TCR_Public/080305.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 5, 2008, Vol. 12, No. 55

                             Headlines

ABITIBIBOWATER INC: Incurs $250MM Net Loss for 2007 Fourth Quarter
ABITIBIBOWATER INC: Seeks to Finance Debts Maturing in 2nd Quarter
ABRAHAM BURNETTE: Case Summary & Seven Largest Unsecured Creditors
ADVANCED CELL: Inks Patent License Pact with Pharming Technologies
ADVANCED CELL: Issues $600,000 Convertible Note to JMJ Financial

AIRPORT NORTH: Case Summary & 36 Largest Unsecured Creditors
AMERICAN AXLE: Work Stoppage of UAW Members Still in Effect
AMERICAN IRONHORSE: Involuntary Chapter 11 Case Summary
AMERICAN STANDARD: Files for Chapter 11 Protection
AMERICAN STANDARD: Case Summary & 25 Largest Unsecured Creditors

AMBAC FINANCIAL: Won't Split Business; Gets Cash Infusion Instead
BALLANTYNE RE: Fitch Holds Low-B Ratings on $300 Million Notes
BH BOULDERS: Case Summary & Three Largest Unsecured Creditors
BLACK DIAMOND: Case Summary & 160 Largest Unsecured Creditors
BLAISE PROVITOLA: Case Summary & Eight Largest Unsecured Creditors

BMO FINANCIAL: Fails to Restructure Apex and Sitka Trusts
BON-TON STORES: David Zant Quits as Vice Chairman of Private Brand
BUFFETS HOLDINGS: Court OKs L/C Reimbursement Pact With U.S. Bank
BUFFETS HOLDINGS: Can Sell Properties in Ohio and Illinois
BUFFETS HOLDINGS: Committee to Hire FTI as Financial Advisors

BUILDING MATERIALS: Lenders Reduce Revolving Credit Line to $200M
CHARYS HOLDING: U.S. Trustee Appoints Five Member Creditors Panel
CHARYS HOLDING: Taps Michael Brenner as Special Counsel
CHASE COMMERCIAL: S&P Junks Rating on Class L Certs. From 'B-'
CHRYSLER LLC: Corrects Erroneously Reported $2.7 Billion Loss

CITIGROUP MORTGAGE: Moody's Lowers Ratings on Three Cert. Classes
DADELAND MALL: S&P Confirms Low-B Ratings on Five Cert. Classes
DANA CORP: Allowed Unsecured Claims Total $2 Billion
DELPHI CORP: Court Extends Lease Decision Deadline to March 31
DELPHI CORP: Court Extends Deadline to Remove Civil Actions

DELTA AIR: Ten Retirees Seek Allowance of 'Look Back' Claims
DELTA AIR: Wants Until October 21 to Resolve Disputed Claims
DELTA AIR: Bell Atlantic Appeals TIA/SLV Claims Disallowance
DIASYS CORP: Common Stock Delisted from OTC Bulletin Board
DONNA MILDRED BUICE: Voluntary Chapter 11 Case Summary

DRIVETIME AUTOMOTIVE: S&P Assigns Ratings on Negative CreditWatch
DUE WEST: Case Summary & Five Largest Unsecured Creditors
DURA AUTOMOTIVE: Court Approves 2008 Annual Bonus Plan
DURA AUTOMOTIVE: Court Approves $2 Mil. Nyloncraft Settlement Pact
EURAM-MACUAELY: Files Schedules of Assets and Liabilities

FAIRMONT GENERAL: Defeasance Cues Moody's To Withdraw 'Ba2' Rating
FEDDERS CORP: Court OKs Bidding Procedure of Sale of Units' Assets
FREMONT GENERAL: Gets Notices of Default on $3.15 Billion Loan
FORTUNOFF: Court Approves Sale of Assets to NRDC's H Acquisition
GATEWAY TRUCK: Voluntary Chapter 11 Case Summary  

GENTIVA HEALTH: Completes $55 Mil. Purchase of Home Health's Stake
GEORGE CARNIE: Case Summary & Eight Largest Unsecured Creditors
GENERAL MOTORS: Two Plants Idled Due to Supplier's Labor Dispute
GMAC LLC: Fitch Chips Ratings and Removes Negative CreditWatch
GO FIG: Patients Wants $4.3 Mil. in Unconsumed Services Returned

GSAMP: Fitch Affirms 'B' Ratings on Two Certificate Classes
GS MORTGAGE: Fitch Cuts Ratings to BB from BBB on Two Loan Classes
HERBST GAMING: Fin'l Advisor Retention Cues Moody's To Chip Rating
HOLLEY PERFORMANCE: U.S. Trustee Wants Vendors' List Shown
HSBC: Fitch Downgrades Ratings on $2.8 Billion Certificates

IDEAL ACCENTS: Court Dismisses Chapter 11 Proceedings in New York
INDYMAC MORTGAGE: Fitch Chips Ratings on $1.6 Billion Certificates
IPCS INC: December 31 Balance Sheet Upside-Down by $39 Million
JARDEN CORP: Engages PwC as New Independent Accounting Firm
JEFFERSON COUNTY: Moody's Pares Revenue Rating to 'B3' From 'Baa3'

JEFFERSON COUNTY: S&P Cuts  Rating to 'B' on Financial Uncertainty
KEITH PETERSON: Case Summary & Three Largest Unsecured Creditors
KELLWOOD CO: Moody's Withdraws Ratings on Lack of Information
KLAVOHN'S NEW LEAF: Section 341(a) Meeting Set for March 17
LEVITT AND SONS: BofA Seeks Clarification on Ordered Abandonment

LEVITT AND SONS: Court OKs Kapila as Administrator's Accountants
LEVITT AND SONS: Court OKs Smith Hulsey as Administrators' Counsel
LEVITZ FURNITURE: Court Allows KDG to Enforce $575,424 Liens
MCMILLIN COS: S&P Withdraws Corporate Credit and Debt Ratings
MORGAN STANLEY: Fitch Junks Ratings on Seven Certificate Classes

MOHAMMAD QADIR: Case Summary & Five Largest Unsecured Creditors
NATIXIS MORTGAGE: Fitch Junks Ratings on 20 Certificate Classes
OSYKA CORP: Case Summary & 40 Largest Unsecured Creditors
OWENS CORNING: Posts $46M Net Loss in Three Months Ended Dec. 2007
PEOPLES CHOICE: Files Chapter 11 Liquidating Plan

PFP HOLDINGS: U.S. Trustee Appoints Seven-Member Creditors' Panel
PHOENIX FOOTWEAR: Receives $14 Mil. Payment from Tactical Holdings
PLAINS EXPLORATION: Unit Buying $335MM of Oil and Gas Properties
PLASTECH ENGINEERED: Allows JCI to Remove Certain LC-22 Tools
QUEBECOR WORLD: Creditors' Committee Taps Mesirow as Advisor

QUEBECOR WORLD: Creditors' Panel Wants Jefferies & Co. as Banker
QUEBECOR WORLD: Wants Creditor Information Protocol Approved
QUEBECOR WORLD: Woes Cue $779 Mil. Non-Cash Hit for Quebecor Inc.
QUICK SERVICE: Blames Bankruptcy on Rising Costs and Lower Sales
RELIANT ENERGY: Moody's Puts Ratings on Review For Likely Upgrade

RESIDENTIAL CAPITAL: Fitch Cuts Ratings and Retains Negative Watch
SAINT VINCENT: Objections to 5 Claims Must be Filed by March 14
SAINT VINCENT: Wants Court to Expunge Six Claims Worth $485,283
SAINT VINCENT: District Court Affirms Verdict on Larney's Claim
SAINT VINCENT: Inks 15-Year Lease for Employees' Residences

SALANDER-O'REILLY: Seeks Exclusivity Period Extension to June 7
SALANDER-O'REILLY: Hearing on Rent Payment Set for March 20
SALANDER-O'REILLY: Procedures to Determine Artwork Owner Approved
SANTA FE: Case Summary & Nine Largest Unsecured Creditors
SCO GROUP: Payment in Full to All Creditors Under Plan

SCO GROUP: Disclosure Statement Hearing Set For April 2
SECURITIZED ASSET: Fitch Lowers Ratings on $6.4 Bil. Certificates
SENTINEL MANAGEMENT: BoNY Asked to Pay $550,000,000 in Damages
SHARON JORT: Voluntary Chapter 11 Case Summary
SI INTERNATIONAL: Raises Revolving Credit Line to $140,000,000

SIRIUS SATELLITE: Won't Terminate XM Merger Deal Prior to May 1
SIRVA INC: Allowed to Obtain $150,000,000 of DIP Financing
SIRVA INC: Gets Permission to Use Lenders' Cash Collateral
SIRVA INC: 341 Meeting of Creditors Postponed Until April 20
SIRVA INC: Sells U.K. and Ireland Operations to TEAM Group

SLM CORP: Fitch Affirms 'BB+' Rating on Preferred Stock
SOLUTIA INC: Posts $208 Million Net Loss for Year Ended Dec. 31
SOLUTIA INC: Provides Status of Adversary Proceedings
SOLUTIA INC: DuPont Disputes Need to Reexamine BDO's Report
TEMBEC INC: Completes Recapitalization; New Shares Listed on 'TSX'

TEMBEC INC: Unit Gets S&P's 'D' Debt Issue Rating on Senior Notes
TEMPUR-PEDIC INT'L: Pres. H. Thomas Bryant to Retire Mid-Year 2008
TERADYNE INC: Daniel Tempesta Resigns as Corporate Controller
TERWIN MORTGAGE: Adverse Performance Cues S&P's Rating Downgrades
THORNBURG MORTGAGE: Posts $874.9 Million Net Loss in 2007

THORNBURG MORTGAGE: Fitch Retains Junk Ratings Under Neg. Watch
THORNBURG MORTGAGE: S&P Cuts Rating to 'SD' From 'B-' on Default
THORNBURG MORTGAGE: Weak Liquidity Prompts Moody's Junk Ratings
THORNBURG MORTGAGE: Moody's Reviews Note Ratings For Likely Cuts
TOWERS OF CHANNELSIDE: Court Approves Stichter Riedel as Counsel

TPF II: S&P Puts 'BB-' Final Rating on $165 Million Senior Loan
TRICOM SA: Disclosure Statement Hearing Scheduled on April 15
TRUX MAX: Case Summary & 20 Largest Unsecured Creditors
US CONCRETE: Moody's Puts 'B1' Ratings on Review For Possible Cuts
VIRTUAL FONLINK: Court Converts Ch. 11 Case to Ch. 7 Proceeding

WASHINGTON MUTUAL: Fitch Chips Ratings on 27 Certificate Classes
WELLCARE HEALTH: Can't File Annual Report Pending Probe
WILD WEST: Spectacular to Purchase Theme Park for $2 Million
WIREFREE PARTNERS: Fitch Cuts Note Rating to BB+; Puts Neg. Watch
WORNICK CO: Lender Agreement Prompts Moody's to Withdraw Ratings

XM SATELLITE: Agrees Not to Terminate Merger Prior to May 1

* Outlook on Collateralized Loan Deals is Stable, Moody's Opines
* Moody's Cuts 34 Credit Linked Notes' Ratings on Projected Losses
* S&P Downgrades 40 Tranches' Ratings From 10 Cash Flows and CDOs
* S&P Downgrades 73 Tranches' Ratings From 18 Cash Flows and CDOs
* S&P Downgrades 73 Tranches' Ratings From 18 Cash Flows and CDOs

* S&P Reinstates Pre-Jan. 30, 2008 Ratings on 33 RMBS Classes

* Five Partners Join Chadbourne & Parke-New York and Mexico City

* Regulator Wants More Disclosure in Mortgage Dealings

* Upcoming Meetings, Conferences and Seminars

                             *********

ABITIBIBOWATER INC: Incurs $250MM Net Loss for 2007 Fourth Quarter
------------------------------------------------------------------
AbitibiBowater Inc. reported a net loss for the fourth quarter
2007 of $250 million on sales of $1,491 million.  These results
compare with a net income of $107 million on sales of
$861 million for the fourth quarter of 2006.

For the full year 2007, the company reported a net loss of
$490 million.  This compares with a net loss of $138 million for
2006.  Sales in 2007 totaled $3,876 million, up 11% from 2006
sales of $3,530 million.

The company's 2007 fourth quarter and year-end results reflect the
full quarter and year-end results for Bowater Incorporated and the
results for Abitibi-Consolidated Inc. for the period after its
combination with Bowater on Oct. 29, 2007.  The company's fourth
quarter and year-end results for 2006 include only Bowater
results.

"While markets for wood products remain challenging, market
conditions for pulp and paper products are improving significantly
and we are pleased with our ongoing progress to make our company a
more globally competitive organization," John W. Weaver, executive
chairman, stated.  "Our recently announced agreement with Catalyst
Paper, to sell our Snowflake, Arizona newsprint mill for
approximately $180 million, including retained working capital, is
another important milestone."

"We remain committed to our debt reduction target of $1 billion
over the next three years," Mr. Weaver said.

The company has been actively engaged in its Phase 2 comprehensive
review of operations since the merger was completed and expects
that to disclose its decisions during the second quarter of 2008.   
The company is focused on further cost reductions and
manufacturing platform improvements in both the paper and wood
products segments.

"Since our Phase 1 announcement, we have been working with our
employees, unions, governments and communities in an effort to
address the challenges that we face today," David J. Paterson,
President and chief executive officer, said.  "We are operating in
a rapidly changing business environment and we will take the
necessary steps to position AbitibiBowater for the future."  

"In order to remain a competitive, viable supplier and provide our
stakeholders with appropriate returns, we must significantly
improve the margins for our products," Mr. Paterson continued.  
"Our recently announced price increases were a successful step."

As of Dec. 31, 2007, the company's listed total assets of
$10.7 billion, total liabilities of $8.8 billion resulting to a
total shareholders' equity of $1.9 billion.

                        About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces a range of forest products marketed in more than 80
countries around the world.  The company's customers include many
publishers, commercial printers, retailers, consumer products
companies and building supply outlets.  AbitibiBowater is also a
recycler of newspapers and magazines.  The company owns or
operates 32 pulp and paper mills and 35 wood products facilities
in North America and offshore.  The company manages its business
in five segments: coated papers, specialty papers, newsprint,
market pulp and lumber.

                           *     *     *

As reported in the Troubled company Reporter on Feb. 25, 2008,
Fitch Ratings downgraded AbitibiBowater Inc. and subsidiaries as:
Abitibi-Consolidated Inc.; IDR to 'CCC' from 'B-'; senior
unsecured debt to 'CCC/RR4 from 'B-/RR4'; secured revolver to
'CCC+/RR3' from 'B/RR3'.  Bowater Incorporated; IDR to 'CCC' from
'B-'; senior unsecured debt to 'CCC/RR4' from 'B-/RR4'; secured
revolver to 'B/RR1' from 'BB-/RR1'.  Bowater Canadian Forest
Products Inc.; IDR to 'CCC' from 'B-'; senior unsecured debt to
'B-/RR2' from 'B+/RR2; secured revolver to 'B/RR1' from 'BB-/RR1'.    
All ratings have been placed on rating watch negative.


ABITIBIBOWATER INC: Seeks to Finance Debts Maturing in 2nd Quarter
------------------------------------------------------------------
AbitibiBowater Inc. amended Bowater Incorporated's credit
facilities.

The amendments permit an intercompany restructuring of the
ownership of the company's Catawba, South Carolina mill to permit
additional debt financing by Bowater or the company.

Among other liquidity needs that must be addressed, the company's
Abitibi-Consolidated subsidiary has second quarter debt maturities
of approximately $200 million due April 1 and $150 million due
June 20 that have not yet been refinanced.

The company confirmed that it has been reviewing multiple
financing alternatives to develop additional liquidity for the
remainder of 2008 and 2009.

The company cautioned that continued negative conditions in the
credit and capital markets, as well as the difficult industry
operating environment, are challenging its ability to obtain
financing and that there can be no assurance that either the
company, Abitibi-Consolidated or Bowater could obtain financing on
terms satisfactory to the company.    

On Feb. 25, 2008, Bowater and certain of Bowater's direct and
indirect subsidiaries entered into amendments to Bowater's U.S.
and Canadian credit agreements:

   -- The amendment to the U.S. credit agreement was entered into
      with Wachovia Bank, National Association, as administrative
      agent for the various lenders under that credit agreement;
      and

   -- The amendment to the Canadian credit agreement was entered
      into among Bowater, Bowater Canadian Forest Products Inc.,
      certain lender parties and The Bank of Nova Scotia, as
      administrative agent for the lenders.

The amendments:

(i) contemplate the transfer by Bowater of the Catawba, South
Carolina mill assets and related operations to a new wholly owned
subsidiary of Bowater;

(ii) permit the transfer of the equity of the Catawba subsidiary
to AbitibiBowater;

(iii) make the Catawba subsidiary an additional borrower under the
U.S. credit agreement and a guarantor of the Canadian Obligations;

(iv) permit the Catawba subsidiary, AbitibiBowater, Bowater or
certain of their subsidiaries to incur up to an aggregate of
$700 million of additional secured indebtedness, subject to
certain conditions;

(v) for 2008, increase the applicable margin and increase the
first lien leverage ratio requirement and decrease the interest
coverage ratio requirement; and

(vi) waive any and all defaults that may have occurred as a result
of a failure by Bowater and its subsidiaries to comply with
certain financial covenants.

The amendments contemplate that the Catawba subsidiary will grant
a mortgage on the Catawba mill assets on or before March 31, 2008,
as security for $250 million of the indebtedness outstanding under
the U.S. credit agreement and for $50 million as security for the
Canadian credit agreement.

A copy of the Third Amendment and Waiver, dated as of Feb. 25,
2008, to the Credit Agreement dated as of May 31, 2006, is
available at no charge at http://ResearchArchives.com/t/s?28c3

A copy of the Third Amendment and Waiver, dated as of February 25,
2008, to the Credit Agreement dated as of May 31, 2006, is
available at no charge at http://ResearchArchives.com/t/s?28c4

                     About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces a range of forest products marketed in more than 80
countries around the world.  The company's customers include many
publishers, commercial printers, retailers, consumer products
companies and building supply outlets.  AbitibiBowater is also a
recycler of newspapers and magazines.  The company owns or
operates 32 pulp and paper mills and 35 wood products facilities
in North America and offshore.  The company manages its business
in five segments: coated papers, specialty paperBs, newsprint,
market pulp and lumber.

                           *     *     *

As reported in the Troubled company Reporter on Feb. 25, 2008,
Fitch Ratings downgraded AbitibiBowater Inc. and subsidiaries as:
Abitibi-Consolidated Inc.; IDR to 'CCC' from 'B-'; senior
unsecured debt to 'CCC/RR4 from 'B-/RR4'; secured revolver to
'CCC+/RR3' from 'B/RR3'.  Bowater Incorporated; IDR to 'CCC' from
'B-'; senior unsecured debt to 'CCC/RR4' from 'B-/RR4'; secured
revolver to 'B/RR1' from 'BB-/RR1'.  Bowater Canadian Forest
Products Inc.; IDR to 'CCC' from 'B-'; senior unsecured debt to
'B-/RR2' from 'B+/RR2; secured revolver to 'B/RR1' from 'BB-/RR1'.    
All ratings have been placed on rating watch negative.


