancing and selling and added that SunCrest's default is
"big."

Tribune is not sure whether SunCrest will abandon or renegotiate
the terms of the loan with Zions Bank.

                     At Odds with Draper City

According to Tribune's report, SunCrest is also facing lawsuits
filed by nearby landowners and is "at odds with Draper City" over
several issues, including the city's tighter geo-hazards ordinance
causing "SunCrest to do more" to prevent future harm on homes
along the Traverse Mountain.  Based on an independent engineering
report, some of the roads failed to meet construction standard.

Tribune reported on Feb. 5 that Draper officials met that evening
to reconsider a decision to install a monument on Traverse
Mountain that maps faults and ancient landslides.

While some residents are pointing that the talks between the city
and SunCrest are seemingly hurting homeowners, some residents are
saying the developer has nothing "to do with" their lives, Tribune
relates.

Uncertainties are surrounding the community's incomplete
recreation center set to open this month, and its neighborhood
market, according to the report.

Bill Colbert, city councilor and a SunCrest resident, told Tribune
that previously, a South Mountain developer also faced the same
problem and that "the city is still picking up loose ends."

                   About SunCrestResidents.org

SunCrestResidents.org is a volunteer organization dedicated to
informing, educating and supporting SunCrest community homeowners
by: A. asisting SunCrest homeowners in understanding their rights
through information, education and involvement; b. creating a
stronger community through neighborly unity by giving a voice and
representation to the residents; and c. promoting open
communication and accountability between residents, property
managers, developers, and municipal leaders.
   
                        About SunCrest LLC

SunCrest LLC, launched in 2001, has 1,000 homes, which represent
less than one-third of the planned community that spreads over
3,900 acres.  Developers originally planned to build 3,600 homes.


TABERNA PREFERRED: Fitch Puts 'BB'-Rated Note Under Neg. Watch
--------------------------------------------------------------
Fitch placed six classes of notes issued by Taberna Preferred
Funding IX, Ltd./Inc. on Rating Watch Negative.  Affected notes
total $214 million.  These classes are placed on Rating Watch
Negative, effective immediately:

  -- $25,000,000 class A-2LA 'AA+'
  -- $53,000,000 class A-2LB 'AA';
  -- $20,000,000 class A-3LA 'A';
  -- $25,000,000 class A-3LB 'A-';
  -- $46,000,000 class B-1L 'BBB';
  -- $45,000,000 class B-2L 'BB'.

Taberna IX is a collateralized debt obligation that closed June
28, 2007 and is managed by Taberna Capital Management, LLC.  The
notes issued by Taberna IX are backed by trust preferred
securities issued by subsidiaries of real estate investment
trusts, real estate operating companies, specialty-finance
companies and homebuilders, as well as senior secured loans,
senior unsecured bonds, commercial mortgage-backed securities and
commercial real estate CDOs.

At the time of the transaction's close, approximately 75% of the
collateral had been identified and purchased, followed by a 215-
day ramp-up period during which TCM assembled the remaining
collateral.  During the ramp-up period, underlying collateral
experienced negative credit migration as a result of pressures
facing REITs and homebuilders.  At present, approximately 8% of
the portfolio is either explicitly or shadow-rated 'CCC+' or
lower, and approximately 20.7% of the portfolio is on Rating Watch
Negative or has a Negative Rating Outlook.  While the current
portfolio weighted average rating factor is 21.60 ('BB-/B+'),
within the transaction's WARF covenant of 23.00, this does not
reflect any adjustments for assets on Rating Watch Negative or
with a Negative Outlook.

In addition to the credit deterioration of existing collateral,
collateral added during the ramp-up period was typically much
shorter in tenor, which had the effect of reducing the overall
weighted average life of the portfolio to 18.8 years from 24.5
years at close.  Fitch believes the shorter tenor of the assets
has different credit implications for notes at different parts of
the capital structure.  Shortening the risk horizon of the
transaction has a positive impact on the senior noteholders by
reducing Fitch's expected cumulative gross defaults with respect
to the portfolio.  However, the shorter tenor also has a
detrimental effect on the junior classes of the notes which rely
upon extended periods of excess spread in order to receive
ultimate payment of principal and interest.

Fitch expects to resolve the Rating Watch Negative status on or
prior to March 14, 2008, which is the formal conclusion of the
transaction's ramp-up period.  Absent changes to the portfolio or
the transaction structure, Fitch expects negative rating actions
to range from 2-4 notches, with more pronounced rating actions
observed at the lower classes.  In the event that the transaction
is deemed to have entered a Ramp-Up Ratings Confirmation Failure
state, then certain cash flow redirection mechanisms will be
enacted in accordance with the transaction documents, potentially
resulting in the redirection of all principal and interest
proceeds towards the redemption of the senior most notes
outstanding.  Depending on the timing and magnitude of such cash
flow redirection, further rating action by Fitch may be warranted,
particularly with respect to junior classes of notes.

Fitch's review of Taberna IX used the same modeling assumptions
used during its review of 15 CDOs backed primarily by trust
preferred securities issued by REITs and homebuilders completed on
Dec. 21, 2007.  As part of the review of these 15 transactions,
and based on feedback from Fitch's REIT and homebuilder groups,
Fitch updated its assumptions with respect to: trust preferred
security recovery rates; assets on Rating Watch Negative or with a
Negative Outlook; and assets rated or shadow-rated 'CC' or lower.  
Specifically, Fitch's recovery rate assumptions for trust
preferred securities issued by REITs and homebuilders were lowered
as:

  -- to 0% from 5% at the 'AAA' rating stress;
  -- to 2.5% from 10% at the 'AA' rating stress;
  -- to 5% from 15% at the 'A' rating stress;
  -- to 7.5% from 20% at the 'BBB' rating stress;
  -- to 10% from 25% at the 'BB' rating stress, and;
  -- to 12.5% from 25% at the 'B' rating stress.

Underlying assets on Rating Watch Negative were assumed to be
downgraded by two sub-categories, while assets with a Negative
Outlook were assumed to be downgraded by one sub-category.  
Finally, for the purposes of Fitch's analysis, assets currently
rated or shadow-rated 'CC' or lower, after taking into account
Rating Watch Negative or Outlook Negative status, were assumed to
default with a 0% recovery under all stress scenarios.

The ratings on the classes A-1LA, A-1LAD, A-1LB, and A-2LA notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.  
The ratings of the classes A-2LB, A-3LA, A-3LB, B-1L, and B-2L
notes address the likelihood that investors will receive ultimate
and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.


TEMBEC INC: Moody's Probability of Default Rating Tumbles to 'D'
----------------------------------------------------------------
Moody's Investors Service lowered the probability-of-default
rating of Tembec Inc.'s key operating subsidiary, Tembec
Industries Inc., to D from Caa3.  Additionally, Moody's lowered
the company's corporate family rating to Ca from Caa3.  The
ratings on the senior unsecured notes remain unchanged at Ca.  

The rating action was prompted by Tembec's announcement that its
plan of arrangement under the Canada Business Corporations Act
relating to the recapitalization transaction announced on Dec. 19,
2007 has been approved and sanctioned by the Ontario Superior
Court of Justice.  The company indicated that the court approval
of the plan of arrangement was the final outstanding approval
requirement prior to implementation of the recapitalization which
is expected to close today, Feb. 29, 2008.

The plan of arrangement included the conversion of all of the debt
that Moody's rates.  Following these rating actions, Moody's will
withdraw all of the ratings.

Downgrades:

Issuer: Tembec Industries Inc.

  -- Probability of Default Rating, Downgraded to D from Caa3
  -- Corporate Family Rating, Downgraded to Ca from Caa3

Headquartered in Montreal, Quebec, Tembec is an integrated paper
and forest products company with operations in North America and
France.


THORNBURG MORTGAGE: Faces Margin Calls; Receives Default Notice
---------------------------------------------------------------
Thornburg Mortgage Inc. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that market valuations of
mortgage securities backed by Alt-A mortgage loan collateral have
decreased between 10% and 15% since January 31, 2008, and as a
result, the company has been subject to margin calls on the
collateral.

Thornburg said as of February 27, 2008, it had met all margin
calls, including margin calls received between February 14 and
February 27, in an amount in excess of $300 million, on its  
reverse repurchase agreements, the substantial majority of which
were related to the decline in valuations placed on the  
securities.

However, after February 27, the company saw further continued
deterioration in prices of mortgage securities and it has incurred
additional margin calls in an amount in excess of $270 million.  
As a result of margin calls prior to February 27, 2008, the
company has limited available liquidity to meet the recent margin
calls as well as any future margin calls.  Consequently, to date,
the company has not met the substantial majority of the most
recent margin calls.

On February 28, one lender delivered a notice of event of default
under a reverse repurchase agreement after Thornburg failed to
satisfy a $28 million margin call.

Thornburg said it is working with that lender to repay the debt
and the lender has not yet exercised its right to liquidate
pledged collateral.

A Citigroup Inc. analyst said bankruptcy is possible, according to
Bloomberg News.