ABRAHAM BURNETTE: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Abraham Wilford Burnette
        5553 South Rex Avenue
        Tucson, AZ 85706

Bankruptcy Case No.: 08-02021:

Chapter 11 Petition Date: February 29, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks
                  Eric Slocum Sparks PC
                  110 South Church Avenue #2270
                  Tucson, AZ 85701
                  Tel: 520-623-8330
                  Fax: 520-623-9157
                  ericssparks@hotmail.com

Total Assets: $477,939

Total Debts: $1,412,986

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         941 taxes on      $1,018,514
210 East Earll Street            business          
Phoenix, AZ 85012

Account Recovery Service         medical           $9,093
P.O. Box 11809                   collection debt
Glendale, AZ 85318               charge off

Citi                             credit line       $4,861
P.O. Box 6003                    charge off
Hagerstown, MD 21747

Chevron                          credit card debt  $856

Bank of America                  credit card debt  $796

Account Recovery Service         medical           $770
                                 collection debt
                                 charge off

Surety Acceptance                medical           $50
                                 collection debt
                                 charge off


ADVANCED CELL: Inks Patent License Pact with Pharming Technologies
------------------------------------------------------------------
Advanced Cell Technology Inc., in a regulatory filing with the
Securities and Exchange Commission dated Feb. 29, 2008, disclosed
that it has entered into a License Agreement with Pharming
Technologies B.V.

Under the terms of the License Agreement, the company exclusively
licensed to Pharming certain patents including oocyte activation
patents for all uses and applications in or related to non-human
animals.  The company retained all use and applications of such
patents in or related to humans.

As consideration for the exclusive license, Pharming paid the
company a one-time license fee of $260,000.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a    
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed ed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

As of Sept. 30, 2007, the company has a substantial stockholders'
deficit of $26.5 million.  The company expects that it will not be
able to continue as a going concern and fund cash requirements for
operations through June 30, 2008, with current cash reserves.


ADVANCED CELL: Issues $600,000 Convertible Note to JMJ Financial
----------------------------------------------------------------
Advanced Cell Technology Inc. disclosed Friday that effective
Feb. 19, 2008, the company sold a $600,000 unsecured convertible
note to JMJ Financial, for a net purchase price of $500,000 in a
private placement.  

In accordance with the Use of Proceeds Agreement entered into in
connection with the issuance of the Note, the company is required
to use the proceeds from the Note solely for research, development
and other expenditures dedicated to adult stem cell research.  The
Note may not be prepaid without written consent from the holder of
the Note.  

The Note bears interest at the rate of 12% per annum, and is due
by Feb. 10, 2010.  At any time after the 180th day following the
effective date of the Note, the holder of the Note may at its
election convert all or part of the Note plus accrued interest
into shares of the company's common stock at the conversion rate
of the lesser of: (a) $0.38 per share, or (b) 80% of the average
of the three lowest trade prices in the 20 trading days prior to
the conversion.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a    
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

As of Sept. 30, 2007, the company has a substantial stockholders'
deficit of $26.5 million.  The company expects that it will not be
able to continue as a going concern and fund cash requirements for
operations through June 30, 2008, with current cash reserves.


AIRPORT NORTH: Case Summary & 36 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Airport North Business CenterC, LLC
             Attention: John E. Buehner
             600 Peachtree Street, Suite 5200
             Atlanta, GA 30308

Bankruptcy Case No.: 08-64027

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Pointe South Shopping Center, LLC          08-64038
        Red Oak Shopping Center, LLC               08-64053
        Tri-County Station Shopping Center, LLC    08-64061
        Virginia Station Shopping Center, LLC      08-64068

Chapter 11 Petition Date: March 3, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtors' Counsel: Anne L. Blitch, Esq.
                     (alblitch@duanemorris.com)
                  Duane Morris, LLP, Suite 700
                  1180 West Peachtree Street
                  Atlanta, GA 30309-3448
                  Tel: (404) 253-6962
                  http://www.duanemorris.com

Airport North Business CenterC, LLC's Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A. Airport North Business CenterC, LLC's Six Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
C.N.A. Insurance               $1,176
P.O. Box 790094
Saint Louis, MO 63179-0094

Live Oak Landscape Services    $550
P.O. Box 847
Monroe, GA 30655

Delta Plumbing                 $525
85 Daniel Drive
Stockbridge, GA 30281

Roth, Jonas, Mittelberg &      $525
Hartney

Donnie "DeWayne" Nowell        $125

City of East Point             $118

B. Pointe South Shopping Center, LLC's Six Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Clayton County Water Authority $4,926
1600 Battle Creek Road
Morrow, GA 30260-4302

Donnie "Dewayne" Nowell        $2,410
P.O. Box 1404
Hiram, GA 30141

Advanced Disposal              $1,116
P.O. Box 791257
Baltimore, MD 21279

Atlanta Sweeping Services, a   $912
Division of BDW Corp.

Live Oak Landscape Services    $700

Georgia Power Co.              $834

C. Red Oak Shopping Center, LLC's Six Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Donnie "Dewayne" Nowell        $1,995
P.O. Box 1404
Hiram, GA 30141

City of Atlanta                $952
Department of Watershed
Management
P.O. Box 105275
Atlanta, GA 30348-5275

Dane Services, Inc.            $775
1675 Baker Road
Acworth, GA 30101

Roth, Jonas, Mittelberg &      $525
Hartney

Georgia Power Co.              $671

Pirkle Electric Co., Inc.      $225

D. Tri-County Station Shopping Center, LLC's Seven Largest
Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
City of Atlanta                $2,724
Department of Watershed
Management
P.O. Box 105275
Atlanta, GA 30348-5275

Clayton Signs, Inc.            $1,506
5198 North Lake Drive
Morrow, GA 30260

Donnie "Dewayne" Nowell        $1,229
P.O. Box 1404
Hiram, GA 30141

Atlanta Sweeping Services, a   $961
Division of BDW Corp.

Live Oak Landscape Services    $700

Roth, Jonas, Mittelberg &      $525
Hartney

United Waste Service           $102

E. Virginia Station Shopping Center, LLC's 11 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Northwest Exterminating        $825           
1740 Corn Road
Smyrna, GA 30080

Atlanta Sweeping Services, a   $724
Division of BDW Corp.
1057 Citizens Parkway
P.O. Box 870892
Morrow, GA 30287-0892

City of College Park           $551
3667 Main Street
Atlanta, GA 30337-0137

Roth, Jonas, Mittelberg &      $525
Hartney

Live Oak Landscape Services    $500

Heavenly Cleaning Service      $475

City of College Park           $407

Donnie "DeWayne" Nowell        $300

City of College Park           $418

Northwest Exterminating        $125

City of College Park           $27


AMERICAN AXLE: Work Stoppage of UAW Members Still in Effect
-----------------------------------------------------------
The work stoppage implemented by American Axle & Manufacturing
Inc.'s United Auto Workers union-represented workforce at five
facilities in Michigan and New York remains in effect.

Approximately 3,650 associates are represented by the UAW at these
facilities.

At all times during these negotiations, AAM has honored its duty
to negotiate in good faith.  AAM has not engaged in unfair labor
practices nor has AAM violated any labor laws.  Allegations to the
contrary are simply not true.

AAM's UAW-represented facilities currently affected by the work
stoppage are not profitable and have not been for years.

AAM is profitable at other U.S. and non-U.S. locations,
principally because the cost structure at these operationally-
flexible regional manufacturing facilities is market competitive.

AAM's recent proposals to the UAW feature the same changes
accepted by the UAW in agreements with its competitors in the
United States of America.  This includes AAM's principal driveline
competitors in the domestic market: Dana Corp. and the in-house
axle-making operations of Ford Motor Co. and Chrysler LLC.

Pursuant to the expired master agreement with the UAW, AAM's all-
in labor cost is currently $73.48 per hour.  This is approximately
three times the market rate of AAM's peers and competitors in the
United States.

"The market competitiveness of AAM's labor cost structure in the
United States of America is the key issue we are discussing with
the UAW," AAM Co-Founder, Chairman & CEO Richard E. Dauch said.  
"AAM cannot accept terms and conditions that put the company at a
significant competitive disadvantage in the U.S. automotive supply
industry.  AAM's negotiating team has never left the bargaining
table and is available at any time to resume negotiations with the
UAW."

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

                          *     *     *

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

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


AMERICAN IRONHORSE: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: American Ironhorse Motorcycle Company, Inc.
                4600 Blue Mound Road
                Forth Worth, TX 76106

Case Number: 08-40926

Type of Business: The company designs and manufactures a brand of
                  custom-built cruisers and choppers.  
                  See: http://www.americanironhorse.com

Involuntary Petition Date: Feb. 29, 2008

Court: U.S. Bankruptcy Court for the Northern District of Texas

Petitioner's Counsel: Troy D. Philips, Esq.
                      Glast, Phillips & Murray, PC
                      Phone: (972)419-8300
                      Fax : (972) 419-8329
                      E-mail: bmckinlay@gpm-law.com
                      13355 Noel Road, LB 48, Ste 2200
                      Dallas TX 75240

Petitioners                 Nature of Claim      Claim Amount
-----------                 ---------------      ------------

AG Nichlos, Jr.             Promissory Note       $60,000
3621 Turtle Creek #4E
Dallas, TX 75219

William E. Buford           Promissory Note        30,000
William Buford
5370 W. Lovers Lane, #396   
Dallas, TX 75209

Jim Graham                  Promissory Note        30,000
Jim Graham
Two Lincoln Center, #300
Dallas, TX 75240                                ------------
                                                 $120,000


AMERICAN STANDARD: Files for Chapter 11 Protection
--------------------------------------------------
Prefabricated wood building manufacturer American Standard
Building Systems, Inc. filed for Chapter 11 bankruptcy protection
on Monday as a result of the mortgage crisis and a downturn in the
real estate market.

As reported in the Troubled Company Reporter on Feb 29, 2008,
American Standard Building Systems closed on Jan. 25 after a bank
refused to provide it a loan.  Certain workers did not receive
wages and certain customers did not get the products they bought,
Ms. Wray disclosed. The company has 57 regular workers and 23
temporary workers.

Customers who paid deposits probably won't get their money back,
according to a report by WDBJ7.com (VA).  The report cited a
lawyer for the company saying the company's property and equipment
might be sold.

A spokesperson says there's "a slim chance" that customers could
get a small refund, depending on the sale price, the report said.


AMERICAN STANDARD: Case Summary & 25 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: American Standard Building Systems, Inc.
             P.O. Box 4908 (zip 24115)
             Martinsville, VA 24112

Bankruptcy Case No.: 08-60478

Type of Business: The company manufactures prefabricated wood
                  buildings.

Chapter 11 Petition Date: Feb. 29, 2008

Court: U.S. Bankruptcy Court Western District of Virginia  
       (Lynchburg)

Judge: Hon. William E. Anderson

Debtors' Counsel: Andrew S Goldstein
                  (agoldstein@mfgs.com)
                  Magee Foster Goldstein & Sayers, P.C.
                  P.O. Box 404
                  Roanoke, VA 24003
                  Phone: 540 343-9800
                  Fax: 540-343-9898
                  Web site: www.mfgs.com/

Assets: $3,090,219.32

Debts:  $4,435,439.00

List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Gholson, Robert                     Contract         $125,406.75
278 Leaf Avenue
Central Islip, NY 11722

Rosario, Alex                       Contract         106,581.75
12010 Teeside Drive
Fredericksburg, VA 22407

Minton, Ted & Tracey                Contract          95,749.90
P.O. Box 914
Stuart, vA 24171

Huang, William Thomas & Sharon      Contract           90,000.00

Morgan, Nick & Kimberly             Contract           81,213.41

Nally, Bryan                        Contract           80,557.57

American Elite Homes                Contract           77,908.00

Conlu, Rod                          Contract           74,208.00

American Expres Business Credit     Contract           72,098.72

Drummond, Shakorie  Contract        Contract           65,625.84

GCA Services Group Busines Services Contract           65,132.53

Beehler, Ron                        Contract           64,975.80

Drummond, Dewayne & Patricia        Contract           64,696.46

Ameritech Service Co., Inc.         Contract           61,000.00

Ruiz, Immaculada Palomera Contract  Contract           58,732.00

Home Depot Credit Services          Business Credit    55,994.99

Cole, Todd                          Contract           49,682.34

George, Deborah                     Contract           48,917.28

Mitek Industries                    Business Services  46,176.05

North Carolina Dept. of Revenue     Sales Tax June,    40,409.77
                                    October, November,
                                    & December 2007


AMBAC FINANCIAL: Won't Split Business; Gets Cash Infusion Instead
-----------------------------------------------------------------
Ambac Financial Group Inc. does not intend to split itself into
two, opting instead to embrace new capital to preserve its bond
insurance business, Aline van Duyn and Ben White of The Financial
Times report.

Ambac rejected a proposal that plans to separate its municipal
bond business with its structured finance business, the Times
says.  While municipal bonds have retained its triple-A ratings,
its structure finance part has not fared so well, receiving low
ratings due to the nature of subprime mortgages backing the funds.  
Ambac plans not to involve itself with structured finance deals
for the next six months, noting that it will free up additional
capital approximately $600 million, relates the Times.

Ambac, however, has welcomed an infusion of more than $2 billion
of fresh capital from some investors and various banks, most
notably Citigroup and UBS, the Times reports.  People familiar
with the matter told the Times that the capitalization will likely
occur within this week.  If the deal pushes through, notes the
Times, Ambac will retain its triple-A ratings.

As reported in the Troubled Company Reporter on Mar. 3, 2008,
Ambac commented on a news release by Moody's Investors Service
last week regarding the conclusion of its analysis of the
residential mortgage and mortgage-related CDO exposures, in
connection with its ongoing review of Ambac's Aaa rating.

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

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

                      About Ambac Financial

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

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

                           *    *    *

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

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


BALLANTYNE RE: Fitch Holds Low-B Ratings on $300 Million Notes
--------------------------------------------------------------
Fitch Ratings affirmed the ratings of Ballantyne Re Plc as:

  -- $250,000,000 class A-1 floating-rate notes at 'BB';
  -- $10,000,000 class B-1 subordinated notes at 'B';
  -- $40,000,000 class B-2 subordinated floating-rate notes at
     'B'.

Ballantyne Re holds significant amounts of subprime residential
asset- and mortgage-backed securities in the asset portfolios
supporting its reserves.  These assets have experienced material
mark-to-market declines, which previously resulted in the deferral
and accrual of interest on the class B-1 and B-2 notes and a
substantial write-down of the accrued interest and principal of
Ballantyne Re's class C notes.

Fitch notes that the rate of decline in the market value of
residential ABS/RMBS has slowed in recent months and remains
within the range Fitch anticipated when the Ballantyne Re
securities were last reviewed in December 2007.  Fitch continues
to be concerned that the life insurance reserves on Ballantyne
Re's block of business have not yet reached their peak.  If the
market values of Ballantyne Re's assets continue to decline as its
reserves continue to grow, there is increasing potential that
funds may not be available for payment of interest to the class
A-1 notes.

The 'AAA' ratings of Ballantyne Re's class A-2 floating-rate
guaranteed notes series B are not affected.  The 'AA' ratings of
Ballantyne Re's class A-2 series A and its A-3 floating-rate
guaranteed notes are not affected and remain on Rating Watch
Negative.  Those ratings are linked to the financial strength of
the relevant financial guarantors.

Ballantyne Re is a special purpose public limited company
incorporated and registered in Ireland.  The company was
established for the limited purpose of entering into a reinsurance
agreement with Scottish Re (US) Inc., and conducting activities
related to the notes' issuance.  Under the reinsurance agreement,
SRUS ceded a block of business to Ballantyne Re.  Ballantyne Re
issued the notes to finance excess reserve requirements under
Regulation XXX for the ceded block of business.


BH BOULDERS: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: BH Boulders Limited Partnership
             275 Grove Street
             Newton, MA 02466

Bankruptcy Case No.: 08-11342

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      BH Boulders II Limited Partnership       08-11343

Chapter 11 Petition Date: February 28, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtors' Counsel: Donald F. Farrell, Jr., Esq.
                  Anderson Aquino L.L.P.
                  240 Lewis Wharf
                  Boston, MA 02110
                  Tel: (617) 723-3600
                  Fax: (617) 723-3699
                  dff@andersonaquino.com

BH Boulders Limited Partnership's financial condition:

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

A. BH Boulders Limited Partnership's list of its Three Largest
   Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Florence Electric                trade debt        $8,250
125 John Hancock Road     
Taunton, MA 02780

CP Construction                  trade debt        $4,500
7K Runtree Lane            
Brockton, MA 02302

Greene Plumbing & Heating        trade debt        $4,500
38 Brewster Road
West Bridgewater, MA 02379

B. BH Boulders II Limited Partnership does not have any creditors
   that are not insiders.


BLACK DIAMOND: Case Summary & 160 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Black Diamond Mining Co., LLC
             750 Town Mountain Road
             Pikeville, KY 41501

Bankruptcy Case No.: 08-70109

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Turner Elkhorn Mining Co.                  08-70110
        FCDC Coal, Inc.                            08-70111
        Spurlock Energy Corp.                      08-70112
        Black Diamond Land Cos., LLC               08-70113
        Martin Coal Processing Corp.               08-70114
        Wolverine Resources, Inc.                  08-70115
        Black Diamond Resources, LLC               08-70117

Chapter 11 Petition Date: March 4, 2008

Court: Eastern District of Kentucky (Pikeville)

Debtors' Counsel: David M. Cantor, Esq.
                     (cantor@derbycitylaw.com)
                  Seiller Waterman, LLC
                  462 South 4th Avenue
                  Meidinger Tower Suite 2200
                  Louisville, KY 40202-3446
                  Tel: (502) 584-7400

Black Diamond Mining Co., LLC's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

A. Black Diamond Mining Co., LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733

B. Turner Elkhorn Mining Co's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733

C. FCDC Coal, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733

D. Spurlock Energy Corp's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733

E. Black Diamond Land Cos., LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733

F. Martin Coal Processing Corp's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733

G. Wolverine Resources, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733

H. Black Diamond Resources, LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Miller Brother's Coal, Inc.    $1,608,954
25 Clydean Drive
Leburn, KY 41831

Taggart Global, LLC            $283,826
W. Thomas Bunch, Esq.;
W. Thomas Bunch
Bunch & Brock
271 West Short Street,
Suite 805
Lexington, KY 40588-2086

Mitac Mining Co., LLC          $177,743
P.O. Box 567
Betsy Lane, KY 41605

South Akers Mining Co., LLC    $140,289

North Star Mining, Inc.        $138,382

Genesis-Estimate               $130,880

Alvarez & Marsal               $100,853

Twin Energies                  $90,699

Double C Enterprises, Inc.     $77,054

Cliffco Enterprise, Inc.       $73,092

Internal Revenue Service       $69,573

RV Mining, LLC                 $57,102

G&S Electrical Contracting,    $51,145
Inc.

STM Associates                 $50,000

Hinkle Sand & Gravel           $45,354

Ernst & Young                  $35,526

Summit Engineering             $32,915

AKJ Industries                 $30,687

East Kentucky Excavation       $28,000

Turner Technology              $24,733


BLAISE PROVITOLA: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Blaise Anthony Provitola
        P.O. Box 10288
        Jacksonville, FL 32247-0288

Bankruptcy Case No.: 08-01103

Chapter 11 Petition Date: February 29, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: 904-725-0822
                  court@planlaw.com

Total Assets: $1,620,937

Total Debts: $1,950,136

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Countrywide                      real estate;      $500,000
P.O. Box 600694                  value of
Dallas, TX 75266-0694            security:
                                 $387,067;
                                 value of senior
                                 lien: $5,400

EMC Mortgage Corporation         real estate;      $421,000
P.O. Box 660530                  value of
Dallas, TX 75266-0530            security:
                                 $249,393

Capital City Bank                real estate;      $113,000
P.O. Box 900                     value of
Tallahassee, FL 32302-0900       security:
                                 $498,786;
                                 value of senior
                                 lien: $919,000

Bank Of America                  real estate;      $80,000
                                 value of
                                 security:
                                 $62,500

Citibusiness Card                credit card       $24,633
                                 purchases

AAA Financial Services           open account      $20,898

Regions Bank                     credit card       $4,426
                                 purchases

American Express                 credit card       $2,233
                                 purchases


BMO FINANCIAL: Fails to Restructure Apex and Sitka Trusts
---------------------------------------------------------
BMO Financial Group, dba Bank of Montreal, failed to restructure
its two trusts, Apex and Sitka, after Monday's talks, Tara Perkins
writes for The Globe and Mail.