Thornburg said it is working to meet all of its outstanding margin
calls within a time frame acceptable to its lenders by either
selling portfolio securities or raising additional debt or equity
capital.  Thornburg said the margin calls are strictly the result
of continued deterioration of prices of mortgage-backed securities
precipitated by difficult market conditions, but are not a
reflection of the credit performance or long-term realizable value
of its high quality portfolio, which continues to remain
exceptional.

Thornburg said there is no assurance as to its ability to sell
assets or raise additional funds in the current market at
acceptable prices, or to raise additional capital.  If Thornburg
is unable to satisfy outstanding margin calls, any or all of its
reverse repurchase agreement counterparties may declare an event
of default and liquidate the pledged securities.  Such an
occurrence would have a material adverse effect on the company's
ability to continue its business in the current manner.

Even if Thornburg is able to satisfy outstanding margin calls, the
company said there is no assurance that the value of its mortgage
portfolio and derivative portfolio will not decline further, that
it will not experience a further decline in its book value, that
lenders will not make additional margin calls, or that it will be
able to satisfy additional margin calls, if any.

According to Thornburg, beginning February 14, there was once
again a sudden adverse change in mortgage market conditions in
general and more specifically in the valuations of securities
backed by Alt-A mortgages.  As of February 15, 2008, Thornburg's
purchased adjustable rate mortgage assets included approximately
$2.9 billion of super senior, credit-enhanced mortgage securities,
all of which are AAA-rated and backed by Alt-A mortgage
collateral.  The company said current credit assessment of the
mortgage securities in its portfolio suggests a low possibility of
future downgrades and even less risk of actual losses.

"The turmoil in the mortgage financing market that began last
summer continues to be exacerbated by the mark-to-market
accounting rules which are forcing companies to take unrealized
write-downs on assets they have no intention of selling.  In this
environment, the current market price of assets has become
disconnected from their underlying recoverable value, resulting in
increased volatility and imprecise quarter-to-quarter comparisons
of asset valuations," said Larry Goldstone, president and chief
executive officer of Thornburg Mortgage.  "We believe that this
latest downturn in the mortgage finance market was brought on by a
continued lack of trust and confidence in the broader financial
markets and has resulted in a substantial excess of sellers versus
buyers of high quality mortgage securities.

Mr. Goldstone concluded, "Although this is a difficult time for
the company, we are working diligently to satisfy all of our
lenders as soon as possible and return to financial stability.
These difficult market conditions have also created increased
profit opportunities as lower-priced mortgage assets will
translate into wider mortgage spreads and improved portfolio
margins going forward. We remain committed to manage through these
challenging and volatile markets and remain focused on building
long-term value for shareholders."

                  About Thornburg Mortgage Inc.

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo
adjustable-rate mortgages.  Backed by a balance sheet of $34.4
billion in high-quality mortgage assets as of December 31, 2007,
the company seeks to deliver value and steady growth for its
shareholders by acquiring high-quality mortgage-backed securities,
and growing its share of the mortgage loan origination business.  
Capitalizing on its innovative portfolio lending model, REIT tax
structure and leading-edge technology, Thornburg Mortgage is a
highly efficient provider of specialized mortgage loan products
for borrowers nationwide with excellent credit.


THORNBURG MORTGAGE: S&P Chips Counterparty Rating to 'B-' From 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty rating
on Thornburg Mortgage Inc. to 'B-' from 'B'.  The outlook remains
negative.
     
"The rating action is based on Thornburg's recent 10-K disclosure,
which states that it is facing higher margin calls on its repo
lines due to the distressed pricing of mortgage assets in the
secondary markets," said Standard & Poor's analyst Adom
Rosengarten.
    
Santa Fe, New Mexico-based Thornburg Mortgage Inc., is an
originator of high quality, jumbo mortgage assets.  As of Dec. 31,
2007, Thornburg's funding included more than $11.5 billion
(approximately one third of its funding base) of short-term
funding vehicles that are subject to margin calls.
     
Thornburg now has limited financial resources remaining to meet
its additional margin calls.  Standard & Poor's is concerned that
the company may find it necessary to sell its assets at below
market values to generate cash quickly.  If that occurs, this
could weaken the company's longer-term prospects for a return to
traditional profitability levels.
     
Thornburg has suffered from sizeable and frequent margin calls,
which began in the fall of 2007, as the appetite for non-
government guaranteed mortgage assets disappeared.  Since that
time, the company has made use of various liquidity and capital
raising strategies, including issuing additional common stock and
selling assets to fund those margin calls.  At this point, S&P
feels that if the company needs to sell assets for liquidity
purposes, then capital is adequate to absorb discounts on those
assets sales.


TILLIM LLC: Section 341(a) Meeting Scheduled for March 10
---------------------------------------------------------
The U.S. Trustee for Region 9, will convene a meeting of creditors
in Tillim LLC's Chapter 11 case, on March 10, 2008, at 2:00 p.m.,
at Room 315 E, 211 West Fort Street Building, Detroit, Michigan.

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

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

Headquartered in Detroit, Michigan, Tillim LLC filed for Chapter
11 protection on Jan. 31, 2008 (Bankr. E.D. Mich. Case No.: 08-
42316). Jerome D. Frank, Esq. represents the Debtor in its
restructuring efforts.  When it filed for protection from its
creditors, it listed total assets of $10 million and total debts
of $11.5 million.


TOWERS OF CHANNELSIDE: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
The Towers of Channelside LLC delivered to the United States
Bankruptcy Court for the Middle District of Georgia its
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $102,119,781
   B. Personal Property             7,663,886
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $58,643,018
      Secured Claims
   E. Creditors Holding                               117,665
      Unsecured Priority
      Claims
   F. Creditors Holding                            35,497,570
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                        $109,783,667   [$94,258,253]

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin   
tower condominiums overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$100 million to $500 million, and estimated debts of $50 million
to $100 million.


TROPICANA ENTERTAINMENT: Parent Company Declared in Default
-----------------------------------------------------------
The Chancery Court of Delaware dismissed two out of three claims
filed by bondholders against Columbia Sussex Corp. and its
subsidiary, Tropicana Entertainment LLC, Liz Benston writes for
the Las Vegas Sun.  On the retained case, the Court ruled that
Columbia Sussex defaulted on its $960 million loan and gave
Columbia 60 days to repay the loan, the Sun relates.

Spokesman Hud Englehart told the Sun that the dismissal of the
bondholders' claims against Columbia is "a positive outcome."

However, according to the Sun, the Court's action could cause
bondholders to demand payment and may force Columbia into
bankruptcy.

In 2007, New Jersey regulators revoked Columbia's license to run
Tropicana Entertainment, a casino in Atlantic City, after
bondholders filed a case against the company for gross
mismanagement, the Sun says.

Columbia counter attacked with a request to deny the default and
blamed bondholders for its financial woes, asserting that
bondholders blocked a property sale, the Sun reveals.

                 Debt Due in a Month, Source Says

An undisclosed source familiar with the case told the Sun that
instead of two months, Columbia has only a month to repay its debt
since the default was already a month old.  The source added that
Columbia's non-repayment of the defaulted loan will trigger a
second default on another bank loan, the Sun reports.

Tropicana Entertainment won't go bankrupt if its bondholders will
approve a restructuring plan, which isn't probable, the Sun
reveals, citing the source familiar with the matter.

                  Tropicana's Future is Dim

The Sun reports that the plans of Columbia chief executive officer
William J. Yung, III of developing an 8,000-room hotel for
Tropicana is under question.

Mr. Yung might have to let go of the the Atlantic City property if
its included in the restructuring plan, the source told the Sun.  
"Losing the Atlantic City property and the default" could be the
"death knell" of Columbia's stake in Tropicana, the source told
the Sun.

            Trustee on Tropicana's Notes Wants Payment

As reported in the Troubled Company Reporter on Feb. 1, 2008, the
indenture trustee for Tropicana Entertainment's 9.625%
senior subordinated notes due 2014 worth $960 million accelerated
the notes and filed a case on Jan. 28, 2008, with the Chancery
Court of Delaware, demanding immediate payment.  The indenture
trustee also wants to bar a sale of the company's assets through
the lawsuit.

The proceeds of the $960 million notes was used by Mr. Yung to
acquire Tropicana in 2007.

At that time, a spokesman for Mr. Yung said, the case filed
against them has "no merit."

          One-Year Forbearance Pact with Senior Lenders

The TCR stated on Dec. 28, 2007, that Tropicana Entertainment
LLC's senior lenders have agreed to forbear for up to one year
from declaring a default under the senior credit facility arising
out of a refusal by the New Jersey Casino Control Commission to
renew the company's license to operate the Tropicana Casino and
Resort in Atlantic City, New Jersey.

The forbearance agreement is effective as of Dec. 12, 2007, the
date on which the Commission made its decision concerning the
Tropicana Atlantic City's license.

On December 19, the company also confirmed with the trustee
overseeing the Tropicana AC that cash flow will continue to be
available to the company to service the Tropicana AC's allocated
portion of the company's overall debt.
                   