As reported in the Troubled Company Reporter on March 4, 2008,
BMO 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.

At that time, BMO said it cannot predict the outcome of the
discussions.  The bank added 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.

                   Apex/Sitka Meltdown Right Ahead

Based on the report, absent the restructuring, the Trusts are
facing a possible "meltdown" should lenders pursue their right on
the trusts' CA$500 million assets held as loan security.

BMO confirmed that a cure period of two business days, or until
Tuesday, is available after a notice of default was given by the
Trusts' indenture trustee with respect to their inability to roll
their notes, the TCR reported yesterday, March 4.

DBRS warned that counterparties to other deals will have the right
to grab collateral within the week unless the Trusts refinance
their "outstanding margin calls" or "reach an agreement" with
them, Globe and Mail says.

Investors, including BMO, hold securities totaling CA$1.9 billion
at Apex and Sitka, Globe and Mail relates.

                     CA$495 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.

                     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.


BON-TON STORES: David Zant Quits as Vice Chairman of Private Brand
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On Feb. 29, 2008, David B. Zant stepped down as vice chairman of
private brand, merchandise planning and Internet marketing.

Prior to joining the company, Mr. Zant was executive vice
president -- general merchandise manager for Belk Inc.

                    About The Bon Ton Stores

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 280 stores, including ten  
furniture galleries, in 23 states in the Northeast, Midwest and
upper Great Plains under the Bon-Ton, Bergner's, Boston Store,
Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers
nameplates and, under the Parisian nameplate, three stores in the
Detroit, Michigan area.  The stores offer a broad assortment of
brand-name fashion apparel and accessories for women, men and
children, as well as cosmetics and home furnishings.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service downgraded the corporate family rating
of Bon-Ton Stores Inc. to B2 from B1, downgraded the probability
of default rating to B2 from B1, and downgraded the rating on the
$510 million senior unsecured notes to Caa1 (LGD 5, 78%) from B3
(LGD 5, 83%).  The company's speculative grade liquidity rating of
SGL-3 was affirmed.  The outlook on all ratings is stable.

The recent downgrades of Bon-Ton's outlook by credit ratings firms
led to speculation that the store chain could be a prime candidate
for bankruptcy or default, according to Rich Kirchen of The
Business Journal of Milwaukee.

The company's chief financial officer denied management is
considering a bankruptcy filing.  The management and also an
analyst who downgraded the company said Bon-Ton has access to cash
that will enable the retailer to survive, the report said.


BUFFETS HOLDINGS: Court OKs L/C Reimbursement Pact With U.S. Bank
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware, on an interim basis, authorized Buffets
Holdings Inc. and its debtor-affiliates to enter into a Letter of
Credit Reimbursement and Security Agreement with U.S. Bank
National Association.

The Court approved an amendment to the prepetition secured credit
facility with Credit Suisse Cayman Islands Branch, as a lender and
administrative agent, and certain other lender-parties.

The Debtors also obtained authority to pay certain fees and costs
to U.S. Bank.

The Debtors' prepetition credit facility under the Existing
Credit Agreement is comprised of (i) a senior secured term loan
facility aggregating $530,000,000, (ii) a senior secured
revolving credit facility aggregating $40,000,000, and (iii) a
secondary revolving credit facility of $70,000,000.

As of January 15, 2008, the Debtors were indebted to the
Prepetition Secured Lenders in these amounts:

   -- $524,028,000 under the Term Loan;

   -- $40,000,000 under the Primary Revolver; and

   -- $69,964,937 under the Secondary Revolver, of which
      $53,700,000 represented letter of credit obligations.

The amounts are exclusive of interest, fees, expenses and other
amounts chargeable or reimbursable under the Prepetition Credit
Agreement

As of the bankruptcy filing, U.S. Bank had issued, at the request
of the Debtors, approximately 35 letters of credit in the
aggregate face amount of $53,664,937.  The Letters of Credit were
issued to secure the Debtors' obligations to, among other
entities, certain of the Debtors' critical food suppliers,
workers' compensation, and other insurance-related obligations.  
In certain instances, the Debtors are contractually obligated to
post the Letters of Credit.  Some of the Letters of Credit are
automatically renewed absent notice of nonrenewal.  

Before the Petition Date, U.S. Bank delivered a notice of
resignation as issuing bank under the PF Letter of Credit
Facility.

On January 23, 2008, the Court entered an order authorizing the
Debtors to obtain, on an interim basis, postpetition financing,
and for certain of the Debtors' affiliates to guaranty the
Debtors' obligations in connection with the DIP Facility, from
Credit Suisse, Cayman Islands Branch, as administrative agent.  
The DIP Facility is to be arranged by Credit Suisse Securities
(USA) LLC, as sole lead arranger and sole bookrunner, and, at the
option of CS Securities, one or more financial institutions as
syndication agent.  The DIP Facility consists of (i) an
$85,000,000 new money facility and (ii) a rollover facility.  

On February 22, 2008, the Debtors filed an amendment to the DIP
Facility, and the Court entered an order approving the DIP
Facility, as amended by the DIP Amendment, on a final basis.

According to Pauline K. Moragan, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware, certain of the Letters of
Credit will expire in the immediate future.  The Debtors are
concerned that unless arrangements are immediately made to issue
replacement or renewal letters of credit, the beneficiaries under
the expiring Letters of Credit will draw on the Letters of Credit.

The Letters of Credit's expiration will have a detrimental effect
on the Debtors' relationships with the beneficiaries to the
Letters of Credit, Ms. Morgan said.  Draws on the Letters of
Credit outstanding as of the Petition Date would create an
additional secured debt to the Debtors, which would accrue
interest at a significantly higher rate than the amount of the
fees being paid on the Letters of Credit.

Additionally, Ms. Morgan explained, the Debtors will need to issue
additional letters of credit in connection with the
renewal of workers' compensation and other insurance coverage and
for certain important vendor obligations.  For these reasons, the
Debtors' DIP Credit Agreement contemplates the use of up to
$25,000,000 to cash collateralize the additional letter of credit
needs of the Debtors.

To satisfy the Debtors' need for a letter of credit issuing bank,
U.S. Bank has agreed to serve as the issuing bank under the PF
Letter of Credit Facility notwithstanding its prepetition letter
of resignation, and to serve as issuing bank under the
Postpetition L/C Facility Agreement on the condition
that the relief requested by the Debtors is granted by the Court.

Judge Walrath authorized the Debtors "to cause to be issued"
letters of credit under the postpetition letter of credit
facility.  The amount will not exceed $10,000,000 pending entry of
a final order.

The Debtors are deemed to have ratified and are given authority to
continue performing their obligations under the existing credit
agreement, as amended by the prepetition letter of credit
facility.

Pursuant to Section 364 of the Bankruptcy Code, the Debtors are
authorized to obtain:

   -- credit and to pay currently on an administrative-expense
      basis the fees due to U.S. Bank; and

   -- credit on an administrative-expense basis secured by a
      senior first-priority lien on cash collateral pledged to
      U.S. Bank in a separate deposit account.

Judge Walrath held that the Debtors' obligation to repay draws
under the Amended Existing L/C Facility will not have
administrative-expense status, but pursuant to Section 364(c), the
Debtors' obligation to repay will have administrative-expense
priority.

The credit-linked deposits are not properties of the Debtors'
estates under Section 541 of the Bankruptcy Code.  U.S. Bank's
rights with respect to the Deposits are paramount to the interests
of all other parties.

The Debtors are authorized and directed, without further order of
the Court, to grant a first-priority lien on cash deposited with
U.S. Bank.

No other parties are permitted to have any claims to any cash
collateral that secures the Postpetition L/C Facility other than
U.S. Bank and the junior lien held by the DIP agent and the DIP
lenders.

The automatic stay of Section 362 of the Bankruptcy Code is
modified to enable U.S. Bank to perform under the Postpetition L/C
Facility, and to exercise any contractual rights without notice to
the lenders under the DIP Credit Agreement, including, applying
cash on deposit to satisfy the Debtors' obligations to U.S. Bank.

The Debtors are authorized to pay fees, charges, and expenses
which may be required or necessary for Debtors' performance under
the Amended Existing L/C Facility, and under the Postpetition L/C
Facility, including the payment of a single work fee of $100,000
to U.S. Bank upon the first to occur of the closing of the Amended
Existing Facility or the Postpetition L/C Facility.

U.S. Bank will not be deemed to have waived any rights arising out
of or related to the Existing Credit Agreement, cash management
agreements, corporate credit card arrangements, and other
agreements that may be outstanding between U.S. Bank and the
Debtors.  U.S. Bank will also be entitled to receive payment of
all fees and other amounts payable to it under the Facilities.

If any or all of the provisions of the Interim Order are reversed,
modified, vacated, or stayed,  the modifications will not affect
(i) the validity of any obligations under the Amended Existing L/C
Facility and the Postpetition L/C Facility incurred before the
actual receipt of written notice by U.S. Bank of the effective
date of the reversal or (ii) the validity or enforceability of any
security interest, lien or priority authorized or created.

U.S. Bank will not be impaired if the Debtors' cases will be
converted to cases under Chapter 7.

The deadline for filing objections to the final entry of a final
order approving the Debtors' request is March 5, 2008.  A final
hearing will be held on March 12, 2008.  If no objections are
filed, the Court may enter the Final Order without further notice
or hearing.

A copy of the Debtors' agreement with U.S. Bank is available for
free at: http://ResearchArchives.com/t/s?28b2

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility.


BUFFETS HOLDINGS: Can Sell Properties in Ohio and Illinois
----------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court
for the District of Delaware granted Buffets Holdings Inc. and
its debtor-affiliates' request to sell properties located in  
Franklin, Ohio, and Bourbonnais, Illinois, and pay the local real
estate brokers' commission.

The Debtors' request with regards to the property in Fairfield,
Ohio has been withdrawn.

The Properties and their purchasers are:

   Property                        Price   Purchaser
   --------                        -----   ---------
   6310 South Gilmore Road    $1,250,000   Northstar Ventures
   Fairfield, Ohio                         LLC

   6850 Roosevelt Avenue       1,050,000   Northstar Ventures
   Sikeston, Missouri                      LLC

   1690 North State Route 50   1,525,000   First National Bank of
   Bourbonnais, Illinois                   Grant Park

Before the bankruptcy filing, the Debtors determined that some of  
their restaurants were not performing adequately and should be
closed and the underlying properties sold.  Accordingly, the
Debtors retained Huntley Mullaney Spargo & Sullivan LLC to
develop a marketing plan for the Properties.  

After coordinating with local estate brokers, Huntley Mullaney's
efforts resulted in the Debtors executing purchase agreements for
each of the Properties before the Petition Date.

The Debtors ask the Court to issue an order authorizing the sale
of the Properties pursuant to the terms of the Sale Contracts,
along with the Debtors' rights, title and interest to the
Purchaser, free and clear of encumbrances.

The Debtors' proposed counsel, Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, explains
that the Properties were marketed by skilled brokers; are not
core components of the Debtors' long-range business strategy; and
are an economic burden.

"The elimination of liabilities associated with the Properties,
in addition to the value to be realized by the estates through
the sale of the Properties, is beneficial to the Debtors,
estates, and creditors," Ms. Morgan says.

Ms. Morgan also contends that an auction is not necessary because
it would be costly and impractical given the value to be
received.

"The proposed sales involve Buyers that are ready, willing and
able to close," Ms. Morgan argues.

Ms. Morgan notes that the Properties are clear of all liens;
satisfies Section 363(f) of the Bankruptcy Code; and are being  
sold in "good faith" under Section 363(m).

Additionally, the Debtors seek authorization from the Court to
pay the local brokers their commissions aggregating $153,000.
Ms. Morgan maintains that the Local Brokers' fee commissions are
well within the range customarily found in similar real estate
transactions.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility.


BUFFETS HOLDINGS: Committee to Hire FTI as Financial Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets Holdings
Inc. ans its debtor-affiliates asks the United States Bankruptcy
Court for the District of Delaware for authority to retain FTI
Consulting, Inc., as its financial advisors, effective as of
Jan. 29, 2008.

FTI will provide consulting and advisory services, including:

   * assistance in the review of financial related disclosures
     required by the Court, including schedules of assets and
     liabilities, statements of financial affairs and monthly
     operating reports;

   * assistance with information and analyses required pursuant
     to the DIP financing including, but not limited to,
     preparation for hearings regarding the use of cash
     collateral and DIP financing;

   * assistance and advice to the Committee with respect to the
     Debtors' identification of core business assets and the
     disposition of assets or liquidation of unprofitable
     operations;

   * assistance with a review of the Debtors' performance of
     cost and benefit evaluations with respect to the affirmation
     or rejection of varous executory contracts and leases;

   * assistance regarding an evaluation of the present level of
     operations and identification of areas of potential cost
     savings, including overhead and operating expense reductions
     and efficiency improvements;

   * assistance in the review of financial information
     distributed by the Debtors to creditors and others,
     including, but not limited to, cash flow projections and
     budgets;

   * attendance at meetings and assistance in discussions with
     the Debtors, potential investors, banks, other secured
     lenders, the Committee and any other official committees
     organized in the Chapter 11 proceedings, the U.S. Trustee,
     and other parties-in-interest, as requested;

   * assistance in the review or preparation of information
     and analysis necessary for the confirmation of a plan;

   * assistance in the valuation of the business and review of
     capital structure alternatives;

   * assistance in the evaluation and analysis of avoidance
     actions, including fraudulent conveyances and preferential
     transfers; and

   * other general business consulting or other assistance
     as the Committee or its counsel may deem necessary that are
     consistent with the role of a financial advisor and not
     duplicative of services provided by other professionals in
     the Chapter 11 proceeding.

According to Jason D. Schauer, a representative of Levine
Leichtman Capital Partners Deep Value Fund LP, co-chairperson of
the Committee, the panel recognizes that FTI has a wealth of
experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
Chapter 11 cases.

Mr. Schauer contends that the services of FTI are deemed necessary
to enable the Committee to assess and monitor the efforts of the
Debtors and their professional advisors to maximize the value of
the Debtors' estates.

Mr. Schauer tells the Court that FTI is not owed any amounts with
respect to prepetition fees and expenses.

In exchange for its services, FTI will be paid a fixed monthly fee
of $200,000, plus reimbursement of actual and necessary expenses.  
Upon completion of the cases, FTI will receive a completion fee of
up to $1,000,000.  The Completion Fee will be considered earned
and payable upon:

   -- the confirmation of a plan of reorganization or
      liquidation; or

   -- the sale or liquidation of all or substantially all of the
      Debtors' assets.

Michael C. Eisenband, a senior managing director of FTI, assures
the Court that his firm does not represent any other entity having
an adverse interest in connection with the Chapter 11 cases, and
is eligible to represent the Committee under Section 1103(b) of
the Bankruptcy Code.

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

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

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility.


BUILDING MATERIALS: Lenders Reduce Revolving Credit Line to $200M
-----------------------------------------------------------------
Building Materials Holding Corporation reached an agreement on
Feb. 29, 2008, to amend its senior secured credit facility:

   1. The company's revolving line of credit was reduced to
      $200,000,000 -- from $500,000,000.  The revolver matures on
      November 10, 2011; and

   2. The maturity of the company's term loan was shortened to
      November 10, 2011 -- from November 10, 2013.

Wells Fargo Bank and J.P. Morgan Securities acted as Joint Lead
Arrangers and Joint Book Managers and Wells Fargo Bank served as
Administrative Agent for the transaction.

As of Feb. 29, 2008, there were no borrowings under the revolver
and $346,000,000 was outstanding under the term loan.

Borrowings under the revolver are limited to the lesser of:

   -- $100,000,000 or

   -- a borrowing base calculated on certain accounts receivable
      minus 50% of outstanding surety bonds multiplied by 50%.

William M. Smartt, BMHC Senior Vice President and Chief Financial
Officer, said the amended credit facility continues to require
quarterly compliance with financial covenants including minimum
net worth, minimum interest coverage ratio and minimum earnings
before interest, taxes, depreciation and amortization.  Interest
rates for the revolver and term note were increased to LIBOR plus
4.50% or Prime plus 2.50%.  Additionally, the commitment fee for
the unused portion of the revolver is 0.50%.  Interest is to be
paid quarterly.

Pursuant to the FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT AND WAIVER Dated as of February 29, 2008, among
BUILDING MATERIALS HOLDING CORPORATION, as borrower; BMC WEST
CORPORATION AND OTHER SUBSIDIARY GUARANTORS; WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Administrative Agent, Joint Lead
Arranger, Joint Book Manager Swingline Lender and L/C Issuer;
JPMORGAN CHASE BANK, N.A., as Documentation Agent; J.P. MORGAN
SECURITIES INC., as Joint Lead Arranger and Joint Book Manager;
and other financial institutions, the Borrower covenants with the
Lenders not to permit its Consolidated Net Worth as of the last
day of any fiscal quarter to be less than (i) $200,000,000, plus
(ii) 50% of Consolidated Net Income for each fiscal quarter --
without giving effect to any net loss for any period -- ending
after Feb. 29, 2008, plus (iii) 50% of all Net Issuance Proceeds
for all issuances of equity by Holdings and its subsidiaries
completed in any fiscal quarter ending after Feb. 29.

Holdings also covenants with the Lenders not to permit, as at the
end of any fiscal quarter, measured on a consolidated basis for
Holdings and its Subsidiaries for the period of four fiscal
quarters ended on such date, the ratio of (i) EBITDA to (ii)
Interest Expense to be less than these amounts for these periods:

  Period                       Interest Coverage Ratio
  ------                       -----------------------
  December 31, 2008                  1.00:1.00
  January 1, 2009 through and
     including March 31, 2009        1.25:1.00
  April 1, 2009 through
     June 30, 2009                   1.75:1.00
  July 1, 2009 and thererafter       2.50:1:00

Holdings also convenants not to permit, as at the end of any
fiscal quarter, EBITDA, measured on a consolidated basis for
Holdings and its subsidiaries for these periods, to be less than
these amounts:

   Period                                        Minimum EBITDA
   ------                                        --------------
   Quarter ending March 31, 2008                   ($8,000,000)
   Quarter ending June 30, 2008                    $11,000,000
   Quarter ending September 30, 2008               $21,000,000
   Quarter ending December 31, 2008                 $8,000,000
   4 consecutive quarters ending March 31, 2009    $51,000,000
   4 consecutive quarters ending June 30, 2009     $67,000,000
   4 consecutive quarters ending Sept 30, 2009     $83,000,000
   4 consecutive quarters ending Dec 31, 2009      $98,000,000
   4 consecutive quarters ending March 31, 2010   $100,000,000
   4 consecutive quarters ending June 30, 2010    $105,000,000
   4 consecutive quarters ending Sept 30, 2010    $110,000,000
   4 consecutive quarters ending Dec 31, 2010     $115,000,000
   4 consecutive quarters ending March 31, 2011   $120,000,000
   4 consecutive quarters ending June 30, 2011
     and ending the last day of
     each quarter thereafter                      $125,000,000

Holdings also will not -- and will not permit any of its
Subsidiaries to -- make any Capital Expenditures in excess of, on
a consolidated basis, in any fiscal year these amounts:

   Period                        CapEx Limit
   ------                        -----------
   Fiscal 2008                   $25,000,000
   Fiscal 2009                   $35,000,000
   Fiscal 2010                   $40,000,000
   Fiscal 2011                   $45,000,000

Mr. Smartt said the amended credit facility restricts the
company's ability to incur additional indebtedness, pay dividends,
repurchase shares, enter into mergers or acquisitions, use
proceeds from equity offerings, make capital expenditures and sell
assets.  The amended credit facility is secured by all assets of
its wholly owned subsidiaries, except the assets of its captive
insurance subsidiary.