                       About Columbia Sussex

Crestview Hills, Kentucky-based Columbia Sussex Corp. --
http://www.columbiasussex.com/-- develops and manages more than  
60 hotels and casinos in about 30 states.  Its hotels operate
under banners such as Hilton, Marriott, and Starwood.  The
company's casino properties are located in Mississippi (Lighthouse
Point), Louisiana (Amelia Belle), and Nevada (Lake Tahoe Horizon),
among other states.  Columbia Entertainment, the casino affiliate
of Columbia Sussex, turned heads in 2007 when it purchased Aztar
Corporation, owner of the Las Vegas Tropicana, for a staggering
$2.1 billion.  President and CEO William J. Yung, III, and his
family own Columbia Sussex.  Mr.Yung founded the Kentucky-based
company in 1972.

                   About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2008,  
Moody's continues its review of the ratings for Tropicana
Entertainment LLC's and Tropicana Las Vegas Resort & Casino LLC's
for possible downgrade.  This includes Tropicana LLC's corporate
family rating of Caa1 and Speculative Grade Liquidity rating of
SGL-4.  It also includes Trop Las Vegas' corporate family rating
of B3.  Although the near term default probability is slightly
lower as a result of Tropicana's Dec. 21, 2007 agreement with its
bank lenders to, among other things, forbear for up to one year
from declaring a default under the senior credit facilities, the
company's ratings continue to face downward rating pressure.


UNO RESTAURANT: Moody's Slashes Corporate Family Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Uno Restaurant Holdings Corp. to Caa2 from Caa1.  The outlook
is negative.

The downgrade of the corporate family rating to Caa2 from Caa1, as
well as the negative outlook, reflect the company's continued weak
operating performance and margin deterioration, due in part to
negative traffic patterns and increasing cost pressures that have
resulted in persistently weak debt protection metrics and tenuous
liquidity that are inconsistent with the current rating.  The
ratings and outlook also incorporate Moody's view that the cushion
under Uno's debt covenants remains modest and the probability that
the company will require an amendment to its covenants over the
intermediate term is likely.

Ratings downgraded are:

  -- Corporate family rating to Caa2 from Caa1

  -- Probability of default rating to Caa2 from Caa1

Ratings affirmed are:

  -- $142 million second lien senior secured notes rated Caa2
     (LGD4, 61%)

  -- Speculative Grade Liquidity rating of SGL-4

The rating outlook is negative

Uno Restaurants Holding Corp, owns and operates 122 and franchises
an additional 87 full service "Uno Chicago Grill" casual dining
restaurants principally in New England and Mid-Atlantic regions.
Revenue for the twelve month period ending Dec. 30, 2007 was
approximately $317 million.


VAN DYCK: Court Dismisses Bankruptcy Case Over Lack of Funds
------------------------------------------------------------
The Hon. Robert Littlefield of the U.S. Bankruptcy Court in Albany
dismissed the chapter 11 bankruptcy case filed by N. Peter Olsen,
owner of Van Dyck Restaurant & Brewery, James Schlett writes for
the Daily Gazette in Schenectady, New York.

The Gazette says that the case dismissal further exposes Mr. Olsen
to foreclosure as his creditors as eyeing on his properties in
Schenectady, Saratoga and Washington counties.

Creditors have bombarded the Court with complaints contesting that
Mr. Olsen doesn't have enough funds for restructuring and calling
his restaurant "non-existent," Gazette reports.

In August 2007, Gazette relates that Judge Littlefield did not bar
Berkshire Bank from foreclosing on Van Dycke.  According to the
Gazette, Van Dycke closed in March last year and will be publicly
sold this spring.  Judge Littlefield also approved Berkshire Bank
and the Washington County treasurer's foreclosure moves on Mr.
Olsen's property at 110 Center Road in Eagle Bridge, Gazette
reveals.

Gazette speculates that the dismissal will permit Ballston Spa
National Bank to foreclose on Mr. Olsen's home at 90 Lake Ave. in
Saratoga Springs.

Early last year, Ballston Spa took foreclosure action against Mr.
Olsen's home after missing payments on a $460,000 mortgage issued
in 2004, Gazette says.  Mr. Olsen filed for chapter 11 protection
two months later.

Gazette says that before the foreclosure on the restaurant, Mr.
Olsen also defaulted on $250,000 loan owed to Berkshire and a
$200,000 loan owed to Schenectady Metroplex Development Authority.

Metroplex chairman Ray Gillen told Gazette that case dismissal
won't affect the coming auction of Van Dycke.

Van Dyck Restaurant & Brewery is a a famed jazz club on Union
Street in Schenectady, New York.  Its owner, N. Peter Olsen, filed
for chapter 11 bankruptcy in March 2007 and marketed Van Dycke for
$1.60 million, which was subsequently lowered to $1.48 million.

WESTAR ENERGY: Reports $13.7 Mil. Earnings for 2007 Fourth Quarter
------------------------------------------------------------------
Westar Energy Inc. reported $13.7 million net income for the three
months ended Dec. 31, 2007 compared to $13.0 million income for
the same period in 2006.  For the full fiscal 2007 year ended
Dec. 31, net income is $168.3 million compared to $165.3 million
for 2006.

Westar Energy reported revenues of $392.9 million for the fourth
quarter 2007, an increase of $49.7 million compared with
$343.2 million in 2006.  Retail revenues increased by
$25.7 million principally due to smaller refund obligations in
2007 compared with the same period last year.  Wholesale sales
increased $19.0 million due primarily to increased sales volumes
due to higher availability of the company's baseload generating
facilities and a long-term wholesale sale agreement entered into
in April 2007.

Westar Energy reported 2007 revenues of $1.7 billion, $121.1
million higher than 2006 revenues of $1.6 billion.  Retail sales
increased by $26.7 million due primarily to higher residential and
commercial sales and a decrease in refund obligations.  Wholesale
sales increased $79.2 million due primarily to increased sales
volumes because the company's generating facilities were operated
in 2007 without restriction for coal conservation measures as was
the case in 2006, and the company's nuclear plant operated without
any planned or unplanned outages in 2007.  Additionally, the
company had higher sales from a long-term wholesale sale agreement
entered into in April 2007.

Operating expenses increased $90.5 million, due primarily to
increased fuel and purchased power expense and higher depreciation
expense.  Fuel and purchased power expense increased $60.5 million
due principally to increased sales and higher unit cost of fuel
and purchased power.  The higher fuel and purchased power expense
is largely recovered through a fuel adjustment clause, which
allows the timely recovery of these costs.  Depreciation expense
increased $12.7 million due primarily to higher plant balances.

Interest expense decreased by $5.3 million due primarily to the
reversal of $9.3 million of tax-related interest expense due to a
federal income tax settlement.  The decrease was partially offset
by higher interest expense associated with a capital lease related
to the eight percent leasehold interest in Jeffrey Energy Center
that the company acquired in April 2007 and increased long-term
debt outstanding.  Effective Jan. 1, 2007, the company began
recording interest related to income tax uncertainties as interest
expense instead of as income tax expense.

                        About Westar Energy

Headquartered in Topeka, Kansas, Westar Energy Inc. (NYSE:WR) --  
http://www.westarenergy.com/-- provides electric generation,  
transmission and distribution services to approximately 669,000
customers in Kansas.  Westar Energy provides these services in
central and northeastern Kansas, including the cities of Topeka,
Lawrence, Manhattan, Salina and Hutchinson.  Kansas Gas and
Electric Company, Westar Energys wholly owned subsidiary,
provides these services in south-central and southeastern Kansas,
including the city of Wichita.  Kansas Gas owns a 47% interest in
the Wolf Creek Generating Station, a nuclear power plant located
near Burlington, Kansas.  Both Westar Energy and KGE conduct
business using the name Westar Energy.

                          *     *     *

Fitch Ratings assigned its 'BB+' long term issuer default rating
on June, 2007 to Westar Energy Inc.  This rating still holds to
date.


WEST PLAINS IDA: S&P Cuts Rating on $27.010MM Bonds to B+
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B+' from
'BB' on the Industrial Development Authority of the City of West
Plains, Missouri's $27.010 million (series 1997B and 1999A)
hospital revenue bonds, issued for Ozarks Medical Center,
primarily based on OMC's overall weakened credit profile
exacerbated by the persistently low liquidity position.  The
outlook is stable.
     
"The lowered rating is based on a sharp decline in OMC's operating
margins for fiscals 2007 and 2006 and its significantly weakened
liquidity position," said Standard & Poor's credit analyst
Antoinette Maxwell.  "OMC also has sizable capital plans, and we
expect to see a debt service coverage covenant violation for the
unaudited fiscal year ended Dec. 31, 2007."
     