In connection with the amendment, 60% or $2,400,000 of unamortized
deferred loan costs related to the revolver will be recognized as
interest expense in the first quarter of 2008.  The company also
expects to incur approximately $5,000,000 of fees in connection
with the amendment, and the costs will be amortized over the
remaining term of the credit facility.

Mr. Smartt said the ineffective portion of the interest rate swap
contracts, if any, are being determined.  Other than changes to
the maturity, the terms of the term note remained substantially
the same and the interest rate swap contracts remain an effective
hedge of interest expense, Mr. Smartt said.

A full-text copy of the First Amendment to the Credit Agreement is
available at no charge at http://researcharchives.com/t/s?28b7

                 BMHC Suspends Dividends Payment

In compliance with its amended lending agreement, BMHC's board of
directors has suspended its quarterly cash dividend.  This action
will allow the Company to save approximately $12 million annually.

BMHC further disclosed that it will release fourth quarter and
fiscal 2007 financial results at market close on Thursday,
March 6, 2008.  

           About Building Materials Holding Corporation

Based in San Francisco, California, Building Materials Holding
Corporation (NYSE:BLG) -- http://www.bmhc.com-- provides    
residential construction services and building products to
professional homebuilders and contractors in western and southern
regions of the United States.  It operates through two business
segments: SelectBuild and BMC West. SelectBuild provides framing
and other construction services to high-volume homebuilders in key
markets.  BMC West markets and sells building materials,
manufactures building components and provides construction
services to professional builders and contractors through a
network of 41 distribution facilities and 60 manufacturing
facilities.  It provides construction services and building
products in 16 single-family residential construction markets.  In
November 2006, SelectBuild acquired the remaining 49% interest in
BBP companies.  In March 2007, BMHC's subsidiary, SelectBuild
Construction Inc., acquired the remaining 27% of Riggs Plumbing
LLC.

                             *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Moody's Investors Service placed the ratings of Building Materials
Holding Corporation, including its B1 corporate family rating, its
B2 probability-of-default rating, and its first-lien bank credit
facility rating of B1 (LGD3, 38%) under review for possible
downgrade.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Fitch Ratings downgraded these ratings on Building Materials
Holding Corporation: issuer default rating to 'B+' from 'BB'; and
senior secured debt to 'BB-/RR3' from 'BB+'.  Fitch has also
placed BMHC on rating watch negative.


CHARYS HOLDING: U.S. Trustee Appoints Five Member Creditors Panel
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors in Charys Holding Company Inc.'s Chapter 11 case.

The Creditors Committee members are:

     a) AQR Capital Management
        Attn: Todd Pulvino
        2 Greenwich Plaza
        1st Floor
        Greenwich, CT 06830
        Tel: (203) 742-3002
        Fax: (203) 742-3072

     b) Morgan Stanley & Co. Inc.
        Attn: Bryen Karen
        1585 Broadway
        New York, NY 10036
        Tel: (212) 761-1302
        Fax: (212) 507-4259

     c) LVI Environmental Services Inc.
        Attn: Burton T. Fried
        877 Post Road East
        Suite 4, Westport, CT 06880
        Tel: (203) 222-0584
        Fax: (203) 222-2227

     d) Aristela Capital LLC
        Attn: Robert Lynch
        136 Madison Avenue
        3rd Floor, New York, NY 10016
        Tel: (212) 842-8900
        Fax: (212) 842-8901

     e) The Bank of New York Trust Company NA, as Trustee
        Attn: Gary Bush
        c/o the Bank of New York
        101 Barclay Street
        8 West, New York, NY 10286
        Tel: (212) 815-2747
        Fax: &732) 667-4737
    
Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                       About Charys Holding

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


CHARYS HOLDING: Taps Michael Brenner as Special Counsel
-------------------------------------------------------
Charys Holding Company Inc. and Crochet & Borel Services Inc. ask
the United States Bankrupty Court for the District of Delaware for
authority to employ Michael Brenner, Esq., as their special
counsel, nunc pro tunc to Feb. 14, 2008.

As the Debtors' special counsel, Michael Brenner will provide
legal advice in connection with, but not limited to:

  a) general corporate transactions and matters arising outside of
     bankruptcy;

  b) non-bankruptcy related matters in coordination with the
     Debtors' general bankruptcy counsel, with respect to legal
     matters arising in or relating to the Debtors' ordinary
     course of business, including employee benefit matters,
     attendance at senior management meetings, meeting with the
     Debtors' advisors and meeting with the Charys Holding's Board
     of Directors and any other matters that the Debtors deem
     appropriate;

  c) any necessary consultation with the Debtors' bankruptcy
     counsel, as needed, regarding issues arising in connection
     with postpetition transactions; and

  d) additional services within the area of corporate, certain
     litigation and related matters that may arise in connection
     with the chapter 11 cases, as the Debtors and Brenner may
     agee from time to time.

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

Prior to bankruptcy filing, the Board of Directors of Charys
Holding Co. Inc. authorized the payment of a $450,000 bonus to
Michael Brenner, of which $100,000 was paid in January 2008.  Mr.
Brenner has advised the Debtors that he will waive his claim to
the balance of the bonus.

As payment for his services, Mr. Brenner will bill the Debtors at
the hourly rate of $125.  Mr. Brenner received an advance payment
for professional services performed and to be performed, in
connection with his representation of the Debtors and their non-
debtor affiliates.  As of bankruptcy filing, Mr. Brenner has a
$50,000 remaining credit balance for future professional services.

Mr. Brenner can be reached at:

     Michael Brenner, Esq.
     314 Clematis Street
     Suite 200, West Palm Beach
     Florida 33401    
     Tel: (561) 471-5383

                       About Charys Holding

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


CHASE COMMERCIAL: S&P Junks Rating on Class L Certs. From 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from
Chase Commercial Mortgage Securities Corp.'s series 2000-3.   
Concurrently, S&P lowered its ratings on three classes and
affirmed its ratings on eight other classes from the same
transaction.
     
The raised ratings reflect increased credit enhancement and the
defeasance of 39% ($249 million) of the pool.  The lowered ratings
reflect the diminished operating performance of the largest loan
in the pool (Le Meridien, now known as J.W. Marriott Hotel), as
well as S&P's concerns about several of the other top 10 loans.  
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Feb. 15, 2008, remittance report, the collateral pool
consisted of 85 loans with an aggregate balance of $641.5 million,
down from 95 loans with a balance of $767.5 million at issuance.   
The master servicer, Wachovia Bank N.A., provided interim 2007 and
year-end 2006 net cash flow  debt service coverage (DSC) figures
for 100% of the nondefeased loans.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.19x for
the pool, a decrease from 1.35x at issuance.  The decreased DSC is
primarily due to a decline in cash flow for several of the top 10
loans in the pool.  All of the loans in the pool are current.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $183 million (29% of the pool balance).  Of
the original top 10 loans, five loans have been defeased and one
loan was paid off.  Four of the current top 10 loans are on
servicer's watchlist and are discussed below.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans, and all were
characterized as either "good" or "excellent."
     
Wachovia N.A. reported 17 loans ($172 million, 27%) on its
watchlist.  Four of the top 10 loans represent approximately 55%
($94 million) of the total watchlist.  Details of these four top
10 loans are:   

  -- Le Meridien (now known as J.W. Marriott Hotel; $43 million,
     6.77%) is a 494-room full-service upscale hotel in downtown
     New Orleans, close to the French Quarter.  The loan is the
     largest in the pool and was placed on the servicer's
     watchlist due to low DSC (0.78x as of Dec. 31, 2006)
     resulting from low occupancy.  The property was converted to
     a J.W. Marriott hotel in 2003.  The new owner invested      
     $12.3 million in capital improvements, including work on
     public space, guest rooms, and mechanicals.  The property
     suffered minor damage from Hurricane Katrina but was fully
     restored.  The operating performance of the hotel has
     suffered from the downturn in the New Orleans economy in
     general, and tourism in particular, since Hurricane Katrina.  
     Standard & Poor's revaluation of this asset reflects its
     expectation that the hotel will not return to pre-Katrina
     operating levels until New Orleans' economy recovers.

  -- The Cambrian Apartments loan ($17.5 million, 2.74%) is
     secured by a 383-unit multifamily property renovated in 2000
     in Aurora, Colorado, five miles southeast of Denver.  The
     loan was placed on the servicer's watchlist due to low DSC
     (0.73x for the nine months ended Sept. 30, 2007).  While the
     property remains well occupied (95% as of January 2008), its
     rents remain below market levels.

  -- Two Bent Tree Tower ($17.3 million, 2.70%) is a 172,513-sq.-
     ft. multitenant office building in Addison, Texas,
     approximately 13 miles north of downtown Dallas.  The
     property's DSC had declined to 0.90x at Sept. 30, 2007, from
     1.28x at issuance.  While the property is well occupied (96%
     as of January 2008), the decrease in DSC was mainly due to
     declining rent levels in the local market.

  -- The Lakepointe Office and Tech Buildings loan ($15.9 million,
     2.49%) is secured by a 159,143-sq.-ft. office building in
     Lewisville, Texas, northwest of Dallas.  The loan was placed
     on the servicer's watchlist due to a decline in DSC.  
     Occupancy was 94% as of September 2007.  For the nine months
     ended Sept. 30, 2007, DSC was 0.99x.
     
The remaining loans are on the servicer's watchlist primarily due
to low occupancy, lease expirations, and/or low DSC levels.
     
One asset, Marriott Courtyard - Six Flags ($2.7 million, 4.4%), is
with the special servicer, LNR Partners Inc.  The property is a
78-room hotel in Lithia Springs, Georgia, just 14 miles west of
Atlanta.  The asset was transferred to the special servicer in
October 2007 because the borrower defaulted under the franchise
agreement.  The property shows a DSC of 1.71x as of Dec. 31, 2006,
but 2007 data is not available.  Standard & Poor's does not expect
a loss upon the resolution of this asset.
     
Standard & Poor's stressed various loans on the servicer's
watchlist, along with other loans with credit issues, as part of
its analysis.  The resultant credit enhancement levels support the
current rating actions.

                          Ratings Raised
   
            Chase Commercial Mortgage Securities Corp.
     Commercial mortgage pass-through certificates series 2000-3

                        Rating
                        ------
           Class     To        From         Credit enhancement
           -----     --        ----         ------------------
           C         AA+       AA                      17.16%
           D         AA        AA-                     15.51%
   
                         Ratings Lowered

            Chase Commercial Mortgage Securities Corp.
      Commercial mortgage pass-through certificates series 2000-3

                        Rating
                        ------
           Class     To        From         Credit enhancement
           -----     --        ----         ------------------
           J         B         B+                      2.65%
           K         B-        B                       2.05%
           L         CCC+      B-                      1.46%

                         Ratings Affirmed
   
            Chase Commercial Mortgage Securities Corp.
      Commercial mortgage pass-through certificates series 2000-3

           Class     Rating                 Credit enhancement
           -----     ------                 ------------------
           A-2       AAA                       27.62%
           B         AAA                       21.94%
           E         A-                        11.77%
           F         BBB+                      10.58%
           G         BB+                        5.94%
           H         BB                         5.04%
           I         BB-                        4.15%
           X         AAA                         N/A
   
                       N/A - Not applicable.


CHRYSLER LLC: Corrects Erroneously Reported $2.7 Billion Loss
-------------------------------------------------------------
Several media outlets have erroneously reported a loss of
approximately $2.7 billion by Chrysler LLC between Aug. 4, 2007,
and Sept. 30, 2007, the company said.

In fact, the company continued, from an operating earnings
standpoint, Chrysler was profitable during this time period.  
Also, Chrysler lost significantly less than what was reported
during the course of the full year.

Chrysler believes any differences are attributable due to U.S.
Generally Accepted Accounting Principles versus International
Financial Reporting Standards accounting rules.  These differences
include pension accounting for the UAW settlement and
restructuring and purchases accounting.

                    Daimler's Annual Report

After Chrysler was taken private by Cerberus Capital Management LP
and has stop making its financial statements public, the annual
report of former parent and 19.9% shareholder Daimler AG provides
a glimpse of Chrysler's loss of EUR1.94 billion or $2.94 billion
in an eight-week period between Aug. 4 and Sept. 30, 2007, Edward
Taylor and Josee Valcourt of The Wall Street Journal report.

Daimler also disclosed that it gave Tom LaSorda, who is now
Chrysler's president and vice chairman, a EUR10.4 million bonus
and EUR2.13 million salary as a member of DaimlerChrysler AG board
of directors, the Journal says.

The Wall Street Journal suggests that these figures may spur
disapproval from the United Auto Workers union, which agreed to a
cost-saving deal last year to help Chrysler.

                         About Chrysler

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.


CITIGROUP MORTGAGE: Moody's Lowers Ratings on Three Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service downgraded three classes of certificates
issued by Citigroup Mortgage Loan Trust in 2004.  The actions are
based on the analysis of credit enhancement provided by
subordination, overcollateralization and excess spread relative to
expected losses.

Citigroup Mortgage Loan Trust, Series 2004-CB3 has pool factor of
9% as of January 2008.  The stepping down and continuous losses
have left this deal with thin credit enhancement levels and made
it more vulnerable to pool deterioration in the tail end of its
life.

Complete rating actions are:

Issuer: Citigroup Mortgage Loan Trust, Series 2004-CB3, C-Bass
Mortgage Loan Asset-Backed Certificates

  -- Class B2, downgraded from Baa2 to Ba1;
  -- Class B3, downgraded from Baa3 to B1;
  -- Class B4, downgraded from Ba1 to B3.


DADELAND MALL: S&P Confirms Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Dadeland Mall Mortgage Trust's series 2002-C2A.  At the same
time, S&P affirmed its ratings on the remaining two classes from
the same series and on 22 classes of commercial mortgage pass-
through certificates from LB-UBS Commercial Mortgage Trust 2002-
C2.
     
The raised and affirmed ratings on the Dadeland Mall certificates
reflect the increased operating performance of the property and
the amortization of the whole loan.  The affirmed ratings on the
LB-UBS certificates reflect credit enhancement levels that provide
adequate support through various stress scenarios.
     
As of the Feb. 15, 2008, remittance report, the collateral pool
for the LB-UBS transaction consisted of 85 loans with an aggregate
trust balance of $965.8 million, down from 111 loans totaling
$1.210 billion at issuance.  The master servicer, Wachovia Bank
N.A., reported financial information for 99% of the pool.  The
servicer-provided financial information was full-year 2006 and
interim 2007 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.71x, up
from 1.50x at issuance.  All of the loans in the pool are current,
and one loan is with the special servicer, LNR Partners Inc.  To
date, the trust has experienced five losses, totaling
$0.7 million.
     
The top 10 loans in LB-UBS 2002-C2 secured by real estate have an
aggregate outstanding balance of $536.2 million (56%) and a
weighted average DSC of 1.83x, up from 1.68x at issuance.  
Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans,
and all of the properties were characterized as "good."  The
Center Building loan is on the master servicer's watchlist and is
discussed below.  The Bank of America Tower is the seventh-largest
loan in the pool, with an outstanding balance of $32.2 million.   
The loan is secured by a 299,629-sq.-ft. office property in St.
Petersburg, Florida.  The loan does appear on the master
servicer's watchlist, because the previous largest tenant did not
renew its lease and vacated the property in November 2006.  The
property reported a DSC of 0.63x for nine-month period ending
Sept. 30, 2007.      

Credit characteristics for five of the loans in the LB-UBS 2002-C2
pool are consistent with those of high investment-grade
obligations.  Details of the largest loan are:

  -- The largest exposure in the pool, Dadeland Mall, is
encumbered by a $161.8 million class A note and a $24.3 million
class B note.  The B note provides 100% of the cash flow to the
certificates in the stand-alone Dadeland Mall Mortgage Trust
series 2002-C2A transaction.  The loan is secured by 422,363 sq.
ft. of a 1,471,907-sq.-ft. enclosed super-regional mall in Coral
Gables, Florida.  Standard & Poor's adjusted net cash flow for
this loan is up 21% since issuance, and S&P has raised and
affirmed its ratings on the Dadeland Mall Mortgage Trust series
2002-C2A transaction accordingly.
     
The only loan with the special servicer, Oak Creek Apartments, is
a 212-unit multifamily property in Jacksonville, Florida.  The
loan has a total exposure of $4.7 million, including servicing
advances, as well as interest thereon.  The loan was transferred
to the special servicer in January 2004 due to imminent default.   
The loan remains current.  The borrower obtained the required
insurance coverage and LNR force-placed insurance.
     
Wachovia reported a watchlist of 17 loans ($99.6 million, 10%).   
The largest loan on the watchlist, the Center Building, is the
sixth-largest loan in the pool secured by real estate.  The loan
has an outstanding balance of $32.5 million (3%) and is secured by
a 532,452-sq.-ft. office property in Long Island City, New York.   
The loan appears on the watchlist because the loan's anticipated
repayment date is April 11, 2008, and if the loan is not repaid,
it will begin to hyperamortize.
     
Standard & Poor's stressed the loans on the master servicer's
watchlist and the other loans with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
raised and affirmed ratings.
    
                          Ratings Raised

                   Dadeland Mall Mortgage Trust
   Commercial mortgage pass-through certificates series 2002-C2A

                                 Rating
                                 ------
                    Class     To        From     
                    -----     --        ----
                    B-3       AAA       AA+
                    B-4       AAA       AA
                    B-5       AA+       AA-

                        Ratings Affirmed

                   Dadeland Mall Mortgage Trust
   Commercial mortgage pass-through certificates series 2002-C2A

                       Class     Rating     
                       -----     ------    
                       B-1       AAA
                       B-2       AAA    
    
             LB-UBS Commercial Mortgage Trust 2002-C2
   Commercial mortgage pass-through certificates series 2002-C2

             Class    Rating             Credit enhancement
             -----    ------             ------------------
             A-2      AAA                          23.64%
             A-3      AAA                          23.64%
             A-4      AAA                          23.64%
             B        AAA                          21.92%
             C        AAA                          19.10%
             D        AAA                          17.22%
             E        AAA                          15.34%
             F        AA+                          12.83%
             G        AA                           11.58%
             H        AA-                          10.01%
             J        A-                            8.13%
             K        BBB+                          6.56%
             L        BBB-                          4.99%
             M        BB+                           3.74%
             N        BB                            3.11%
             P        BB-                           2.64%
             Q        B                             1.86%
             S        B-                            1.55%
             T        CCC                           1.23%
             X-CL     AAA                            N/A
             X-CP     AAA                            N/A
             X-D      AAA                            N/A
     
                          N/A -- Not applicable.


DANA CORP: Allowed Unsecured Claims Total $2 Billion
----------------------------------------------------
Pursuant to the Third Amended Joint Plan of Reorganization, Dana
Corp. and its debtor-affiliates filed a 38-page list of allowed
unsecured claims, which total $2,047,009,527.