OMC's operating and excess incomes in fiscal 2007 and 2006
reflected sizable losses compared to solid margins in prior years.   
Operating and excess incomes were a negative $5.1 million
(negative 5% margin) and $4.6 million (negative 4.5% margin),
respectively, which generated a low maximum annual debt service
coverage of 1.5x.  OMC has indicated that it will not meet the
1.3x debt service coverage covenant as of Dec. 31, 2007, which
calculation includes OMC's lease agreements.  Fiscal 2007 results
are weaker compared to the losses reported in fiscal 2006, with
operating and excess incomes a negative $2.1 million (negative
1.9% margin) and a negative 1.4 million (negative 1.3% margin),
respectively.  OMC's derives more than 70% of net patient service
revenue from Medicare and Medicaid.  OMC's unaudited 2007
unrestricted liquidity totaled $5.9 million, which equates to a
slim 22 days' cash on hand and only 21% of outstanding long-term
debt.  This compares very unfavorably to unrestricted liquidity of
$9.0 million in fiscal 2004, which equaled 40 days' cash on hand
and 30% of outstanding long-term debt.  Leverage for fiscal 2007
is moderately high at 52%, an incremental increase from 49%
leverage in fiscal 2004.
    
OMC is a 114-bed sole community provider and the largest employer
in West Plains, a town in rural southwestern Missouri.


WESTERN SPRINGS: Moody's Cuts Rating on $125M Notes From A1 to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Western Springs CDO Ltd., and left on review for
possible further downgrade the rating of one of these classes.  
The notes affected by this rating action are:

Class Description: $200,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes

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

Class Description: $125,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $64,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes

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

Class Description: $20,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes

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

Class Description: $9,500,000 Class C Fifth Priority Senior
Secured Floating Rate Notes

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

Class Description: $28,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes

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

Class Description: $14,500,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes

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

Class Description: $16,250,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes

  -- 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 on
Feb. 5, 2008, as reported by the Trustee, of an event of default
caused by the Class A Sequential par Ratio falling below 100%, as
described in Section 5.1(i) of the Terms Supplement to the
Indenture dated April 26, 2007.

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

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

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


WESTWAYS FUNDING: Fitch Slashes Ratings of $31.5 Mil. Notes to BB
-----------------------------------------------------------------
Fitch Ratings has downgraded these classes of notes from Westways
Funding XI, Ltd. as:

  -- $172,000,000 class A-PT notes to 'AA' from 'AAA' and placed
     on Rating Watch Negative;

  -- $63,000,000 class A-2 notes to 'AA' from 'AAA' and placed on
     Rating Watch Negative;

  -- $30,000,000 class LA loan interests to 'AA' from 'AAA' and
     placed on Rating Watch Negative;

  -- $10,000,000 class B notes to 'A' from 'AA' and remains on
     Rating Watch Negative;

  -- $21,500,000 class LB loan interests to 'A' from 'AA' and
     remain on Rating Watch Negative;

  -- $23,000,000 class C notes to 'BB' from 'A' and remain on
     Rating Watch Negative;

  -- $8,500,000 class LC loan interests to 'BB' from 'A' and
     remain on Rating Watch Negative.

The ratings for each of the class A-PT, A-2, LA, B, LB, C, or LC
notes reflects the likelihood that investors will receive periodic
interest payments through the redemption date as well as their
respective stated principal balances.

The transaction is a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  The CDO has
overcollateralization tests designed to protect the notes from
declines in the market value of the portfolio.  The program has
triggered its NAV test and may not be able to cure them resulting
in a liquidation.  The downgrades and Rating Watch Negative
actions are due to the uncertainty in the proceeds that will be
achieved during a sale of assets given the price volatility that
even highly rated securities have seen in the current market
environment.  The recent additional volatility in agency
securities put noteholders at greater risk than with prior
liquidations.  The transaction currently has a portfolio of mostly
agency collateral.


WHITING PETROLEUM: Posts $45.7MM Earnings for 2007 Fourth Quarter
-----------------------------------------------------------------
Whiting Petroleum Corporation reported fourth quarter 2007 net
income of $45.7 million on total revenues of $232.3 million.  This
compares to fourth quarter 2006 net income of $27.9 million on
total revenues of $186.5 million.

For the full-year 2007 ended Dec. 31, 2007, Whiting reported net
income of $130.6 million on total revenues of $818.7 million.  
This compared to 2006 net income of $156.3 million on total
revenues of $778.8 million.

Discretionary cash flow in the fourth quarter of 2007 totaled
$139.9 million, compared to the $83.8 million reported for the
same period in 2006.  Discretionary cash flow in 2007 totaled
$422.2 million compared to $426.2 million in 2006.

The 64% increase in net income and the 67% increase in
discretionary cash flow in the fourth quarter of 2007 versus the
comparable 2006 period was primarily the result of a 48% increase
in the company's net realized oil price.

"This is an exciting time for Whiting and our shareholders as we
plan to build our 2008 production with additional drilling on our
2007 discoveries and the response from our CO2 injection," James
J. Volker, Whiting's chairman, president and chief executive
officer, commented.  "This year, we expect to show organic growth
in both production and reserves through our drilling programs in
the Bakken and in the Piceance Basin and from the implementation
of our two CO2 projects."

"To this end, we have set a 2008 capital budget of $640 million,
of which we plan to invest approximately 54% in exploration and
development of currently non-proved reserves," Mr. Volker
continued.  "This represents a change from 2007 when approximately
27% of our $556.6 million in exploration and development
expenditures was directed toward non-proved reserves."

"In 2007, $284.9 million was directed to our CO2 projects,
including CO2 purchases," Mr. Volker addded.  "In 2008, we expect
to invest approximately $154 million, including CO2 purchases, in
Postle and North Ward Estes. The $154 million is composed of
$80 million at Postle and $74 million at North Ward Estes."

"Therefore, investment in these properties will decline
approximately $130.9 million on a year-over-year basis," Mr.
Volker went on to say.  "In addition to the reserves we are
finding in the Bakken oil play and our Piceance Basin gas play,
over time we believe significant upside potential exists from 94.4
MMBOE of probable and possible reserves in the Postle, North Ward
Estes and ancillary fields."

"Our current mix of oil and natural gas reserves is 78% oil and
22% natural gas, and our production volumes are currently 67% oil,
including natural gas liquids, and 33% natural gas," Mr. Volker
elaborated.  "Crude continues to sell at a premium to natural gas
based on their approximate 6-to-1 Btu equivalency."

"We expect that relationship to continue," Mr. Volker concluded.

                About Whiting Petroleum Corporation
    
Based in Denver, Colorado, Whiting Petroleum Corporation, (NYSE:
WLL) -- http://www.whiting.com/-- is an independent oil     
and gas company that acquires, exploits, develops and explores for
crude oil, natural gas and natural gas liquids primarily in the
Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and
Michigan regions of the United States.

                           *     *     *

Whiting Petroleum Corp. continues to carry Moody's Investor
Services' 'Ba3' rating on its long term corporate family and
probability of default ratings, assigned on November, 2007.


WILLIAMS COMPANIES: Earns $225 Mil. in Quarter Ended December 31
----------------------------------------------------------------
Williams Companies Inc. reported 2007 unaudited net income of
$990 million compared with net income of $309 million for 2006.
          
For fourth-quarter 2007, the company reported net income of
$225 million compared with net income of $147 million for fourth-
quarter 2006.
          
Performances in the company's midstream, exploration & production
and gas pipeline businesses were the key drivers of the increase
in net income for both periods.  Key factors were natural gas
liquid margins remaining at high levels, continued natural gas
production growth, and the positive effect of new rates on two
pipeline systems.  The full-year period also benefited from the
absence of $249 million of litigation related pre-tax charges
recorded in second-quarter 2006.
          
These benefits were partially offset in the fourth quarter by a
loss, mark-to-market, of approximately $166 million related to the
sale of certain legacy natural gas contracts associated with the
former power business.
          
All prior-period amounts presented throughout this report have
been recast to reflect certain components of the former Power
segment as discontinued operations.  Williams closed the sale of
substantially all of its power assets to Bear Energy LP, a unit of
The Bear Stearns Companies Inc., in the fourth quarter.
          
Income or loss from discontinued operations includes the results
of the company's portfolio of power-related contracts, including
its portfolio of tolling, full-requirements and tolling-resale
contracts, well as related hedges, and the Hazleton power
generation plant.

                      Stock Repurchase Update
          
In July 2007, Williams' board of directors authorized the
repurchase of up to $1 billion of the company's common stock.  The
stock-repurchase program has no expiration date.
          
During 2007, the company purchased approximately 16 million shares
for $526 million under the program at an average cost of
$33.08 per share.

"Our businesses performed at exceptional levels during 2007,
delivering more than 60 percent growth in our recurring adjusted
earnings per share," Steve Malcolm, chairman, president and chief
executive officer, said. "We built on our strong track record of
creating value for Williams' shareholders.

"We also achieved several important milestones during the year,"
Mr. Malcolm said. "We divested our power business, began a stock
repurchase program and returned to investment grade.  We also made
two additional drop-downs to our midstream master limited
partnership and established a new MLP to own pipeline assets."

"Our future is bright -- Williams is well positioned to help meet
the country's growing demand for cleaner burning and domestically
produced energy.

"From our large-scale E&P and midstream operations in key natural
gas growth basins to our premier natural gas pipeline systems, we
have the assets and capabilities to continue delivering value
growth for our shareholders," Mr. Malcolm said.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $25.06 million, total liabilities of $18.68  and total
stockholders' equity of $6.37 million.   

                     About Williams Companies
    
Headquartered in Tulsa, Oklahoma, Williams Companies Inc. (NYSE:
WMB) -- http://www.williams.com/--, through its subsidiaries,  
finds, produces, gathers, processes and transports natural gas.  
Williams' operations are concentrated in the Pacific Northwest,
Rocky Mountains, Gulf Coast, Southern California and Eastern
Seaboard.

                          *     *     *

Fitch Ratings placed Williams Companies Inc.'s junior subordinated
debt rating at 'BB' in November 2007.  The rating still holds to
date.


YOUNG BROADCASTING: To Cut 11% Work Force to Save $15MM Annually
----------------------------------------------------------------
Young Broadcasting Inc. streamlined its station operations to save
an estimated $15 million on an annualized basis.  The plan
involved the use of new digital technologies and a comprehensive
reexamination of what is necessary to deliver quality, locally
oriented television broadcasting.  When complete, the company's
workforce will be reduced by about 11%.

Over the past few weeks, the company has implemented expense
reductions that will save approximately $13 million during the
remainder of 2008.  Once these savings are annualized, the company
will have reduced the cost of operating its stations by about
$15 million.  As a result of the personnel changes, the company
will incur an estimated $2.5 million of severance costs.

In addition to the initial savings, the company has identified
$4.5 million of additional savings that will be implemented in
2009 and 2010.  These savings are focused on purchases of outside
services and do not involve significant staffing reductions.

"This represents the second major initiative we have taken this
year to re-launch the company," Vincent Young, chairman of Young
Broadcasting Inc., stated.  "In January we disclosed the hiring of
Moelis & Company to sell KRON-TV in San Francisco.  The expense
savings program announced today significantly reduces the cash
expenditures throughout our station group."

"In addition, we are pursuing other plans, that we believe will
lead to significant savings in corporate overhead and station
operations beyond the amounts described above." Mr. Young
continued.  "These moves are not focused on personnel reductions,
but target the outside services that the Company has previously
purchased.  We fully expect to continue to reduce our costs each
quarter this year."

"These cost savings plans are the result of 18 months work by
senior management and the general managers at all of our
stations," Mr. Young noted.  "Their thoughtful input has allowed
us to balance the goal of serving the local communities" specific
needs with our goal to operate in the most efficient manner.  I am
very proud of our entire management team's efforts to achieve this
strategy.  None of the changes we are making would be possible
without the dedication of our employees who represent the best
professionals in the broadcast industry."

"Historically, our company has been most comfortable operating
with a leverage ratio between 5.5 and 6.5 times," James Morgan,
chief financial officer for Young Broadcasting remarked.  "Our two
strategic moves, the planned sale of KRON-TV and dramatically
improving our productivity, puts us firmly on the road to
returning to those levels."

The company's new initiative also includes these actions on a
going forward basis:

   -- operate the stations on a zero to negative expense increase
      basis;
   -- re-allocate resources to focus on improving news reporting
      and news gathering functions important to local needs of the
      communities served;
   -- earmark capital investments of $5 million in 2008, these
      purchases are centered on the increased use of technology to
      more efficiently support operations;
   -- increase use of the video journalist approach to expanding
      news gathering capabilities and introduction of server based
      systems to efficiently produce newscasts;
   -- maintain a long-term view of its business that is not
      dependent on any short-term events.

"These initiatives will allow the Company to continue to be among
the most productive and highest quality television groups in the
country," Mr. Young concluded.  "I am confident that we are well
positioned for the future."

                         Nasdaq Delisting

The company received a notice from The Nasdaq Stock Market Inc.
stating that the minimum bid price of its common stock had fallen
below $1 for the prior 30 consecutive business days and that its
common stock is, therefore, subject to delisting from The Nasdaq
Global Market.  Nasdaq Marketplace Rule 4450(a)(5) requires a $1
minimum bid price for continued listing of an issuer's common
stock.

In accordance with Nasdaq Marketplace Rule 4450(e)(2), the company
has until Aug. 13, 2008, or 180 calendar days from Feb. 15, 2008,
to regain compliance.  The company can regain compliance with the
minimum bid price rule if the bid price of its common stock closes
at $1 per share or more for a minimum of 10 consecutive business
days during the 180 calendar day period.  

If the company regains compliance at anytime before Aug. 13, 2008,
the Nasdaq staff will provide the company with written
notification that it has achieved compliance with Nasdaq
Marketplace Rule 4450(a)(5).  However, if the company is unable to
regain compliance by Aug. 13, 2008, the Nasdaq staff will provide
the company with written notification that its common stock will
be delisted.

                    About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations    
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Young Broadcasting Inc.'s balance sheet at Sept. 30, 2007, showed  
total assets of $737 million and total liabilities of
$953.8 million, resulting in a stockholders' deficit of
$216.8 million.


* Fitch Says Equipment Lease ABS Delinquencies Climbed in January
-----------------------------------------------------------------
Delinquencies in equipment lease asset-backed securities climbed
further in January based on the aggregate portfolio of small/mid-
ticket and heavy metal transactions in the index.  First quarter
delinquencies are following historical seasonal trends experienced
in prior years, whereby delinquency rates generally increase
during the first quarter.  As of month end January 60+ day
delinquencies were 0.89% compared to 0.80% and 0.77% in December
2007 and January 2007, respectively.  Although delinquencies have
continued to increase, albeit at minimal levels, transaction
specific performance across both portfolios continues to perform
with in expectations.  As a result, near-term negative rating
actions are not expected.

Small/Mid-Ticket Portfolio Performance:

In the small/mid-ticket portfolio, delinquencies across the 30-60
and 90+ day buckets declined, while the 61-90 day bucket increased
from December 2007 levels.  30-60 day delinquencies were 1.16% in
January compared to 1.52% in December.  As expected, the 60-90 day
bucket increased slightly to 0.53% from 0.38% in December due to
the roll-over of the 30-60 day delinquencies.  Similar to early
stage delinquencies, late-stage delinquencies decreased slightly
to 0.62% from 0.66% in December.  The slight decline in
delinquencies was primarily driven by the redemption of two
transactions which represented 2.47% of collateral balance and
2.74% of total delinquencies in December.  Overall, transaction
specific performance remains within Fitch's expectations.

Heavy Metal Portfolio Performance:

Delinquencies continue to increase during the first quarter,
following historical seasonal trends.  The 60+ day bucket
increased to 0.73% from 0.65% in December 2007 and 0.50% in
January 2007.  The increase in delinquencies was expected, as the
construction sector remains stressed due to the decline in housing
starts and growing concerns related to the commercial real estate
sector.  In spite of the slight upticks in delinquencies, overall
transaction specific performance remains within Fitch's
expectations, resulting in sufficient credit enhancement support
across transactions.

Equipment lease delinquencies and losses have increased steadily
over the past six months.  However, to date transactions continue
to perform within expectations.  Fitch expects the increasing
delinquency trend to continue into 2008 and will continue to
actively monitor its portfolio for any signs of significant
deterioration.


* Moody's Expects Continued Low Prepayment Rates on Subprime Loans
------------------------------------------------------------------
The rate of prepayments on subprime adjustable rate mortgage loans
originated since the middle of 2005 has been markedly slower than
for loans originated in preceding years, Moody's Investors Service
details in a new report.  Moody's expects the low prepayment rates
to continue.

Moody's says the prepayment rates for the pools of loans backing
residential mortgage-backed securities have been falling with each
successive year of origination since 2005.

For example, the constant prepayment rate for the 2006 vintage of
RMBS 15 months after securitization was less than half the average
CPR for the prior four vintages at the same time since issuance.

The slowdown in prepayments, if it persists, will be one of the
contributors of potentially higher losses for subprime RMBS
transactions, says Moody's.

Moody's explains that, historically, the vast majority of
prepayments occur when borrowers either refinance their existing
mortgages or sell their homes.  With adjustable rate mortgages,
prepayments have tended to spike around the 24th month, as
borrowers refinance to avoid what are often steep payment resets.

"Many borrowers who took out ARMs did so with the belief that they
would be able to refinance their loans at reset," says Moody's
associate analyst Karandeep Bains.  "Without that ability to
refinance, those borrowers might not be able to make the higher
payments after reset and will have a higher likelihood of becoming
delinquent."

Several factors are combining to slow the rate of refinancings and
hence prepayments, says Moody's.

First, the deterioration in the housing market has led many
homeowners that bought their homes at higher prices in late 2005
or 2006 have little or negative equity in their homes, making
their refinancing difficult.

Second, lenders have tightened their lending standards as the
housing market has slowed down.

Third, the recent credit crunch has caused several large lenders
to close their mortgage origination businesses entirely, reducing
the number of lenders offering subprime loans for refinancing.