Wilmington Trust own a substantial portion of the allowed claims,
the largest of which are:

Claim No.      Claimant(Transferee)               Allowed Amount
---------      --------------------               --------------
1701        LEXINGTON ANTIOCH LLC (SPCP GROUP)       $7,200,000
11680       AFFINIA GROUP INC (LEHMAN COMMERCIAL)   $12,700,000
1168000001  AFFINIA GROUP (WINDMILL MASTER FUND)     $9,000,000
13650       BEAR STEARNS INVESTMENT - METALDYNE      $9,361,174
14900       SYPRIS TECHNOLOGIES INC                 $89,900,000
14903       TOLEDO-LUCAS COUNTY PORT AUTHORITY      $15,000,000
13800001    TOYOTA TSUSHO (TCM ALLOCATION)           $7,519,295
12681       WILMINGTON TRUST COMPANY               $453,510,000
12686       WILMINGTON TRUST COMPANY               $361,501,435
12685       WILMINGTON TRUST COMPANY               $277,743,110
12687       WILMINGTON TRUST COMPANY               $170,441,633
12688       WILMINGTON TRUST COMPANY               $154,550,000
12684       WILMINGTON TRUST COMPANY               $116,148,326
12682       WILMINGTON TRUST COMPANY                $78,279,843
12683       WILMINGTON TRUST COMPANY                 $8,773,889

The list of Allowed General Unsecured Claims is available for
free at http://bankrupt.com/misc/Dana_Class5BClaims.pdf

Corrine Ball, Esq., at Jones Day, in New York, noted that to the
extent the holder of any General Unsecured Claim on Allowed
Claims List also holds or asserts any Claim or portion of a Claim
that is not a General Unsecured Claim in Class 5B under the Plan,
that other Claim or portion of a Claim is not included in the
updated Allowed Claims List.

The Reorganized Debtors reserve their rights to amend,
supplement, modify, or correct the updated Allowed Claims List.

The Third Amended Plan projected a 72% to 86% recovery for
general unsecured claims against the Debtors, excluding EFMG LLC,
on an assumption that total general unsecured claims ranged from
$2,500,000,000 to $3,000,000,000.  Holders of general unsecured
claims will receive cash and stock of Dana Holding Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/   
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008.  The
outlook is negative.
           
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan with a recovery rating of
'2', indicating an expectation of average recovery.


DELPHI CORP: Court Extends Lease Decision Deadline to March 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York to
further extended the time within Delphi Corp. and its debtor-
affiliates may assume or reject unexpired leases of nonresidential
real property through and including the earlier of:

   (a) the Effective Date of the Debtors' confirmed First Amended
       Joint Plan of Reorganization; and

   (b) May 31, 2008.

If the Debtors file a subsequent motion to extend the Lease
Decision Deadline before the expiration of the applicable
deadline for a particular lease, and that motion is set for
hearing on the next omnibus hearing date that is at least 20 days
away or is filed in accordance with Rule 6006-1(c) of the Local
Bankruptcy Rules for the U.S. Bankruptcy Court for the Southern
District of New York, the Debtors' deadline to assume or reject
the underlying lease is automatically extended until the later
of:

   -- the date set forth in any subsequent Court order;

   -- three business days after the Court enters an order ruling
      on the Subsequent Motion; and

   -- May 31, 2008.

As reported in the Troubled Company Reporter on Feb. 11, 2008,
the Debtors are lessors or lessees with respect to roughly 80
unexpired leases of nonresidential real property, John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, relates.  Certain of the Real Property
Leases, he noted, are among the Debtors' primary assets and are
vital to their business.

The First Amended Plan provides for the assumption of all of the
Real Property Leases on the Plan Effective Date.  The Debtors'
Lease Decision Deadline expired Feb. 29, 2008.

The Proposed Lease Decision Deadline will be subject to the terms
of the Plan and Plan Confirmation Order, Mr. Butler assured the
Court.  The Proposed Deadline, he added, coincides with the
Debtors' current deadline to solicit acceptances of a
reorganization plan.

The Debtors have remained and fully intend to remain current with
respect to all outstanding postpetition rental obligations under
the Real Property Leases, Mr. Butler continues.  The non-debtor
parties to the Real Property Leases will not be prejudiced by the
proposed extension because the Debtors are making payments under
the Real Property Leases as they come due, he said.

If the Lease Decision Deadline is not extended, the Debtors may
face uncertainty with respect to their ability to assume or
reject the Real Property Leases if the Plan does not become
effective by the current Feb. 29, 2008 Lease Decision Deadline,
Mr. Butler maintained.

                      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, Issue No. 115; 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 Deadline to Remove Civil Actions
-----------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended Delphi Corp. and its
debtor-affiliates' deadline to remove pending judicial and
administrative proceedings through the earlier of:

   (a) 30 days after the effective date of the Debtors' Joint
       Plan of Reorganization; and

   (b) 30 days after the Court enters an order terminating the
       automatic stay with respect an action.

As reported in the Troubled Company Reporter on Feb. 11, 2008,
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, related, the Debtors are parties
to more than 200 judicial and administrative actions pending in
various courts or administrative agencies throughout the United
States.  

The Debtors' deadline to remove Actions in accordance with Section
1452 of the Judiciary and Judicial Procedure Code and Rule 9027 of
the Federal Rules of Bankruptcy Procedure expired on Feb. 29,
2008.

The Debtors expect to emerge from Chapter 11 during the first
quarter of the year.

An extension, Mr. Butler asserted, was necessary in the event that
the Debtors' bankruptcy emergence date is delayed beyond Feb. 29,
2008.  An extension, he added, will afford the Debtors an
opportunity to make fully informed and prudent decisions
concerning the possible removal of the claims and causes of
action in the Actions, thus protecting the Debtors' valuable
right to adjudicate the Actions economically if current or future
circumstances warrant their removal.

The Debtors' request will not prejudice any party whose
proceeding is removed from seeking remand under Section 1452(b)
of the Bankruptcy Code, Mr. Butler pointed out.

                      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, Issue No. 115; 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.


DELTA AIR: Ten Retirees Seek Allowance of 'Look Back' Claims
------------------------------------------------------------
The Delta Pilots' Pension Preservation Organization, Inc., and
four retired pilots sought certification of a purported class
action seeking, among others, approximately $100,000,000 of "look
back" claims -- Claim Nos. 8601 and 8604 -- that Delta Air Lines
Inc. allegedly disregarded in calculating and scheduling the non-
qualified claims under the settlements approved by the U.S.
Bankruptcy Court for the Southern District of New York.

In November 2007, DP3 withdrew the DP3 Class Action with
prejudice, pursuant to a court-approved stipulation.

According to Timothy E. Graulich, Esq., at Davis Polk & Wardwell,
in New York, 10 retirees, including three of DP3's Class
claimants, filed individual proofs of claim, "seeking the
allowance of the very same 'look back' claims . . . in the now-
withdrawn DP3 Class Action."

The Claims are:

    Claimant                 Claim No.         Claim Amount    
    --------                 ---------         ------------
    George Baker               8029                $173,508    
    John Maguire               8072                  34,439
    Donald Mairose             8000                  98,402
    William McGannon           8030                 314,482
    Roscoe McMillan            8009                 188,095
    Gary Simmons               8119           966 per month
    Herbert Summers            8082                  66,906
    Robert Turner              8083                 126,415
    Christopher Waggener       8024                 217,843
                               8592                 460,588
    David McHenry              8047                expunged
                               8599                 399,709

Claim Nos. 8000 and 8024 have been objected to in the Debtors'
20th and 24th omnibus objections.  The Court expunged Claim No.
8047, as objected by the Debtors in their 24th omnibus objection.

According to Mr. Graulich, the Look Back Claims were filed for
ERISA's "look back rules" that merely determine how the Pension
Benefit Guaranty Corporation will allocate the assets of the
terminated qualified plan among plan participants.  The ERISA
rules, Mr. Graulich explains, provides that the PBGC is the only
entity entitled to recover from an employer on account of
unfunded benefit liabilities under the terminated qualified
benefit pension plan.

Mr. Graulich says that there is no legal basis for the Look Back
Claimants to seek non-qualified pension plan claims against Delta
just because they are dissatisfied with their anticipated
qualified plan benefits from the PBGC.  

Moreover, the Look Back Claims raise a question of either federal
regulation or federal law; hence, the Look Back Claimants who
assert miscalculations in their qualified benefits should seek
redress from the PBGC in an appropriate non-bankruptcy forum, Mr.
Graulich says.

Mr. Graulich finds that the Look Back Claims are predicated
entirely upon the PBGC's initial calculations that were
preliminary and remain subject to revision based upon a variety
of factors that may well to finalize.  Accordingly, the Claims
are fundamentally speculative in nature and therefore must be
expunged, Mr. Graulich says, citing See Pineiro, 318 F. Supp. 2d
67, 73 (S.D.N.Y. 2003).

In addition, Mr. Graulich points out that Messrs. Mairose,
McHenry and Waggener are post-termination covered pilots who have
already been allowed claims pursuant to a Court-approved
Stipulation between the Debtors, the Creditors Committee and DP3.
The Stipulation substantially grants claims of pilots who retired
prior to the termination of non-qualified pension plans.  
Specifically, post-termination covered pilots were additional
allowed general non-priority unsecured claims in the aggregate
amount of approximately $728,000,000, in full satisfaction of
their rights under the NQ Plans, Mr. Graulich explains.

Notably, the Stipulation precluded DP3 and all covered retired
pilots from asserting new claims against Delta with respect to
the termination of the NQ Plans; therefore, the Look Back Claims
of the three pilots are direct violation of the Stipulation, Mr.
Graulich contends.

Mr. Graulich further notes that the global claims settlement
arising from the NQ Plans was the core of the NQ Settlement and
the distribution of cash and Delta shares of common stock to
covered pilots.  Delta would have not made the distributions
absent the assurance of a final, comprehensive settlement with
DP3 and the covered pilots, Mr. Graulich tells Judge Adlai Hardin.

                         About Delta Air

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

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

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

                          *     *     *

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


DELTA AIR: Wants Until October 21 to Resolve Disputed Claims
------------------------------------------------------------
Pursuant to Rule 9006(b)(1) of the Federal Rules of Bankruptcy
Procedure, Delta Air Lines Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
further extend their deadline to file objections to various proofs
of claim.

Delta asks for a 180-day extension, or until Oct. 21, 2008, to
attend to the remaining disputed proofs of claim.

The Debtors' current claims objection deadline is April 24, 2008.

Absent an extension of the present Claims Objection Deadline, the
Debtors would be forced to interrupt ongoing negotiations and
proceedings to file several claims objections in order to
preserve their rights with respect to unresolved claims, Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
maintains.

Mr. Huebner relates that in the course of the Debtors' cases,
9,200 proofs of claim aggregating an astronomical $93,000,000 had
to be reviewed, compared to the Debtors' records, or discussed
with claimholders.  Certain of the claims, he adds, are addressed
quickly and others that involve complicated issues and
transactions require detailed analysis and lengthy negotiations.

The Debtors have made progress in resolving disputed claims
through settlement, rejection or otherwise, including:

   -- two distributions totaling approximately 278,000,000 shares
      of New Delta Common Stock have been made under the Plan on
      account of 36,000 allowed unsecured claims in the face
      amount of $12,500,000,000;

   -- 27 omnibus objections have been filed to more than 6,600
      proofs of claim;

   -- 6,100 disputed claims have been resolved, with the initial
      face value of $37,000,000,000;

   -- three omnibus objections filed with respect to 197 proofs
      of claim arising from aircraft-related transactions, and
      discovery requests have been served with respect to 111 tax
      indemnity agreement claims;

   -- variations in contract language from the operative
      documents of more than 200 aircraft leveraged lease
      transactions with respect with respect to TIA claims and
      stipulated loss value have been analyzed and categorized;

   -- four separate "test case" objections to TIA and SLV claims
      have been filed to determine Delta's obligations;

   -- a test case objection to TIA claims have been filed based
      on language under TIA barring TIA claims after transfer of
      beneficial interests;

   -- 39 objections have been filed to more than 240 TIA and SLV
      claims;

   -- 600 aircraft-related, SLV and TIA claims have been
      resolved;

   -- cash distributions and New Delta Common Stock have been
      finalized, calculated and withheld with tax on account of
      substantially all of Delta's general unsecured retiree
      claims;

   -- a $1,200,000,000 Air Line Pilots Association claim has been
      monetized and distributions have been made to all union-
      member employees; and

   -- more than 30,000 W-2 and 1099 tax forms and retirees
      individualized statements have been sent to creditors on
      account of their distributions.

Mr. Huebner also reports that although substantial progress has
been made, there are still remaining unresolved claims that need
to be resolved, including (i) approximately 390 non-aircraft
claims representing approximately $2,400,000,000; (ii) 20
redundant proofs of claim filed by the Internal Revenue Service,
aggregating $31,800,000,000; and (iii) various TIA and SLV
aircraft claims, which have generated considerable litigation.

Absent an extension of the Claims Objection Deadline, the Debtors
will be forced to file all possible objections to each remaining
TIA claims and SLV claims to protect themselves of probable
TIA/SLV rulings that might be overturned on appeal, which would
constitute an enormous waste of resources, Mr. Huebner tells Judge
Adlai Hardin.

Many large, complex Chapter 11 debtors have spent months or even
years longer in bankruptcy than did the Debtors have required
comparable or substantially longer periods of time to resolve
claims, Mr. Huebner notes, citing In re UAL Corp., et al., Case
No. 02-48191 (Bankr. N.D. Ill.) and In re US Airways Group, Inc.,
et al., Case No. 04-13819 (Bankr. E.D. Va.).

Mr. Huebner asserts that the extension will provide adequate
opportunity for the Debtors to complete the process and properly
address thousands of legitimate claimants.

                         About Delta Air

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

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

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

                          *     *     *

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


DELTA AIR: Bell Atlantic Appeals TIA/SLV Claims Disallowance
------------------------------------------------------------
Bell Atlantic Tricon Leasing Corporation, NCC Golf Company, NCC
Key Company, and NCC Charlie Company notified the U.S. Bankruptcy
Court for the Southern District of New York that they will take
an appeal to the U.S. District Court for the Southern District of
New York from Judge Adlai S. Hardin's order sustaining the
objections of Delta Air Lines, Inc. to certain claims they
asserted for tax indemnities and stipulated loss values.

Judge Hardin disallowed and expunged:

   * Claim Nos. 6182, 6183 and 6185 filed by NCC Key Company as
     Owner Participant;

   * Claim Nos. 6184, 6216 and 6217 filed by NCC Golf Company as
     Owner Participant;

   * Claim No. 6186 filed by NCC Charlie Company as Owner
     Participant; and

   * Claim No. 6215 filed by Bell Atlantic Tricon Leasing
     Corporation as Owner Participant.

Judge Hardin ruled that Substitute TIA/SLV Objection 3 is denied
insofar as it relates to Claim Nos. 4703, 4703-1, 4704, 4704-1
and 5335 as originally filed by The Bank of New York as Indenture
Trustee.

The Verizon Entities are owner participants to Tax Indemnity
Agreements involving aircraft with Tail Nos. N121DE, N917DL,
N919DL, N920DL, N921DL, N922DL, N923DL, and N924DL.

The Verizon Entities want the District Court to determine whether
the Bankruptcy Court erred as a matter of law:

   (1) in preventing the Entities from taking any discovery with
       respect to the meaning and function of the TIA's exclusion
       provision;

   (2) in holding that the TIA's exclusion provision is
       unambiguous and in declining to consider the
       uncontroverted extrinsic evidence presented by the
       Entities with respect to the meaning of the exclusion
       provision of the TIAs;

   (3) in refusing to consider any extrinsic evidence as to the
       customs and usages of terms in the leveraged aircraft
       leasing industry in determining that the exclusion
       provision of the TIA is unambiguous;

   (4) in reaching its conclusions as to (i) the interest and
       objective of Delta in negotiating the TIAs; and (ii) the
       expectation and contemplation of the parties who drafted
       the TIAs, without admitting or considering any evidence to
       support these conclusions;

   (5) in holding that the TIAs can be interpreted differently in
       the "bankruptcy context" than they would be if interpreted
       in accordance with applicable state law and its rules of
       contract interpretation;

   (6) in disallowing the Entities' TIA claims and in incorrectly
       applying the exclusion provision, including without
       limitation, by holding that the allowance of, and
       distributions on, the Indenture Trustee's claims in
       accordance with Delta's confirmed plan constitutes the
       "payment" of the claims within the meaning of the
       exclusion provision of the TIAs; and

   (7) in holding that Delta could satisfy the elements of the
       exclusion provision in the TIAs by tendering payment in
       kind -- including shares of stock -- of an amount that was
       not calculated in compliance with the provisions of the
       TIA and the related transaction documents, instead of
       paying the full amount of SLV in U.S. Dollars as  
       required by the applicable contract terms.

                         About Delta Air

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

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

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

                          *     *     *

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


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 will be 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.


DONNA MILDRED BUICE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Donna Mildred Buice
        aka Donna Mildred Buchanan
        130 Cape View Lane
        Eatonton, GA 31024

Bankruptcy Case No.: 08-50560

Chapter 11 Petition Date: March 1, 2008

Court: Middle District of Georgia (Macon)

Debtor's Counsel: Darrell L. Burrow, Esq.
                  Darrell L. Burrow PC
                  4812-A Old National Highway
                  College Park, GA 30337
                  Tel: (404) 559-1121
                  dlburrow@bellsouth.net

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

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

Donna Mildred Buice does not have any creditors that are not
insiders.


DRIVETIME AUTOMOTIVE: S&P Assigns Ratings on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on DriveTime
Automotive Group Inc. and its affiliate DT Acceptance Corp. on
CreditWatch with negative implications.  This CreditWatch listing
will be updated within 90 days.
      
"The CreditWatch listing reflects the negative effect that current
credit market turmoil has had on DriveTime's ability to access the
term securitization markets," said Standard & Poor's credit
analyst Rian M. Pressman, CFA.  Historically, DriveTime has
obtained long-term funding for its subprime automotive receivables
via the securitization market.  However, the limited availability
of bond insurance (DriveTime wraps its securitization transactions
to make the product palatable to investors, as well as to reduce
its all-in cost) has diminished its ability to access asset-backed
securitization funding.

DriveTime has $680 million of committed credit facilities
(including warehouse facilities totaling $500 million), with less
than $480 million currently borrowed.  A significant portion of
this committed capacity matures in first-quarter 2008.  
DriveTime's ability to extend and/or expand committed capacity or
secure alternate forms of funding will be a major determinant as
to whether the rating will be lowered.
     
The CreditWatch listing also reflects S&P's view that DriveTime's
earnings prospects will be diminished due to higher funding and
credit costs.  S&P expects the credit spread attached to the
renewal and/or expansion of committed facilities to be at a higher
rate, increasing the company's blended cost of funds (although
further declines in base interest rates may soften the impact).  
In addition, as unemployment rises, S&P expects delinquencies and
net charge-offs to increase, necessitating increased provisioning.   
Although asset quality metrics are still within acceptable bounds,
as with other industry players, delinquencies have increased.

                          *     *     *

Standard and Poor's assigned its 'B+' long term foreign and local
issuer credit rating.  This rating still holds to date.


DUE WEST: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Due West, LLC
        400 North New York Avenue
        Suite 114
        Winter Park, FL 32789

Bankruptcy Case No.: 08-01574

Chapter 11 Petition Date: March 3, 2008

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: R. Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  bankruptcynotice@lseblaw.com

Estimated Assets: $1 million to $ 10 million

Estimated Debts:  $1 million to $ 10 million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Lennar Homes, LLC                Arbitration/Law       $570,960
700 northwest 107 Avenue         suit filed in
Suite 400                        Seminole County
Miami, FL 33172                  FL

Whispher Winds Landscaping       Claims of Lien         $92,800
441 Ocoee-Apopka Road            filed against Lennar
Ocoee, FL 34761                  Homes and property

Seminole Masonry, Inc.           Trade Debt             $96,300
1726 West Broadway Street
Oviedo, FL 32765

Janus Building & Construction Co Trade Debt             $33,340

CPH Engineering, Inc.            Lawsuit - Seminole     $14,500
                                 County, FL


DURA AUTOMOTIVE: Court Approves 2008 Annual Bonus Plan
------------------------------------------------------
The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware approved Dura Automotive Systems Inc. and its debtor-
affiliates' 2008 Annual Bonus Plan in its entirety after finding
that payments contemplated in the Bonus Plan constitute transfers
and obligations permitted by Section 503(c)(3) of the Bankruptcy
Code.

Judge Carey ruled that every payment and distribution obligation
of the Debtors under the 2008 Bonus Plan will be treated as an
administrative expense pursuant to Section 503(b)(1)(A).

Judge Carey said that if the Debtors have not emerged from
Chapter 11 on or before July 31, 2008, it would determine whether
the delay in emergence has resulted from an inter-creditor
dispute.  If emergence has not occurred on or before July 31, no
payments will be made under the 2008 Bonus Plan without further
Court order.

The compensation committee of the Debtors' board of directors
will formally review and approve the 2008 Bonus Plan prior to any
payments being made, provided that the Compensation Committee
will not modify the terms of the Bonus Plan without further Court
order.

The Debtors will make payments to participants in the 2008 Bonus
Plan in the discretion of the Debtors' management.

Judge Carey clarified that the Official Committee of Unsecured
Creditors' withdrawal of its objection to the Amended 2008 Key
Management Incentive Plan does not constitute an admission that
(i) the participants in the Bonus Plan are not "insiders" as the
term is defined in Section 101(31); and (ii) the Bonus Plan
constitutes a permitted "incentive" bonus program for insiders
under Section 503(c).

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DURA AUTOMOTIVE: Court Approves $2 Mil. Nyloncraft Settlement Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement among Nyloncraft Inc. and Dura Automotive Systems Inc.
and its debtor-affiliates.  Pursuant to the settlement, Nyloncraft
will pay about $2 million to end its obligations to continue
paying principal and interest on a $6 million subordinated notes
it issued to the Debtors when Nyloncraft bought the Debtors'
plastics business for $41 million in January 2002.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
shortly after the Debtors' bankruptcy filing, they were informed
that Nyloncraft was in financial covenant default with its senior
secured lenders, as well as under the Nyloncraft Note.  Nyloncraft
would not be able to make further interest payments to the Debtors
under the Nyloncraft Note.  Accordingly, during the pendency of
their Chapter 11 cases, the Debtors have not received interest
payments on the Nyloncraft Note, which interest payments have
accrued to approximately $647,500 through Feb. 15, 2008.  
Nyloncraft was also unable to make the principal payment required
by the note on Feb. 28, 2007.

The Debtors and Nyloncraft conducted discussions over a
compromise of the Nyloncraft Note amount payable to the Debtors.

As a result of good-faith negotiations, the parties agree that
Nyloncraft will pay $1,997,500 to the Debtors in exchange for a
release from obligations under the Nyloncraft Note.

Proceeds of the settlement will be applied in accordance with the
final revolver DIP order, the interim replacement term loan DIP
order, the revolver DIP facility, the applicable postpetition
financing documents, and the replacement term DIP credit
documents.

Upon receipt of the proceeds by the postpetition revolving loan
agents, any and all liens, replacement term DIP liens, or claims
encumbering the Nyloncraft note arising under or related to the
transactions referenced in or related to the DIP Orders, as well
as any and all Liens, Replacement Term DIP Liens or claims of any
other lenders against the Nyloncrafl Note, will be released.

Upon release of the Proceeds to the Debtors, the Debtors will
disburse the Proceeds in accordance with directions of the DIP
Agents.

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


EURAM-MACUAELY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Euram-Macauley One, LLC delivered to the United States
Bankruptcy Court for the Northern District of Georgia its
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $40,060,000
   B. Personal Property                  2,201
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $22,481,008
      Secured Claims
   E. Creditors Holding                                48,716
      Unsecured Priority
      Claims
   F. Creditors Holding                               164,865
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $40,062,201   [$22,694,589]

Based in Atlanta, Georgia, Euram-Macauley One, LLC filed for
Chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga.
Case No. 08-62164).  G. Frank Nason, IV, Esq. at Lamberth,
Cifelli, Stokes, Ellis & Nason, P.A., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million, and estimated debts of $10 million
to $50 million.


FAIRMONT GENERAL: Defeasance Cues Moody's To Withdraw 'Ba2' Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn the outstanding Ba2 rating
of Fairmont General Hospital assigned to the Series 1994 bonds
issued through the West Virginia Hospital Finance Authority, West
Virginia.

The ratings have been withdrawn due to the defeasance of all
outstanding rated bonds.


FEDDERS CORP: Court OKs Bidding Procedure of Sale of Units' Assets
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved Fedders Corporation and its debtor-affiliates' proposed
bidding procedure for the sale of their Fedders North America Inc.
and Emerson Quite Kool Corporation subsidiaries' assets, Bloomberg
News reports.

A sale hearing will be held on March 12, 2008, at 2:30 p.m., to
consider approval of the Debtors' request.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
under an asset purchase agreement dated Feb. 8, 2008, the Debtors
agreed to sell their assets to Elco Holding Ltd. for $13,250,000
in cash, and agreed to pay $337,940 break-up fee and $84,485 for
reimbursement of out-of-pocket expenses.

On the other hand, the Debtors said that two of their non-foreign
affiliates -- Fedders Air Treatment Research and Development
(Shanghai) Co., Ltd.; and Fedders Shanghai Corporation -- have
agreed to sell all of their assets to Electra Air-Conditioning
(Shenzhen) Co., Ltd., for 3,857,368 in aggregate.

                          Sale Protocol

To participate in the public auction, interested parties must
submit a qualified bid of at least $17,497,000 by 5:00 p.m., on
March 5, 2008.

An auction will be held on March 11, 2008, at 10:00 a.m., at the
offices of Saul Ewing LLP at 222 Delaware Avenue, Suite 1200 in
Wilmington and all biddings will be in increments of $100,000.

Objection to approval must be filed by 5:00 p.m. on March 5, 2008.

A full-text copy of the Debtors' and Elco Holding agreement is
available for free at: http://ResearchArchives.com/t/s?280f

A full-text copy of Fedders Air and Electra agreement is available
for free at: http://ResearchArchives.com/t/s?2810

A full-text copy of Fedders Shanghai and Electra agreement is
available for free at: http://ResearchArchives.com/t/s?2811

                    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.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.


FREMONT GENERAL: Gets Notices of Default on $3.15 Billion Loan
--------------------------------------------------------------
Fremont General Corporation, doing business primarily through its
wholly owned bank subsidiary, Fremont Investment & Loan, received
notices from two affiliated third party purchasers of an aggregate
of $3.15 billion of residential sub-prime mortgage loans that the
company sold in March 2007, alleging that the company was in
default with respect to at least one of several obligations that
the company had undertaken in connection with the loan sales.

As reported in the Troubled Company Reporter on March 22, 2007,
Fremont's banking unit entered into two agreements with respect to
the sale of residential sub-prime mortgage loans and related
servicing to two affiliated third party purchasers.  To support
the Bank's obligation to repurchase any loans that were sold in
the transaction, which might subsequently breach any of the
specific representations and warranties made in connection with
the Loan Sale Agreements, Fremont General provided each of the
purchasers with a guaranty to honor any of the Bank's obligations
under such Loan Sale Agreements.

In support of the guaranties, Fremont General covenanted that for
two years following the effective date of the loan sale
transactions and for three years, if in connection with a sale,
liquidation and certain other types of transactions involving the
Company, it would not permit the Company's "tangible net worth,"
at any time to be less than $250 million.

To the extent that Fremont General fails to comply with such
covenant, it agreed to either provide a letter of credit
acceptable to the purchasers in an amount equal to the tangible
net worth deficiency -- i.e., the difference between $250 million
and Fremont General's then tangible net worth on an ongoing basis
-- or deposit into a reserve account from sources that would not
otherwise further diminish the Company's tangible net worth an
amount that would be equal to such tangible net worth deficiency.  
Fremont General further agreed to deliver, on a quarterly basis
after the effective date of the loan sale transactions, specified
financial statements on both a consolidated basis and also of the
Bank, along with a certification of the Company's chief financial
officer, both with respect to such financial statements and as to
compliance with the referenced tangible net worth covenant.

Fremont General has determined that the financial statement
delivery obligations and related certifications for the quarters
ended June 30, Sept. 30 and Dec. 31, 2007 were not delivered by
Fremont General as required by the guaranties.

Moreover, as previously disclosed in the TCR, in connection with
ongoing reviews and the Company's preparation of its 2007
consolidated financial statements, which have not yet been
completed, Fremont General and the Bank may need to record
additional asset write-downs and reserves, which could result in
further losses or, alternatively, will require the Bank to adjust
downward its regulatory capital.

Consequently, the Company's new management is not yet able to make
delivery of its December 2007 financial statements and the related
certifications required by the guaranties.  The Notices require
Fremont General to provide the purchasers either with assurances
that Fremont General meets the referenced tangible net worth
covenant or to take the actions called for by the guaranties.

At this time, the Company's new management cannot confirm that
Fremont General is able to satisfy the tangible net worth covenant
as of Dec. 31, 2007 due to its ongoing efforts to complete its
2007 consolidated financial statements, but believes it is likely
that Fremont General will not be in compliance with such covenant
at Dec. 31, 2007 and, therefore, would be in default under the
guaranties, as a result of the losses incurred during 2007 coupled
with the possible additional write-downs and reserves that it may
be required to establish.  Under such circumstances, and given the
Company's limited available liquidity and overall financial
condition, Fremont General is not in a position to either
provide a letter of credit or deposit cash into a reserve account.

Although the Company's new management has initiated discussions
with the purchasers to seek a waiver of this guaranty requirement,
no assurances can be made as to whether such discussions will be
successful or that the purchasers will not file a lawsuit against
the Company or declare an event of default.  To the extent that
litigation is pursued and the Company was not successful in
defending any such lawsuit, its ability to continue to conduct
business as a going concern would be called into question.

The purchasers had previously requested the Bank to repurchase
approximately $11 million of the loans sold under the Loan Sale
Agreements due to alleged breaches of representations and
warranties.  The Bank is evaluating these requests as it does with
all such repurchase requests to determine whether they are
appropriate.  The Notices do not allege that the Bank is in breach
of its obligations under the Loan Sale Agreements, but rather that
Fremont General has failed to deliver the required financial
statements and related certifications required under the
guaranties.

                     About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial   
services holding company which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail Banking Division of Fremont Investment & Loan continues
to offer a variety of savings and money market products as well as
certificates of deposits across its 22 branch network. Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Fremont General Corp. to 'CCC+' from
'B-'.  At the same time, S&P removed its ratings on Fremont from
CreditWatch Developing, where they were placed on May 22, 2007,
and placed on them on CreditWatch Negative.


FORTUNOFF: Court Approves Sale of Assets to NRDC's H Acquisition
----------------------------------------------------------------
Fortunoff Fine Jewelry & Silverware LLC and its debtor-affiliates
obtained approval of the U.S. Bankruptcy Court for the Southern
District of New York to sell substantially all of their assets to
H Acquisition LLC, an affiliate of NRDC Equity Partners LLC,
Christopher Scinta at Bloomberg News reports.

According to Mr. Scinta, NRDC, which operates the Lord & Taylor
department store chain, had the only offer that would keep the 23
Fortunoff stores open.

"This deal saves jobs and the franchise of the Fortunoff
company, which everybody knows has been a real icon," Sally
McDonald Henry, Esq., at Skadden Arps Slate Meagher & Flom, in
New York, said, according to Ms. Scinta.

At an auction for the asset sale held on February 26, NRDC
consented to assume more liabilities as previously agreed on with
Fortunoff, like taxes and contract cure costs, increasing the
purchase price by $6,000,000 to $7,000,000, from an original
amount of $80,000,000, Mr. Scinta recounts.

There will be no holdback or purchase-price adjustment under
deal, Mr. Scinta says, with cash proceeds from the sale to be
made available to pay off Fortunoff's creditors.

"Unsecured creditors do not appear to be in the money," Brett
Miller, the attorney for Fortunoff's unsecured creditors
committee, said.  The NRDC purchase is still "better than a
liquidation,"  Mr. Brett noted.

Ms. Henry disclosed that Fortunoff doesn't expect to be able to
confirm a Chapter 11 Plan of Reorganization, but instead, may
seek to wind down through a structured dismissal of the
bankruptcy case, according to Bloomberg.

Alicia Leonhard, an attorney with the U.S. Trustee's
Office, held that Fortunoff's case should be converted to a
Chapter 7 liquidation if it can't confirm a Plan, because the
government would oppose any so-called structured dismissal.

Harbinger Acquisition Jewelco LLC, which reportedly contemplated
bidding for the Debtors' assets, didn't participate at the
auction, according to Bloomberg.

                            CEO Ousted

Amid Lord & Taylor's purchase of substantially all of its assets,
Fortunoff has ousted chief executive Arnold Orlick, according
to WWD.COM.  Prior to joining Fortunoff in May 2006, Mr. Orlick
served as ceo and chairman of Federated Department Stores'
Rich's/Lazarus/Goldsmith's division, now Macy's.

               Termination of Finlay-NRDC Agreement

As reported in the Troubled Company Reporter on Feb. 29, 2008,
Finlay Enterprises Inc. received notification from Lord & Taylor
that the company's license agreements will not be renewed upon the
expiration of the agreements on Jan. 31, 2009.  Finlay will
close a total of 47 Lord & Taylor locations at the end of fiscal
2008.

This development follows the acquisition of Fortunoff out of
bankruptcy by an affiliate of NRDC, which owns the Lord & Taylor
department store chain.  Lord & Taylor has indicated its intent to
operate its own jewelry departments through Fortunoff.

                        About Fortunoff

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

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

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

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

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


GATEWAY TRUCK: Voluntary Chapter 11 Case Summary  
------------------------------------------------
Debtor: Gateway Truck Terminal I, Ltd.
        1019 Constantinople
        Laredo, TX 78040

Bankruptcy Case No.: 08-50050

Chapter 11 Petition Date: March 3, 2008

Court: Southern District of Texas (Laredo)

Debtor's Counsel: Jesse Blanco, Jr., Esq.
                  Attorney at Law
                  P.O. Box 680875
                  San Antonio, TX 78268
                  Tel: (210) 509-6925
                  jesseblanco@sbcglobal.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

The Debtor did not file a list of its 20 largest unsecured
creditors.


GENTIVA HEALTH: Completes $55 Mil. Purchase of Home Health's Stake
------------------------------------------------------------------
Gentiva Health Services Inc. completed its acquisition of 100% of
the ownership interest in Home Health Care Affiliates Inc. and
certain of its subsidiaries and affiliates for $55 million in
cash, subject to post-closing adjustments.

The company relates that the transaction, which extends Gentiva's
home health operations to 37 states, has been funded from a
combination of Gentiva's existing cash balances and borrowings
from its revolving credit facility.  The transaction will be
accretive to Gentiva's fiscal 2008 results.

HHCA operates home health and hospice agencies in Mississippi
under the brand names of Gilbert's Home Health and Gilbert's
Hospice Care.

"We extend a warm welcome to all Gilbert's employees and
anticipate a smooth transition in delivering our services to home
health and hospice patients in the state," Ron Malone, Gentiva
chairman and CEO, said.  "We also look forward to the possibility
of bringing our groundbreaking specialty home health programs and
other Gentiva services to this region as yet another way to
differentiate us from the competition and build strong
relationships with physicians and payers."

              About Home Health Care Affiliates Inc.

Headquartered in Memphis, Tennessee, Home Health Care Affiliates
Inc. -- http://www.hhca.com/-- aka Gilbert's Home Health and  
Gilbert's Hospice Care is a business mix that is approximately 81%
Medicare.  The company has approximately 500 employees and deliver
their services through 14 locations covering 50 of 82 counties in
Mississippi, a Certificate of Need state for home health.  
Gilbert's was founded in 1977.

                 About Gentiva Health Services

Based in Melville, New York, Gentiva Health Services Inc.
(NasdaqGS: GTIV) -- http://www.gentiva.com/-- is the nation's    
largest provider of comprehensive home health and related
services.  The company serves patients across the United States,
through its direct service delivery units or through
CareCentrix(R), which manages home health services for major
managed care organizations.  

                          *     *     *  

Gentiva Health Services Inc. continues to carry Moody's Investors
Service 'B1' probability of default rating, 'Ba3' bank loan rating
and 'Ba3' long term corporate family rating placed in February
2006.


GEORGE CARNIE: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: George Major Carnie
        1317 Hundred Acre Wood Way
        Kettle Falls, Washington 99141

Bankruptcy Case No.: 08-00741

Chapter 11 Petition Date: February 29, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Kevin O'Rourke, Esq.
                  Southwell & O'Rourke
                  421 West Riverside Avenue
                  Suite 960
                  Spokane, Washington 99201
                  Tel: 509-624-0159
                  Fax: 509-624-9231
                  korourke@southwellorourke.com

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

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

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
NewTec Truck Repairs                               $13,705
P.O. Box 1029
Kettle Falls, WA 99141

Bank of America                                    $11,700
225 East 1st Avenue
Colville, WA 99114

NCO Financial Systems                              $6,017
P.O. Box 15456
Wilmington, DE 19856

Busch Oil Company                                  $4,100

Melkel Engineering                                 $2,200

Lawson Truck Repair                                $1,800

John M. Frick                                      $500

Sutell & Associates                                $1


GENERAL MOTORS: Two Plants Idled Due to Supplier's Labor Dispute
----------------------------------------------------------------
Two additional production facilities in Moraine, Ohio, and
Mishawaka, Indiana, have been affected by the labor dispute
between the United Auto Workers union and key supplier American
Axle & Manufacturing Inc., according to a GM production statement.  
A Toledo Transmission plant is anticipated to be shutdown on
March 10, 2008, and is expected 1,444 hourly and 219 salaried
workers to be laid off.

The Moraine plant, which produces Chevrolet Trailblazer, GMC
Envoy, Saab 9-7x and Isuzu Ascender sport utility vehicles, ceased
production at 8 p.m., on March 3, 2008.  A total of 2,170 hourly
workers and 191 salaried employees are displaced.  

The Mishawaka plant, which manufactures the HUMMER H2, ceased
production at 9:30 a.m., on March 4, 2008.  About 389 hourly
workers and 88 salaried employees are temporarily affected.

As reported in the Troubled Company Reporter on March 3, 2008,
two more GM plants are likely to shutter this week as supplier
American Axle continues to negotiate with UAW union workers on
strike.  GM's production of Chevrolet Silverado and GMC Sierra
pickups at the Pontiac Assembly Center, which has 2,500 hourly and
salaried employees, in Michigan, ceased after the first shift on
Feb. 28, 2008.  On Friday, GM production factories in Flint,
Michigan, Fort Wayne, Indiana, and Oshawa, Ontario, were idled
after the second shift, displacing a total of 9,503 hourly and
salaried workers.

UAW president Ron Gettelfinger and Vice President James Settles
disclosed that members at American Axle began an unfair labor
practices strike at 12:01 a.m. on Feb. 26, 2008, following
expiration of a four-year master labor agreement.

Law-off numbers will vary on a day-to-day basis, as some employees
will be needed at work for training, maintenance and other
activities.  The figures of employees displaced is for employees
at manufacturing operations only, excluding Service Parts and
Operations and other automotive (non-manufacturing) sites.

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.


GMAC LLC: Fitch Chips Ratings and Removes Negative CreditWatch
--------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the long-term Issuer Default Rating GMAC LLC and related
subsidiaries to 'BB' from 'BB+'.  Fitch has also affirmed the 'B'
short-term ratings.  Fitch originally placed GMAC on Rating Watch
Negative on Nov. 14, 2007.  The Rating Outlook is Negative.  
Approximately $100 billion of unsecured debt is affected by this
action.

The downgrade of GMAC's LT IDR reflects in part the company's
financial support for its wholly-owned subsidiary ResCap, which
generated considerable losses in 2007.  In addition, the downgrade
reflects Fitch's view that some of the operating momentum, in the
form of increased business diversification from General Motors,
that was expected from GMAC's separation from GM has lessened due
to the broad challenges the company is facing.