Some developments that might help increase prepayment speeds are
active loan modifications on the part of loan sevicers and federal
policy changes such as the new FHASecure program to guarantee
loans of borrowers with strong credit histories.  However, it is
not clear that lenders will use loan modifications to a large
enough extent to have a significant impact on the market's overall
credit performance, says Moody's.


* S&P Takes Various Rating Actions on Synthetic CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic collateralized debt obligation
transactions:

  -- S&P lowered 50 ratings, 14 of which remain on CreditWatch
     with negative implications;

  -- S&P placed 22 ratings on CreditWatch negative;

  -- S&P withdrew one rating after the class was redeemed; and

  -- S&P affirmed one rating and removed it from CreditWatch
     negative.
     
Standard & Poor's reviewed the ratings on all of the classes S&P
had previously placed on CreditWatch negative to determine the
appropriate rating action.  If the synthetic rated
overcollateralization (SROC) ratio was lower than 100% at the
current date and at a 90-day-forward projected date, S&P lowered
the rating on the tranche.  If the SROC ratio was lower than 100%
at the current date at the lower rating level and above 100% at a
90-day-forward projected date, S&P lowered the rating on the
tranche and left it on CreditWatch negative.  S&P affirmed the
ratings on the classes that had an SROC ratio above 100% at the
current rating level.
     
                            Ratings List

                    Brushfield CDO 2007-1 Ltd.

                                   Rating
                                   ------
       Class                 To              From
       -----                 --              ----
       A-1LB                 CCC-            AAA/Watch Neg
       A-2L                  CCC-            AA/Watch Neg
       A-3L                  CCC-            A/Watch Neg
       B-1L                  CCC-            BBB/Watch Neg
       B-2L                  CCC-            BB/Watch Neg

                        Calibre 2004-XI Ltd

                                   Rating
                                   ------
       Class                 To              From
       -----                 --              ----
       Single Tranche        AA-p            AA+p/Watch Neg

                         Claris III Ltd.
                         Series 11/2007

                                   Rating
                                   ------
       Class                 To              From
       -----                 --              ----
       11/2007               AA+             AAA/Watch Neg

                   Corsair (Jersey) No. 4 Ltd.
                            Series 13

                                   Rating
                                   ------
       Class                 To              From
       -----                 --              ----
       Notes                 AA+/Watch Neg   AAA/Watch Neg

             Credit and Repackaged Securities Ltd
                         Series 2007-18

                                   Rating
                                   ------
       Class                 To              From
       -----                 --              ----
       Notes                 A/Watch Neg     AA-/Watch Neg

                        Credit Default Swap
        The Bank of Nova Scotia & Script Securitisation Ltd.

                                   Rating
                                   ------
       Class                 To                  From
       -----                 --                  ----
       Tranche               BBB+srp/Watch Neg   A-srp/Watch Neg

                        Credit Default Swap
        Swap Risk Rating Portfolio CDS Reference #C1355189M

                                   Rating
                                   ------
       Class                 To                 From
       -----                 --                 ----
       Swap                  AAAsrp/Watch Neg   AAAsrp

                       Credit Default Swap
         Swap Risk Rating Portfolio, CDS Reference #230681
                      Series MAPLES 2007-12

                                    Rating
                                    ------
       Class                 To                From
       -----                 --                ----
       Tranche               BBB+srp           A-srp/Watch Neg

                       Credit Default Swap
     Swap Risk Rating Portfolio - Deutsche Bank AG - Abu
Dhabi                       
                      Commerical Bank PJSC

                                     Rating
                                     ------
       Class                 To                 From
       -----                 --                 ----
       Swap                  Asrp/Watch Neg     Asrp

                       Credit Default Swap
Swap Risk Rating Portfolio - Deutsche Bank AG - BBK B.S.C. -
CDS                
                      Reference # C1315268M

                                    Rating
                                    ------
       Class                 To                 From
       -----                 --                 ----
       Swap                  AAsrp/Watch Neg    AAsrp

              Delaware TIERS Credit Backed Trust 2004-32

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Senior certs          NR              AA

                           Herald Ltd.

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       24                    A/Watch Neg     AA/Watch Neg

                    Irvington SCDO 2004-1 Ltd.

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       A-3L                  BBB-/Neg        BBB/Neg
       A-3L1                 BBB-/Neg        BBB/Neg
       B1-L1                 BB              BB+/Neg
       B-1F                  BB              BB+/Neg

                    Morgan Stanley ACES SPC
                         Series 2006-9

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       IA                    A-              A+/watch neg   

                   Morgan Stanley ACES SPC
                         Series 2006-10

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       II                    A-              A/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-14

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       II                    A-              A/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-18

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Notes                 AA+            AAA/ Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-21

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       IA                    AA-            AA/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2007-8

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       A1                    AA/Watch Neg     AA
       A2                    AA/Watch Neg     AA
       IA                    A-/Watch Neg     A+/Watch Neg
       IB                    A-/Watch Neg     A+/Watch Neg
       IIA                   BBB+             A/Watch Neg

                        PARCS Master Trust
                   Class 2007-3 calvados units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            A+              AA-/Watch Neg   

                       PARCS Master Trust
                    Class 2007-4 calvados units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            A+/Watch Neg    AA/Watch Neg   

                       PARCS Master Trust
                   Class 2007-5 calvados units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            A-              A+/Watch Neg   

                       PARCS Master Trust
                   Class 2007-6 calvados units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            BBB+            A-/Watch Neg   

                       PARCS Master Trust
                   Class 2007-7 calvados units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            AA/Watch Neg    AAA/Watch Neg   

                       PARCS Master Trust
                   Class 2007-8 calvados units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            A/Watch Neg     AA/Watch Neg   

                       PARCS Master Trust
                   Class 2007-11 mcKinley units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            A+              AA/Watch Neg   

                       PARCS Master Trust
                   Series 2007-19 eaglewood units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       TrustUnits            A               AAA/Watch Neg

                       PARCS Master Trust
                   Series 2007-20 eaglewood units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust units           BBB+            AA/Watch Neg

                       PARCS Master Trust
                   Series 2007-21 eaglewood units

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust units           BBB+            AA/Watch Neg

                       Primoris SPC Ltd

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       A1-7                  AAA/Watch Neg   AAA
       A1-7-2                AAA/Watch Neg   AAA
       A2-7                  AAA/Watch Neg   AAA
       A3-10-2               AAA/Watch Neg   AAA
       A3-7                  AAA/Watch Neg   AAA
       A5-7                  AAA/Watch Neg   AAA
       A6-7                  AAA/Watch Neg   AAA
       B1-7                  AA/Watch Neg    AA
       B2-10-2               AA/Watch Neg    AA
       B2-7                  AA/Watch Neg    AA
       B3-7                  AA/Watch Neg    AA
       C3-7                  AA-/Watch Neg   AA-
       D1-7-2                A/Watch Neg     A
       D3-10                 A/Watch Neg     A
       E3-7                  A-/Watch Neg    A-
       F1-10                 BBB/Watch Neg   BBB

               Primus Managed PRISMs 2004-1 Ltd.

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       A-F                   BBB+/Watch Neg  A-/Watch Neg
       B-2L                  BBB-            BBB/Watch Neg

                   Rutland Rated Investments
                   Bedford 2006-1 (series 30)

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       A1-L                  AA              AA+/Neg

                   Rutland Rated Investments
                   Rumson 2007-2 (series 42)

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       A1-L1                 AAA             AAA/Watch Neg   

                     STARTS (Ireland) PLC
                        Series 2007-22

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Notes                 AA-/Watch Neg   AA/Watch Neg

  STEERS Credit Linked Trust Bespoke Credit Tranche Series 2005-6

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Cert            BBB+            A/watch neg

       STEERS Credit Linked Trust Minoa Tranche Series 2006-1

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Cert            BBB-            BBB+/Watch Neg

         STEERS Randolph Gate CDO Trust Series 2006-1

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Trust Unit            BBB              BBB+/Watch Neg

                       Strata 2006-36 Ltd.

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Notes                 AA              AAA/Watch Neg   

                   Strata Trust Series 2007-6

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Notes                 A/Watch Neg     A+/Watch Neg

                      Terra CDO SPC Ltd.
                 Series 2007-1 SEGREGATED PORT

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       A1                    A                AA-/Watch Neg
       B1                    BBB+             A-/Watch Neg

   TIERS Hawaii Floating Rate Credit Linked Trust Series 2007-22

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Certs                 BBB             AA-/Watch Neg

           TIERS Maine Floating Rate Credit Trust 2007-24

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Cert                  AA              AAA/Watch Neg

  TIERS Missouri Floating Rate Credit Linked Trust Series 2007-1

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Tranche               A/Watch Neg     A

   TIERS Montana Floating Rate Credit Linked Trust Series 2007-3

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Certificat            A                 AA-/Watch Neg

  TIERS Vermont Floating Rate Credit Linked Trust Series 2007-23

                                      Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Certs                 A-              AA-/Watch Neg

                      Toronto-Dominion Bank
                  CAD 48,031,000 CLNs (Gatehouse)

                                     Rating
                                     ------
       Class                 To              From
       -----                 --              ----
       Prt Cr Lnk            B+              BB-/Watch Neg


* S&P Downgrades Ratings on Nine RMBS on Declining Credit Support
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of residential mortgage-backed securities from three
transactions backed by prime jumbo mortgage collateral.  S&P
removed one of the lowered ratings from CreditWatch with negative
implications.  At the same time, S&P affirmed its ratings on 46
classes from these three deals.
     
The lowered ratings are based on the deterioration of available
credit support for these transactions in combination with
projected credit support percentages -- based on the delinquency
pipeline -- that are insufficient to maintain the ratings at their
previous levels.  The failure of credit support to cover losses
over time led to a principal write-down to class I-B-4 from
BellaVista's series 2004-1 in July 2007.  Over the past 12 months,
severe delinquencies (90-plus days, foreclosures, and REOs) have
increased an average of $1.235 million.  During the same time
period, the pool balances of the transactions have decreased an
average of $24.2 million.  As a result, the ratio of credit
support to severe delinquencies has decreased.  Based on the
delinquency pipeline, losses are projected to further reduce
credit enhancement levels.  
     
Cumulative losses in these transactions ranged from 0.04% to 0.23%
of the original pool balances, while severe delinquencies ranged
from 0.28% to 6.56% of the current pool balances.
     
The affirmations are based on adequate credit enhancement to
support the ratings at their current levels.  Subordination is the
predominant form of credit support protecting the certificates
from losses.
     
The underlying collateral backing these transactions consists of
prime jumbo, first-lien mortgage loans secured by one- to four-
family residential properties.

                         Ratings Lowered

                                                        Rating
                                                        ------
   Issuer                                      Class   To   From
   ------                                      -----   --   ----
   WaMu Mortgage Pass-Through Certificates     
   2004-S3 Trust                               B-5     CCC   B  
   BellaVista Mortgage Trust 2004-1            I-B-2   BBB   BBB+
   BellaVista Mortgage Trust 2004-1            I-B-3   CCC   B
   BellaVista Mortgage Trust 2004-1            II-B-3  B     BB
   BellaVista Mortgage Trust 2004-1            II-B-4  CCC   B  
   Citigroup Mortgage Loan Trust Inc. 2004-2   B-2     BBB   A
   Citigroup Mortgage Loan Trust Inc. 2004-2   B-3     B
BBB           
   Citigroup Mortgage Loan Trust Inc. 2004-2   B-4     CCC   BB   

       Rating Lowered and Removed From CreditWatch Negative
  
            Citigroup Mortgage Loan Trust Inc. 2004-2

                                         Rating
                                         ------
       Series        Class          To             From
       ------        -----          --             ----
       2004-2        B-5            CCC            B/Watch Neg

                        Ratings Affirmed

       WaMu Mortgage Pass-Through Certificates 2004-S3 Trust
               Mortgage pass-through certificates

     Series    Class                                      Rating
     ------    -----                                      ------
     2004-S3   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6   AAA
     2004-S3   2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6   AAA
     2004-S3   2-A-7, 2-A-8, 3-A-1, 3-A-2, 3-A-3, R, X    AAA
     2004-S3   P                                          AAA
     2004-S3   B-1                                        AA
     2004-S3   B-2                                        A
     2004-S3   B-3                                        BBB
     2004-S3   B-4                                        BB

                BellaVista Mortgage Trust 2004-1
               Mortgage pass-through certificates
   
     Series    Class                                      Rating
     ------    -----                                      ------
     2004-1    I-A, I-A-IO, II-A-1, II-A-2, II-A-2-IO     AAA
     2004-1    II-A-3, II-A-4, II-A-4-IO, II-A-5, I-M     AAA
     2004-1    II-M                                       AA+
     2004-1    I-B-1                                      AA
     2004-1    II-B-1                                     AA-
     2004-1    II-B-2                                     BBB

             Citigroup Mortgage Loan Trust Inc. 2004-2
                 Mortgage pass-through certificates

     Series    Class                                      Rating
     ------    -----                                      ------
     2004-2    I-A-1, I-A2, II-A1, PO-1, PO-2             AAA
     2004-2    IO-1, IO-2                                 AAA
     2004-2    B-1                                        AA


* S&P Puts Ratings on 1,887 RMBS Classes on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 1,887
classes of residential mortgage-backed securities backed by U.S.
first-lien Alternative-A mortgage loan collateral issued during
2006 and the first half of 2007 on CreditWatch with negative
implications.  The classes are from 404 RMBS transactions.

Alt-A loans are first-lien residential mortgages that generally
conform to traditional "prime" credit guidelines.  However, the
loan-to-value ratio, loan documentation, occupancy status,
property type, or other factors prevent these loans from
qualifying under standard underwriting programs for prime jumbo
and prime quality conforming loans.

In aggregate, the affected classes represent an original par
amount of approximately $13.96 billion, which is 2.5% of the
$673.24 billion original par amount of U.S. first-lien Alt-A
mortgage collateral rated by Standard & Poor's during 2006 and the
first half of 2007.  The certificates with ratings placed on
CreditWatch negative have a current balance of $12.93 billion.  
The affected Alt-A transactions are collateralized by negative-
amortization (payment-option adjustable-rate mortgage {ARM}),
short-reset hybrid ARM (2/28 and 3/27), and fixed-rate and longer-
dated hybrid ARM loans.  The rating actions affected the various
collateral types:

                            ALT-A TYPE
                       2/28 and 3/27 hybrid


percentage                                                                     
                               affected      rated      of amount
No. rtgs  percentage rtgs     (billion)     (billion)  rated
--------  ---------------     ---------     ---------  ----------
530       25.46%              $6.58         $82.36     8.0%
  
                            ALT-A TYPE
                       Negative amortization


percentage                                                                     
                               affected      rated      of amount
No. rtgs  percentage rtgs     (billion)     (billion)  rated
--------  ---------------     ---------     ---------  ----------
607       24.03%              $4.06         $128.78    3.15%

                           ALT-A TYPE
                    Fixed and long-reset hybrid
              (fixed period of more than three years)


percentage                                                                     
                               affected      rated      of amount
No. rtgs  percentage rtgs     (billion)     (billion)  rated
--------  ---------------     ---------     ---------  ----------
750       6.15%               $3.32         $462.10    0.72%

IMPACT ON CDOs, ABCP, AND SIVs Standard & Poor's is also reviewing
its rated collateralized debt obligation transactions with
exposure to the affected U.S. Alt-A RMBS classes.  Where
appropriate, S&P will take action on the affected CDO classes
within the next several days.

Standard & Poor's has completed its global review of its rated
asset-backed commercial paper conduits with exposure to these U.S.
Alt-A RMBS classes and confirms that the ratings on these ABCP
conduits are not adversely affected by these rating actions.

Standard & Poor's has also reviewed all rated structured
investment vehicle and SIV-lite structures with regard to exposure
to these U.S. Alt-A RMBS classes.  This review showed that the
ratings on these SIVs are not adversely affected by these rating
actions.

The classes affected by the CreditWatch actions were distributed
throughout the rating spectrum.  By number of ratings, the
CreditWatch actions predominantly affected the 'BBB' and lower
rating categories(55.01%).  The ratings associated with the
CreditWatch placements, as a percentage of the total
$13.96 billion in affected securities, are:

  Rating      No. of       Orig. cert         percentage of total
  category    classes      bal.               actions by bal.
  --------    -------      ----------         -------------------
  AAA         33           $3,857,458,915        27.64%
  AA+         37             $602,850,000         4.32%
  AA          66             $778,680,000         5.58%
  AA-         106            $696,777,000         4.99%
  A+          142            $968,101,000         6.94%
  A           218          $1,289,985,532         9.24%
  A-          116            $574,168,330         4.11%
  BBB+        131            $657,072,400         4.71%
  BBB         208            $979,594,200         7.02%
  BBB-        149            $613,914,308         4.40%
  BB+         109            $439,430,300         3.15%
  BB          208            $907,460,107         6.50%
  BB-         87             $394,950,000         2.83%
  B+          46             $208,144,600         1.49%
  B           202            $858,177,911         6.15%
  B-          29             $131,367,000         0.94%
  ========    =======      ===============    ===================
  Total       1,887        $13,958,131,603      100.00%

These CreditWatch actions reflect a persistent rise in the level
of delinquencies among the Alt-A mortgage loans supporting these
transactions.  As of the January 2008 distribution period, total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) for the affected 2006 transactions
represented 10.10% of the current aggregate pool balance, which
is 17.17% higher than the 8.62% reported for all of the Alt-A
transactions issued in 2006.  The transactions backed by fixed-
rate and long-reset hybrid loans had severe delinquencies of
8.75%, while deals backed by negative-amortization and short-reset
hybrid loans had severe delinquencies of 8.83% and 14.14%,
respectively.  The affected transactions from the 2007 vintage had
severe delinquencies of 5.73%, which is 24.57% higher than the
4.60% experienced by the entire vintage.  The transactions backed
by fixed-rate and long-reset hybrids, negative-amortization, and
short-reset hybrid loans had severe delinquencies of 6.33%, 3.45%,
and 10.69%, respectively.