The Negative Outlook reflects the more challenging economic and
financing environment that GMAC will face throughout 2008.  Fitch
believes that while the automotive finance and insurance
businesses produced acceptable results in 2007, this will likely
weaken in 2008 due to increased funding and credit costs, and
lower new car sales.  Rising funding cost primarily reflect weaker
execution from securitization transactions, while rising credit
costs reflect Fitch's view that both default frequency and loss
severity will increase in the retail automotive finance portfolio.

Fitch may downgrade ratings further if automotive credit quality
were to weaken beyond historical averages for GMAC or if GMAC were
to provide additional and material financial support to ResCap.

Fitch has downgraded these ratings and removed them from Rating
Watch Negative:

GMAC LLC
GMAC International Finance B.V.
GMAC Bank GmbH
GMAC Canada Ltd.
General Motors Acceptance Corp. of Canada Ltd.
General Motors Acceptance Corp. of Australia
  -- Long-term IDR to 'BB' from 'BB+';
  -- Senior debt to 'BB' from 'BB+'.

General Motors Acceptance Corp. (N.Z.) Ltd.
  -- Long-term IDR to 'BB' from 'BB+'.

Fitch has also affirmed these ratings:

GMAC LLC
GMAC International Finance B.V.
GMAC Bank GmbH
General Motors Acceptance Corp. of Canada Ltd.
General Motors Acceptance Corp. of Australia
GMAC Australia (Finance) Ltd.
General Motors Acceptance Corp. (U.K.) Plc
General Motors Acceptance Corp. (N.Z.) Ltd.
  -- Short-term IDR 'B';
  -- Short-term debt 'B'.

GMAC Canada Ltd.
  -- Short-term IDR 'B'.


GO FIG: Patients Wants $4.3 Mil. in Unconsumed Services Returned
----------------------------------------------------------------
Several Go fig., Inc.'s patients are demanding the return of at
least $4.3 million, based on a filing with the U.S. Bankruptcy
Court for the Eastern District of Missouri, Christopher Tritto
writes for the St. Louis Business Journal.

The patients' demand is distinct from claims filed under seal by
another set of patients since the Debtor's closure warning in
early December 2007, BizJournal says.

The report relates that patients made pre-payments for booked
sessions with the Debtor, which they hadn't enjoyed when the
Debtor closed.

According to a filing on Feb. 6, 2008, the Debtor owes at least
500 former workers in back wages totaling $632,331, BizJournal
reports.

                           About Go Fig.

Based in Phoenix, Arizona, Go fig., Inc. -- http://www.fig.com/--  
provides medically supervised body-shaping services, operating and
managing 15 centers across the U.S.  It employs more than 500
people.  The company and 11 of its affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bankr. E.D. Mo. Lead Case No. 08-
40116).  Spencer P. Desai, Esq., at Capes Sokol Goodman and
Sarachan PC represents the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has been
appointed in the Debtors' cases.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.


GSAMP: Fitch Affirms 'B' Ratings on Two Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on 2 GSAMP mortgage
pass-through certificates.  Affirmations total $175.8 million and
downgrades total $25.8 million.

GSAMP 2005-SEA2
  -- $79.3 million class A-1 affirmed at 'AAA';
  -- $14.3 million class A-2 affirmed at 'AAA';
  -- $5.9 million class M-1 affirmed at 'AA+';
  -- $5.0 million class M-2 affirmed at 'AA';
  -- $2.4 million class B-1 affirmed at 'A+';
  -- $0.9 million class B-2 affirmed at 'A';
  -- $1.7 million class B-3 affirmed at 'BBB+';

Deal Summary
  -- Originators: Bank of America (64.91%); WAMU (18.97%);
     National City (12.93%); (all others less than 10%).
  -- 60+ day Delinquency: 4.45%
  -- Weighted Average Seasoning at Origination: 20 months

GSAMP 2006-SEA1
  -- $65.8 million class A-1 affirmed at 'AAA';
  -- $12.3 million class M-1 downgraded to 'A' from 'AA';
  -- $7.9 million class M-2 downgraded to 'BBB-' from 'A';
  -- $2.9 million class B-1 downgraded to 'BB' from 'BBB+';
  -- $1.0 million class B-2 downgraded to 'B' from 'BBB';
  -- $1.5 million class B-3 downgraded to 'B' from 'BBB-';

Deal Summary
  -- Originators: TransAmerica (24.61%); Long Beach (23.46%); Bank
     of America (15.41%); (all others less than 10%).
  -- 60+ day Delinquency: 25.27%
  -- Weighted Average Seasoning at Origination: 48 months

The above transactions were comprised of seasoned mortgage loans
at origination.

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.


GS MORTGAGE: Fitch Cuts Ratings to BB from BBB on Two Loan Classes
------------------------------------------------------------------
Fitch Ratings has affirmed 10 classes and downgraded four from
these GS Mortgage Securities Corp. trusts:

Series 2005-SD1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 downgraded to 'BBB' from 'BBB+;
  -- Class B-1 downgraded to 'BB' from 'BBB;
  -- Class B-2 downgraded to 'B' from 'BBB- and placed on Rating
Watch Negative.

Series 2005-SD2
  -- Class M-1A and M-1B affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'A+';
  -- Class B-1 affirmed at 'A-';
  -- Class B-2 affirmed at 'A-';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 downgraded to 'BB' from 'BBB.

The underlying collateral of series 2005-SD1 and 2005-SD2 consist
of performing, sub-performing and re-performing first or second
lien, fixed or adjustable-rate mortgage loans secured by
residential properties or manufactured homes.  The mortgage loans
were originated or purchased by Ameriquest Mortgage Company, First
National Bank of Nevada, First Franklin Financial Corporation,
Option One, Keybank, and other loan sellers.  The mortgage loans
were purchased by an affiliate of GS Mortgage Securities Corp.,
the depositor, which in turn sold the mortgage loans to the
depositor.

The affirmations affect approximately $123.0 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades,
affecting approximately $27.2 million of the outstanding
certificates, and the classes placed on Rating Watch Negative
affecting $3.8 million, are taken as a result of a deteriorating
relationship between credit enhancement and expected loss.

The aforementioned trusts are seasoned 31 to 36 months and have
pool factors of 33% and 34%.  The overcollateralization for
2005-SD1 and 2005-SD2 has fallen below target by 41% and 21%
respectively.  Ocwen Financial Corp., rated 'RSS2' by Fitch, is
the servicer for both transactions.


HERBST GAMING: Fin'l Advisor Retention Cues Moody's To Chip Rating
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Herbst Gaming,
Inc.'s, including the corporate family rating which was downgraded
to B3 from B2, following the company's Feb. 28, 2008 announcement
that it has engaged Goldman Sach's & Co. as financial advisor to
assist the company with its evaluation of strategic and financial
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.  Herbst's
ratings were also placed under review for possible further
downgrade.

The downgrade recognizes that the company may find it difficult to
identify or accomplish a near-term strategic alternative that
would materially reduce leverage in the near-term, particularly
given the current volatility in the capital markets, the
possibility of further weakening in the economy, lower than
expected revenues from the company's non-Nevada casino properties,
and continued impact from the smoking ban.

While the review for downgrade considers the possibility that a
strategic alternative could emerge that results in a credit
profile consistent with Herbst's B3 corporate family rating,
ratings could be lowered further if a strategic alternative is not
accomplished in the next 90-day period that improves the company's
longer-term liquidity profile and ability to reduce leverage.   
Independent of any strategic and financial alternative decision,
ratings could be lowered if Herbst reports a further decline in
near-term financial results.

Moody's prior rating action related to Herbst occurred on Nov. 12,
2008.  At that time, Moody's lowered the company's corporate
family rating and probability of default rating to B2 from B1.  
Its senior secured bank loan rating was lowered, to B1 (LGD-3,
34%) from Ba3 (LGD-3, 33%), and its senior subordinated note
rating was lowered to Caa1 (LGD-5, 89%) from B3 (LGD-5, 78%).  A
stable rating outlook was assigned.

According to the company, its decision to evaluate strategic
alternatives was based on the expectation that the operating and
financial challenges resulting from the Nevada smoking ban that
was passed November, 2006 and general economic weakness would
continue.  These two factors, along with lower than expected
revenues at Herbst's Primm properties that were acquired in April
2007, were the primary reasons for the downgrade that occurred on
Nov. 12, 2007.

These ratings were lowered and remain on review for possible
further downgrade:

  -- corporate family rating, to B3 from B2;

  -- probability of default rating, to B3 from B2;

  -- $175 million revolver 2011, to B2 (LGD-3, 34%) from B1
     (LGD-3, 34%);

  -- $325 million term loan 2011, to B2 (LGD-3, 34%) from B1
     (LGD-3, 34%);

  -- $160 million 8.125% senior subordinated debt 2012, to Caa2   
     (LGD-5, 89%) from Caa1 (LGD-5, 89%); and

  -- $170 million 7% senior subordinated debt 2014, to Caa2
     (LGD-5, 89%) from Caa1 (LGD-5, 89%)

Herbst Gaming, Inc. is an established slot route operator in
Nevada with over 7,400 slot machines and currently owns and
operates casinos in Nevada, Missouri and Iowa.  Net revenue for
the last 12-month period ended Sept. 30, 2007 was $724 million.


HOLLEY PERFORMANCE: U.S. Trustee Wants Vendors' List Shown
----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, objected
to Holley Performance Products Inc. and its debtor-affiliates'
request to file under seal the declaration of their chief
executive officer, Thomas W. Tomlinson, related to the Debtors'
proposal to pay prepetition claims.

There is nothing secret about a list of vendors, all or the vast
majority of which must also be disclosed in the schedules that
the Debtors are required to file in the case pursuant to Rule  
1007(b) of the Federal Rules of Bankruptcy Procedure, according to
the U.S. Trustee's complaint filed on Feb. 29, 2008.

According to the affidavit of Mr. Tomlinson, the Debtors asked
the United States Bankruptcy Court for the District of Delaware
for authority to pay claims as they become due, including claims
of certain of their vendors and suppliers.

The Debtors also asked the Court to keep the list of vendors and
suppliers confidential to any entity, except:

   -- Court;

   -- office of the United States Trustee for the District of
      Delaware;

   -- agent for the Debtors' proposed postpetition secured debtor
      in possession credit facility; and

   -- indenture trustee for the secured second lien notes.

At a hearing held on Feb. 12, 2008, the Court, on the interim
basis, approved the Debtors' plea to pay prepetition claims, but
the payments capped at $4 million.

The U.S. Trustee points out that the Debtors were authorized, in
their sole discretion, to pay payable claims consistent with their
prepetition terms.  There is no cause for confidentiality under
these circumstances, it argued.

Accordingly, the U.S. Trustee asks the Court to deny the Debtors'
request.

A hearing has been set on March 5, 2008, at 2:00 p.m., whether to
approved the U.S. Trustee's request.

                    About Holley Performance

Bowling Green, Kentucky-based Holley Performance Products Inc.
-- http://www.holley.com/-- was founded in 1903 by brothers      
George and Earl Holley.  It currently employs 390 workers in
Kentucky, California and Mississippi.  It is the parent company of
various companies offering the Holley brands, including Hooker,
FlowTech and Nitrous Oxide Systems.  Holley carburetors power
every NASCAR(R) Sprint(R) Cup team and every NHRA(R) Pro-Stock
champion.  The Holley line also includes performance fuel pumps,
fuel injection, intake manifolds, cylinder heads & engine dress-up
products for street performance, race and marine applications.

The company filed for Chapter 11 protection on Feb. 11, 2008
(Bankr. D. Del. Case No.08-10256).  Evelyn J. Meltzer, Esq., and
David B. Stratton, Esq., at Pepper Hamilton, L.L.P., represents
the Debtors' in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in these cases
to date.  When the Debtors filed for protection against their
creditors, it listed total assets of $106,000,000 and total debts
of $243,000,000.

As reported in the Troubled Company Reporter on Feb. 14, 2008,
the Court granted the Debtors to obtain, on an interim basis, up
to $60 million in secured postpetition financing from
Wells Fargo Foothill Inc.


HSBC: Fitch Downgrades Ratings on $2.8 Billion Certificates
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on HSBC mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Downgrades total $2.8 billion.  Additionally, $1.6 billion was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

HSI Asset Securitization Corporation Trust 2007-OPT1
  -- $334.9 million class I-A downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.77, LCR: 1.27);

  -- $74.2 million class II-A-1 downgraded to 'AA' from 'AAA'
     (BL: 54.68, LCR: 1.74);

  -- $24.1 million class II-A-2 downgraded to 'AA' from 'AAA'
     (BL: 47.70, LCR: 1.52);

  -- $40.5 million class II-A-3 downgraded to 'A' from 'AAA'
     (BL: 39.83, LCR: 1.27);

  -- $6.3 million class II-A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.32, LCR: 1.25);

  -- $35.0 million class M-1 downgraded to 'B' from 'A'
     (BL: 33.75, LCR: 1.08);

  -- $24.9 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 29.69, LCR: 0.95);

  -- $15.2 million class M-3 downgraded to 'CCC' from 'BBB'
     (BL: 27.13, LCR: 0.86);

  -- $14.0 million class M-4 downgraded to 'CCC' from 'BBB-'
     (BL: 24.70, LCR: 0.79);

  -- $13.2 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 22.35, LCR: 0.71);

  -- $10.5 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 20.40, LCR: 0.65);

  -- $10.5 million class M-7 downgraded to 'CC' from 'B'
     (BL: 18.28, LCR: 0.58);

  -- $5.4 million class M-8 downgraded to 'CC' from 'B'
     (BL: 17.07, LCR: 0.54);

  -- $10.5 million class M-9 downgraded to 'C' from 'CCC'
     (BL: 14.65, LCR: 0.47);

  -- $9.3 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 11.35, LCR: 0.36).

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 19.31%
  -- Realized Losses to date (% of Original Balance): 0.28%
  -- Expected Remaining Losses (% of Current balance): 31.37%
  -- Cumulative Expected Losses (% of Original Balance): 26.23%

HSI Asset Securitization Corporation Trust 2007-HE1
  -- $304.4 million class I-A downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 42.00, LCR: 1.45);

  -- $189.3 million class II-A-1 rated 'AAA', remains on Rating
     Watch Negative (BL: 55.18, LCR: 1.91);

  -- $30.5 million class II-A-2 rated 'AAA', remains on Rating
     Watch Negative (BL: 51.66, LCR: 1.79);

  -- $126.2 million class II-A-3 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 41.88, LCR: 1.45);

  -- $8.3 million class II-A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 41.57, LCR: 1.44);

  -- $44.8 million class M-1 downgraded to 'BB' from 'A+'
     (BL: 36.49, LCR: 1.26);

  -- $48.9 million class M-2 downgraded to 'B' from 'A-'
     (BL: 30.82, LCR: 1.07);

  -- $17.7 million class M-3 downgraded to 'B' from 'BBB+'
     (BL: 28.71, LCR: 0.99);

  -- $17.7 million class M-4 downgraded to 'CCC' from 'BBB-'
     (BL: 26.53, LCR: 0.92);

  -- $18.2 million class M-5 downgraded to 'CCC' from 'BB'
     (BL: 24.22, LCR: 0.84);

  -- $13.0 million class M-6 downgraded to 'CCC' from 'BB'
     (BL: 22.50, LCR: 0.78);

  -- $10.4 million class M-7 downgraded to 'CC' from 'B'
     (BL: 20.99, LCR: 0.73);

  -- $10.9 million class M-8 downgraded to 'CC' from 'B'
     (BL: 19.52, LCR: 0.68);

  -- $14.6 million class M-9 downgraded to 'CC' from 'B'
     (BL: 17.62, LCR: 0.61);

  -- $16.1 million class M-10 downgraded to 'CC' from 'CCC'
     (BL: 15.89, LCR: 0.55).

Deal Summary
  -- Originators: Accredited (66%), Decision One (19%), Wells
     (8.5%)
  -- 60+ day Delinquency: 21.12%
  -- Realized Losses to date (% of Original Balance): 0.15%
  -- Expected Remaining Losses (% of Current balance): 28.91%
  -- Cumulative Expected Losses (% of Original Balance): 25.42%

HSI Asset Securitization Corporation Trust 2007-HE2
  -- $289.8 million class I-A downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 40.30, LCR: 1.16);

  -- $116.6 million class II-A-1 downgraded to 'AA' from 'AAA'
     (BL: 52.31, LCR: 1.51);

  -- $26.4 million class II-A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 47.35, LCR: 1.36);

  -- $49.3 million class II-A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.88, LCR: 1.15);

  -- $3.7 million class II-A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.68, LCR: 1.14);

  -- $29.7 million class M-1 downgraded to 'B' from 'AA-'
     (BL: 35.26, LCR: 1.02);

  -- $27.6 million class M-2 downgraded to 'CCC' from 'A'
     (BL: 31.07, LCR: 0.89);

  -- $16.5 million class M-3 downgraded to 'CCC' from 'A-'
     (BL: 28.45, LCR: 0.82);

  -- $14.3 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 26.13, LCR: 0.75);

  -- $14.0 million class M-5 downgraded to 'CC' from 'BBB-'
     (BL: 23.75, LCR: 0.68);

  -- $11.8 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 21.78, LCR: 0.63);

  -- $11.8 million class M-7 downgraded to 'CC' from 'BB'
     (BL: 19.82, LCR: 0.57);

  -- $10.7 million class M-8 downgraded to 'CC' from 'B'
     (BL: 18.13, LCR: 0.52);

  -- $8.6 million class M-9 downgraded to 'C' from 'B'
     (BL: 17.04, LCR: 0.49);

  -- $3.6 million class M-10 rated 'BBB-', remains on Rating Watch
     Negative (BL: 38.27, LCR: 1.10).

Deal Summary
  -- Originators: Decision One (72%), WMC (26%)
  -- 60+ day Delinquency: 20.29%
  -- Realized Losses to date (% of Original Balance): 0.14%
  -- Expected Remaining Losses (% of Current balance): 34.73%
  -- Cumulative Expected Losses (% of Original Balance): 32.26%

HSI Asset Securitization Corporation Trust 2007-NC1
  -- $417.1 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 55.62, LCR: 1.52);

  -- $81.2 million class A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 50.79, LCR: 1.39);

  -- $152.3 million class A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 44.01, LCR: 1.2);

  -- $27.0 million class A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 43.14, LCR: 1.18);

  -- $44.3 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 38.38, LCR: 1.05);

  -- $41.3 million class M-2 downgraded to 'CCC' from 'AA+'
     (BL: 33.90, LCR: 0.93);

  -- $25.3 million class M-3 downgraded to 'CCC' from 'AA'
     (BL: 31.07, LCR: 0.85);

  -- $23.2 million class M-4 downgraded to 'CCC' from 'AA-'
     (BL: 28.34, LCR: 0.78);

  -- $21.1 million class M-5 downgraded to 'CC' from 'A+'
     (BL: 25.79, LCR: 0.71);

  -- $18.6 million class M-6 downgraded to 'CC' from 'A'
     (BL: 23.44, LCR: 0.64);

  -- $18.0 million class M-7 downgraded to 'CC' from 'A-'
     (BL: 21.04, LCR: 0.58);

  -- $14.4 million class M-8 downgraded to 'CC' from 'BBB+'
     (BL: 19.14, LCR: 0.52);

  -- $14.4 million class M-9 downgraded to 'C' from 'BBB'
     (BL: 17.33, LCR: 0.47);

  -- $15.0 million class M-10 downgraded to 'C' from 'BBB-'
     (BL: 15.73, LCR: 0.43).

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 18.84%
  -- Realized Losses to date (% of Original Balance): 0.39%
  -- Expected Remaining Losses (% of Current balance): 36.54%
  -- Cumulative Expected Losses (% of Original Balance): 34.15%

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.


IDEAL ACCENTS: Court Dismisses Chapter 11 Proceedings in New York
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed Ideal Accents Inc.'s Chapter 11 case proceedings, The
BankruptcyData.Com reports.