In addition, S&P is reviewing the affected Alt-A transactions with
respect to the revised assumptions S&P uses for the surveillance
of U.S. RMBS, as noted in its Jan. 18, 2008, revised assumptions
announcement.  It is possible that the continued decline in
performance and the fundamental changes to S&P's analysis, which
includes the extension of S&P's stresses of the expected loss
amount over the lifetime of the transactions, the potential for
revisions to its expected losses, and revisions to its assumptions
on the availability of excess spread, will have an adverse impact
on S&P's ratings.


* Spreads on Asset-Backed Securities Rises to Record High
---------------------------------------------------------
Bloomberg reports that the spreads investors demand on bonds
"backed by assets from commercial mortgages to credit cards"
soared to new highs last week, as the debt-market slump prompted
banks, hedge funds and other investors to avoid the securities.

The spread widening may mean more losses for the world's largest
banks, which have reported more than $180.0 billion in mortgage-
related losses.

Bloomberg says that yields on 3-year, AAA rated credit-card bonds
with floating rates increased to 75 basis points over LIBOR, up
from 40 basis points at the start of the year, citing data from
Deutsche Bank AG.  Spreads over 3-year swap rates for 3-year, AAA
rated fixed-rate auto-loan securities rose to 140 basis points, up
from 75 basis points.  The average spread over U.S. Treasuries on
AAA rated commercial-mortgage securities rose to 364 basis points,
from 167 basis points on Dec. 31, according to Lehman Brothers
Holdings Inc.

Spreads for three-year AAA bonds backed by U.S. subprime or home-
equity loans rose to 380 basis points, up from 250 basis points,
according to index data from Deutsche Bank.


* Deloitte's Sheila T. Smith Wins Executive of the Year Award
-------------------------------------------------------------
The New York Institute of Credit Women's Division named Sheila T.
Smith, principal and national leader of the Reorganization
Services group of Deloitte Financial Advisory Services LLP,
Executive of the Year.  Additionally, it was disclosed that
Ms. Smith has been named as one of three new members of the NYIC
board of directors.

This is the first year that the NYIC Women's Division has
identified an Executive of the Year.  The Executive of the Year
award recognizes excellence in entrepreneurial spirit and is
presented to those individuals who have achieved noteworthy
success in business or who have assisted other women in achieving
their goals.  By acknowledging excellence in business, leadership
and a commitment to fostering the growth and success of other
women in business, the NYIC Women's Division hopes to inspire
women to succeed and to help other women achieve success in
business and in life.

"During her three years of membership in the NYIC, Sheila has
proven to be a market leader who some of the world's largest
companies have turned to for advice," Harvey Gross, managing
director, New York Institute of Credit, said.  "She has
demonstrated her commitment to mentoring and supporting other
women in the often male-dominated credit industry, and she has
made an enormous contributions to the educational efforts of the
NYIC by actively participating in our organization's numerous
panels and workshops.  It is for all of these reasons that we are
thrilled to not only award her as Women's Division Executive of
the Year, but also appoint her as a new board member."

During her more than 15 years of industry experience, Ms. Smith
has worked in turnaround, bankruptcy and restructuring advisory
for diverse parties-in-interest including debtors, secured
creditors and unsecured creditor committees in the manufacturing,
retail, distribution and high technology industries.  She has
assisted several private equity firms and publicly traded clients
as they assess portfolio companies with respect to financial
issues and has helped formulate exit strategies designed to
maximize recovery.

A Certified Insolvency and Restructuring Advisor, Ms. Smith is a
member of the American College of Bankruptcy, Association of
Insolvency & Restructuring Advisors, American Bankruptcy
Institute, Commercial Law League of America and the International
Women's Insolvency and Reorganization Confederacy.  She has held
leadership roles in the Turnaround Management Association of New
England, for which she served as president, and the Turnaround
Management Association International, for which she was vice
president of education.

Ms. Smith earned her undergraduate and master's degrees from SUNY
Buffalo University; she then went on to earn an MBA from Boston
University.

                          About Deloitte

Deloitte Financial Advisory Services LLP, a subsidiary of Deloitte
LLP -- http://www.deloitte.com/-- advises clients on managing  
business controversy and disputes, executing deals, and
maintaining regulatory compliance.


* Vera O. Kachnykewych Leads Gersten Savage's Banking and Finance
-----------------------------------------------------------------
Vera O. Kachnykewych joined Gersten Savage LLP as partner.  She
specializes in international banking and finance, advising
foreign and U.S.-based financial institutions and money services
businesses on regulatory, transactional and legislative matters.
She will oversee the firm's banking and finance practice.

With a 25-year legal career, Ms. Kachnykewych joined Gersten
Savage from Dorsey & Whitney LLP, New York, where she was of
counsel in the firm's commercial and banking department.  Her
experience includes serving as the principal bank regulatory
lawyer in the corporate finance group of Kaye Scholer Fierman,
Hays & Handler, New York, as a corporate attorney at Jones Day,
Reavis & Pogue, Washington, D.C., and as associate counsel in
the corporate group of Bank of Boston Corporation.

"As a senior bank regulatory and international finance partner,
Vera will oversee our growing international banking practice," Jay
Kaplowitz, founding partner, said.  "We are delighted to welcome
her to the firm."

"We are pleased to welcome Vera to our firm, Eric Roper, chairman
of the firm's lateral recruiting committee, commented.  "She is an
exceptional attorney and her addition to our firm is a validation
of our lateral recruiting efforts."

Ms. Kachnykewych represents clients on a variety of matters
including entry into the U.S. by foreign banks and securities
firms; de novo bank and bank holding company formation; mergers
and acquisitions; and regulatory enforcement actions.  

She advises on regulatory concerns related to the development of
new bank products; privatization; regulatory compliance, including
anti-money laundering compliance; and the federal legislative
process.  She also has provided regulatory advice in connection
with litigation matters involving financial institutions.

A graduate of St. John Fisher College, Ms. Kachnykewych earned her
J.D. at the University of Detroit School of Law and an LL.M in
banking law at Boston University School of Law. She is admitted to
the bar in New York, the District of Columbia, Massachusetts,
Michigan and the United States District Court for the Eastern
District of Michigan.

                   About Gersten Savage LLP

Gersten Savage LLP, founded in 1977, is a full-service firm,
Gersten Savage's practice groups cover corporate, finance, tax,
litigation, bankruptcy, real estate, and intellectual property in
the United States and throughout the world.  The firm has about 50
employees.  Gersten Savage represents issuers and broker dealers
on matters ranging from private placements, public underwritings,
regulatory compliance, and merger and acquisitions.  The firm also
represents principals in the establishment of hedge funds and off-
shore financing entities.   In addition, the firm represents
start-up companies, established public and private enterprises,
domestic and offshore investment partnerships, and registered
investment advisors.

Its international and tax planning division is able to
provide a full range of legal services to its clients is enhanced
by intellectual property, bankruptcy and real estate expertise.
The firm's clients span a broad range of industries, including
investment banking, e-commerce, consumer products, insurance,
health-care, manufacturing, importing, mining, oil and gas,
distribution, and retailing.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          83       30
Bare Escentuals         BARE       (132)         214       70
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Cheniere Energy         CQP        (227)       1,905      146
Claymont Stell          PLTE        (40)         158       80
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (619)         703       48
Deltek Inc              PROJ        (89)         166      (28)
Domino's Pizza          DPZ      (1,434)         497       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Extendicare Real        EXE-U       (24)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
IDEARC Inc              IAR      (8,600)       1,667      205
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
Koppers Holdings        KOP         (14)         669      189
Linear Tech Corp        LLTC       (564)       1,410      912
Maxxam Inc              MXM        (242)         544      120
National Cinemed        NCMI       (579)         439       40
Nexstar Broadcasting    NXST        (87)         708      (19)
Primedia Inc            PRM        (129)         282        6
RSC Holdings Inc        RRR         (44)       3,460     (128)
Sealy Corp.             ZZ         (113)       1,025       22
Sonic Corp              SONC       (102)         765      (27)
Stelco Inc              STE         (64)       2,657      693
Theravance              THRX        (66)         162      101
Town Sports Int.        CLUB         (6)         483      (71)
Valence Tech            VLNC        (61)          20        8
Warner Music Gro        WMG         (47)       4,599     (764)
WR Grace & Co.          GRA        (383)       3,871   (1,057)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Ludivino Q. Climaco, Jr., Loyda I.
Nartatez, Philline P. Reluya, Shimero R. Jainga, Joel Anthony G.
Lopez, Tara Marie A. Martin, Melanie C. Pador, Ronald C. Sy, Cecil
R. Villacampa, Ma. Cristina I. Canson, Christopher G. Patalinghug,
Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                    *** End of Transmission ***