The Debtor's Chapter 11 trustee sought for the dismissal of the
case, relating that the Debtor has enough money to pay only 20% of
the more than $240,000 in fees owed to lawyers for the trustee,
Bill Rochelle of Bloomberg News reports.

Headquartered in Ferndale, Michigan, Ideal Accents, Inc., sells
and installs a wide range of automotive aftermarket accessories
primarily to new vehicle dealers in South Eastern Michigan and
Toronto, Ontario, Canada.  The Company filed for chapter 11
protection on Oct. 13, 2004 (Bankr. S.D. N.Y. Case No. 04-16632).
Schuyler G. Carroll, Esq., at Arent Fox PLLC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $60,000 in total assets
and $4,208,571 in total debts.


INDYMAC MORTGAGE: Fitch Chips Ratings on $1.6 Billion Certificates
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Indymac mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Downgrades total $1.6 billion.  Additionally, $1.2 billion remains
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

INABS 2007-A
  -- $242.0 million class 1A downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.20, LCR: 1.24 );

  -- $241.1 million class 2A-1 rated 'AAA', remains on Rating
     Watch Negative (BL: 62.04, LCR: 1.97 );

  -- $154.8 million class 2A-2 downgraded to 'AA' from 'AAA'
     (BL: 49.38, LCR: 1.56 );

  -- $154.1 million class 2A-3 downgraded to 'A' from 'AAA'
     (BL: 41.66, LCR: 1.32 );

  -- $57.8 million class 2A4-a downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.38, LCR: 1.25 );

  -- $14.5 million class 2A4-b downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.27, LCR: 1.24 );

  -- $48.8 million class M-1 downgraded to 'B' from 'A+'
     (BL: 34.88, LCR: 1.1 );

  -- $60.5 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 29.36, LCR: 0.93 );

  -- $21.5 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 27.29, LCR: 0.86 );

  -- $26.0 million class M-4 downgraded to 'CCC' from 'BBB-'
     (BL: 24.71, LCR: 0.78 );

  -- $22.1 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 22.50, LCR: 0.71 );

  -- $13.6 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 21.07, LCR: 0.67 );

  -- $17.5 million class M-7 downgraded to 'CC' from 'B'
     (BL: 19.18, LCR: 0.61 );

  -- $11.7 million class M-8 downgraded to 'CC' from 'B'
     (BL: 17.93, LCR: 0.57 );

  -- $15.6 million class M-9 downgraded to 'CC' from 'B'
     (BL: 16.29, LCR: 0.52 );

  -- $20.8 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.13, LCR: 0.45 );

  -- $14.3 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 12.84, LCR: 0.41 );

Deal Summary
  -- Originators: Indymac (100%)
  -- 60+ day Delinquency: 18.88%
  -- Realized Losses to date (% of Original Balance): 0.10%
  -- Expected Remaining Losses (% of Current balance): 31.57%
  -- Cumulative Expected Losses (% of Original Balance): 28.45%

Home Equity Mortgage Loan Asset-Backed Trust 2007-B
  -- $116.4 million class 1A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.70, LCR: 1.13);

  -- $116.4 million class 1A-2 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.70, LCR: 1.13);

  -- $183.3 million class 2A-1 affirmed at 'AAA',
     (BL: 70.24, LCR: 2);

  -- $112.2 million class 2A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 51.41, LCR: 1.47);

  -- $98.7 million class 2A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 41.91, LCR: 1.19);

  -- $33.7 million class 2A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 39.75, LCR: 1.13);

  -- $55.5 million class M-1 downgraded to 'CCC' from 'AA+'
     (BL: 33.43, LCR: 0.95);

  -- $52.0 million class M-2 downgraded to 'CCC' from 'AA'
     (BL: 27.43, LCR: 0.78);

  -- $14.0 million class M-3 downgraded to 'CC' from 'AA-'
     (BL: 25.77, LCR: 0.73);

  -- $17.5 million class M-4 downgraded to 'CC' from 'A+'
     (BL: 23.64, LCR: 0.67);

  -- $16.5 million class M-5 downgraded to 'CC' from 'A'
     (BL: 21.57, LCR: 0.61);

  -- $8.5 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 20.45, LCR: 0.58);

  -- $13.5 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 18.58, LCR: 0.53);

  -- $11.0 million class M-8 downgraded to 'C' from 'BBB'
     (BL: 16.98, LCR: 0.48);

  -- $14.5 million class M-9 downgraded to 'C' from 'BBB-'
     (BL: 14.90, LCR: 0.42);

  -- $16.5 million class M-10 downgraded to 'C' from 'BB+'
     (BL: 12.58, LCR: 0.36);

  -- $16.0 million class M-11 downgraded to 'C' from 'BB'
     (BL: 10.58, LCR: 0.3);

Deal Summary
  -- Originators: IndyMac (100%)
  -- 60+ day Delinquency: 15.82%
  -- Realized Losses to date (% of Original Balance): 0.01%
  -- Expected Remaining Losses (% of Current balance): 35.09%
  -- Cumulative Expected Losses (% of Original Balance): 32.33%

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.


IPCS INC: December 31 Balance Sheet Upside-Down by $39 Million
--------------------------------------------------------------
iPCS Inc.'s balance sheet at Dec. 31, 2007, showed total assets  
of $546.82 million and total liabilities of $586.65 million,
resulting to total stockholders' deficit of $39.83 million.

The company reported financial and operational results for its
fourth quarter and year ended Dec. 31, 2007.

For the fourth quarter ended Dec. 31, 2007, the company reported
net loss of $4.1 million compared to a net loss of $12.0 million
in the quarter ended Dec. 31, 2006.

The company's capital expenditures was $14.2 million compared to
$15.7 million for the quarter ended Dec. 31, 2006.

For the year ended Dec. 31, 2007, net loss was $69.3 million  
compared to $46.0 million for the year ended Dec. 31, 2006.

Capital expenditures was $39.7 million, compared to $44.5 million
for the year ended Dec. 31, 2006.

"Despite the challenging sales environment in the latter half of
the year, we achieved a number of operational successes in 2007 as
evidenced by the strong performance of our network and company
controlled sales distribution," Timothy M. Yager, president and
CEO of iPCS, remarked.  "Our goal in 2008 is to continue to drive
activity into our company stores and exclusive branded dealers and
to ensure that the customer has a great experience.  We will
remain focused on churn and bad debt expense while continuing to
align our costs with our business prospects."

"At the same time, in order to continue to improve the customer
experience and to take full advantage of our amended relationship
with Sprint, we will increase the investment in our network in
2008," Mr. Yager continued.  This investment will include building
more cell sites across our territory and continuing the deployment
of EVDO Rev. A; all of which is aimed directly at increasing
subscriber revenue and growing our subscriber base."

        iPCS Amends Affiliation Agreements with Sprint PCS

iPCS also disclosed that it has amended its affiliation agreements
with Sprint PCS.  The amendments, which were entered into on
March 3, 2008, among other things, settle the company's
arbitration proceeding against Sprint in return for new monthly
cash cost per user rates.  In addition, the parties agreed to
reciprocal voice roaming rates for 2008 through 2010 and, the
parties will no longer settle 3G data roaming costs between them
separately.  Sprint has agreed to drop its formal dispute of the
amounts billed to the company for 3G data roaming beginning in
April, 2007, and to move the company onto Sprint's new "Ensemble"
billing and customer care system.

          Limited Waiver and Consent Agreement with Sprint

In connection with the amendments to its affiliation agreements,
the company also entered into a Limited Waiver and Consent
Agreement with Sprint pursuant to which the company waived various
provisions in the Forbearance Agreement between the parties,
including restrictions that would have prevented the Ensemble
rollout and other specifically defined activities.

The amendments do not address Sprint's appeal of the 2006 Illinois
court ruling and final order that provided that, within 180 days
of the date of the final order, Sprint must cease owning,
operating, and managing the Nextel wireless network in iPCS
Wireless's territory.  That order has been stayed pending appeal.
Oral arguments in the appeal were heard on Feb. 14, 2008.  The
company expects a decision from the appellate court in 2008.

"We are pleased to have reached an agreement that allows iPCS and
Sprint Nextel to continue our successful partnership and continue
to build long-term value for both companies," Mr. Yager concluded.  
"These amendments provide iPCS with improved subscriber economics
and the ability to grow our subscriber base with more certainty as
we plan our future business activities.  At the same time, it
removes the distraction of the existing disputes as well as a
number of obstacles preventing us from optimizing our business.  
Our core litigation with Sprint concerning the Sprint/Nextel
merger and the scope of iPCS's exclusivity, however, remains
outstanding and will hopefully reach conclusion this year."

                         About iPCS Inc.

Headquartered in Schaumburg, Illinois, iPCS Inc. (Nasdaq: IPCS) --
http://www.ipcswirelessinc.com/-- is an affiliate of Sprint     
Nextel Corporation with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in 80 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  The
territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), Tri-Cities (TN), Scranton (PA), Saginaw-Bay City (MI)
and Quad Cities (IA/IL).  As of March 31, 2007, iPCS's licensed
territory had a total population of approximately 15 million
residents, of which its wireless network covered approximately
11.4 million residents, and iPCS had approximately 590,900
subscribers.

                          *     *     *

Moody's Investors Service placed its probability of default rating
at B3 in April 2007.  The rating still holds to date with a
developing outlook.


JARDEN CORP: Engages PwC as New Independent Accounting Firm
-----------------------------------------------------------
The audit committee of Jarden Corp.'s board of directors approved
on Feb. 25, 2008, the engagement of PricewaterhouseCoopers LLP as
the company's new independent registered public accounting firm
for the fiscal year ending Dec. 31, 2008.

At that same meeting, the audit committee approved the dismissal
of Ernst & Young LLP as the company's independent registered
public accounting firm.

                      About Jarden Corporation

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche       
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                           *     *     *

Moody's Investor Services placed Jarden Corporation's long-term
corporate family rating and probability of default rating at 'B1'
in September 2006.  The rating still holds to date with a positive
outlook.


JEFFERSON COUNTY: Moody's Pares Revenue Rating to 'B3' From 'Baa3'
------------------------------------------------------------------
Moody's Investors Service downgraded to B3, from Baa3, the
underlying sewer revenue rating on Jefferson County's $3.2 billion
in outstanding sewer revenue warrants.  The warrants are backed by
bond insurance from various financial guarantors including XL
Capital Assurance (rated A3 with a negative outlook), FGIC (rated
A3 on review for possible downgrade) and FSA (rated Aaa with a
stable outlook).  The bonds will continue to carry the insured
ratings as they are higher than the underlying rating.

The rating downgrade reflects Moody's internal analysis that
indicates that cash flows are insufficient to meet significantly
increased demands associated with increased interest expense
related to failed auctions for its auction rate securities, likely
Bank Warrant interest and amortization payments, and periodic swap
payments.  In addition, counterparties on the county's swap
agreements have the ability to terminate the agreements as early
as Friday, March 7, requiring termination payments that would
further exacerbate its depleted cash position.  This, combined
with the possibility of immediate and full payment of Bank
Warrants, could lead to potential payment default within the week,
contingent on termination by swap counterparties and full
repayment of Bank Warrants.

In a Material Events Notice dated Feb. 27, 2008, the county
asserted that it is unable to provide assurance that net revenues
from sewer operations, or any other means at the county's
disposal, will be sufficient to meet various obligations of the
county's sewer system, including debt service payments and
interest and principal payments related to Bank Warrants held by
liquidity providers.  The county has also asserted that it can
provide no assurance that it will be able to comply with the terms
in its swap agreements to avoid collateral postings or
terminations, or that it will be able to provide a new surety bond
or other support, or cash fund, its Debt Service Reserve Fund
requirement as outlined in the Trust Indenture.

The watchlist action reflects that, although the county has
indicated that it is working toward a solution to the sewer
system's current financial situation, it is not clear to Moody's
that it will be sufficient and timely enough to avoid default on
its obligations.

In addition, Moody's has placed the county's outstanding general
obligation rating of Aa2 and lease revenue rating of Aa3 on review
for downgrade.  This watchlist action reflects the possibility
that the county's general fund could be affected by the extreme
financial stress of the sewer system and any plan devised that
might involve it in assisting with stabilization of the sewer
system's financial operations.  Moody's has also placed the
county's outstanding limited obligation school warrants, secured
by a dedicated one-percent local sales tax collected by Jefferson
County and rated A1, on review for downgrade.  In addition,
Moody's has placed two series of bonds issued by the Birmingham-
Jefferson Civic Center Authority on review for downgrade. The
authority's Series 2005A Special Tax Bonds, secured by a 3%
countywide lodging tax, a 3% beverage tax, and payments in lieu of
taxes, are currently rated A1 and are now on review for downgrade.   
The authority's Series 2002A and B Special Tax Refunding Bonds,
partially secured by an occupational tax levied on county
residents.  Although these issues are secured by dedicated,
separate revenue streams, it is unclear to Moody's at this time
whether the current or future condition, or resolution, of the
sewer enterprise's financial situation will affect the county's
other non-sewer system credits.


JEFFERSON COUNTY: S&P Cuts  Rating to 'B' on Financial Uncertainty
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Jefferson County, Alabama's sewer revenue debt six notches to
'B' from 'BBB' due to increased uncertainty that the county sewer
system will be able to meet its debt obligations.  

"The rating remains on CreditWatch with negative implications
because of the likelihood that significant financial pressures on
the system will increase due to termination events triggered by
the SPUR downgrade on the bonds to below 'BBB-'", said Standard &
Poor's credit analyst Sussan Corson.  

In a material events notice released Feb. 28, 2008, the county
disclosed it could "provide no assurance that net revenues from
the sewer system will be sufficient to permit the county to
continue to meet its debt service obligations at the current
elevated levels or to provide other means of resolving the current
situation", although the county is working to "identify and
analyze all feasible means to address the current difficult
situation".
     
The county is currently reviewing its options pertaining to
collateral posting requirements; if the county is required to post
collateral or make termination payments, it is likely the rating
would be lowered further.
     
The sewer system has been exposed to significant increased
interest rate costs on its auction rate and variable-rate demand
warrants due to failed auctions and maximum reset rates.  The
increased interest rates in conjunction with triggered events
under standby warrant purchase agreements, swap agreements, and
bond indenture requirements as well as the system's already very
high debt burden and the need for additional substantial rate
increases have placed significant financial pressure on the
system.
     
In addition, downgrades of several bond insurance companies had
triggered events of default under the existing standby warrant
purchase agreements.  Due to the insurer downgrades, the liquidity
providers have the right to terminate the liquidity facilities
with at least 25 days' notice which would result in mandatory
tender of the warrants; the county has indicated it has  not yet
received any notice to terminate by the liquidity providers.       
Downgrades of bond insurance companies have also affected reserve
requirements under the bond indenture.  Several years ago, the
system had replaced cash-funded reserves with surety policies
provided by bond insurers.  In the event an insurer that provides
the surety policy is downgraded below 'AAA', the bond indenture
requires the county to replace the surety or restore the reserve
requirement with cash within six months of the downgrade.
     
Furthermore, triggers related to the issuer's underlying credit
rating expose the system to collateral posting and termination
requirements under existing swap agreements in the amount of up to
$184 million.  The system has roughly $100 to $150 million in
available funds to cover rising interest costs and any potential
collateral or termination payment.


KEITH PETERSON: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Keith Bradford Peterson
        aka Brad Peterson
        30520 Rancho California Road
        #107146
        Temecula, CA 92591

Bankruptcy Case No.: 08-12054

Chapter 11 Petition Date: February 28, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Todd Curry, Esq.
                  525 B. Street Ste. 1500
                  San Diego, CA 92101
                  Tel: 619-238-0004
                  Fax: 619-238-0006
                  tcurry@currylegal.com

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

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

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tim & Mary Tollefson             business loan     $50,000
1129 Capitol #40
San Pedro, CA 90732

American Education Services      student loan      $12,000
Attn: Account's Manager
Harrisburg, PA 17130

Oakridge Association             homeowner's       $736
Attn: S&L Association            accociation dues
Management
P.O Box 1107
Murrieta, CA 92564


KELLWOOD CO: Moody's Withdraws Ratings on Lack of Information
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Kellwood
Company.  These ratings had previously been under review for
possible downgrade.  The ratings have been withdrawn because
Moody's believes it lacks adequate information to maintain a
rating or conclude the rating review.

These ratings have been withdrawn:

  -- Corporate Family Rating and Probability of Default Rating,
     previously Ba3

  -- $140 million Debentures due July 15, 2009, previously B1
     (LGD 5,70%)

  -- $130 million Debentures due October 15, 2017, previously B1,
     (LGD 5, 70%)

Based in St Louis, Missouri, Kellwood Company is a marketer of
apparel and consumer soft goods, specializing in branded as well
as private label products, marketed across a number of
distribution channels.  The company's brand portfolio includes
"Sag Harbor", "Gerber", "Hanna Andersson" and "Vince".  The
company reported revenues of $1.5 billion in its most recent
fiscal year, pro-forma for the recent divestiture of Smart Shirts.


KLAVOHN'S NEW LEAF: Section 341(a) Meeting Set for March 17
-----------------------------------------------------------
Creditors owed money by Klavohn's New Leaf Inc., also known as
Klavohn's Home Furnishings, will have a meeting at 10 a.m., on
March 17, 2008, at the U.S. Bankruptcy Court for the Central
District of Illinois, Doug Schorpp reports for The Quad-City
Times.

The meeting of creditors is required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

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

Barry Barash, Esq., representing David and Patty Robinson, owners
of the Debtor, told Quad-City Times that a plan will soon be
released.  He added that the plan may provide for either
reorganization leading to the reopening of business or asset
liquidation, or case conversion to chapter 7.

Based in Geneseo, Illinois, Klavohn's New Leaf Inc. also known as
Klavohn's Home Furnishings -- http://www.klavohnfurniture.com/--   
sells furnitures.  The company filed for bankruptcy on Feb. 14,
2008 (Bankr. C.D. Ill. Case No. 08-80401).  Barry M. Barash, Esq.,
at Barash & Everett LLC, in Galesburg, Illinois, represents the
Debtor.  When the Debtor filed for protection from its crediotrs,
its listed total assets of $770,848 and total debts of $1,728,053.


LEVITT AND SONS: BofA Seeks Clarification on Ordered Abandonment
----------------------------------------------------------------
Bank of America, N.A. asks the U.S. Bankruptcy Court for the
Southern District of Florida to -- aside from approving Levitt and
Sons LLC and its debtor-affiliates' proposed property abandonment
-- clarify that the abandonment does not seek any new relief not
already granted in the lift stay order.

Bank of America, N.A., and certain Debtors entered into a series
of loan and security documents pursuant to which BofA loaned
funds to the Debtors for the purchase of real property located
throughout Florida.  As security for their obligations, the BofA
Debtors each granted BofA security interests in the BofA
Properties.

The Court has authorized the BofA Debtors to abandon the BofA
Properties pursuant to Section 554(a)of the U.S. Bankruptcy Code.  
The Court also modified the automatic stay with respect to the
BofA Properties and authorized BofA to "enforce or assert" its
security interest in the BofA Properties "under applicable non-
bankruptcy law."  The Court, however, limited the Abandonment
Order to the BofA Properties.  The BofA Debtors were not granted
authority to abandon the personal property included within the
BofA Collateral.

BofA reiterates that through its Lift Stay Motion, it sought a
modification of the stay with respect to all of the BofA
Collateral, including the BofA Debtors' contract and development
rights, except certain excluded collateral.  The Court has
granted BofA's request.  

Jeffrey P. Bast, Esq., at Hunton & Williams LLP, in Miami,
Florida, representing BofA, relates that based on the clear and
unambiguous language of the Lift Stay Order, BofA proceeded to
enforce its rights in the BofA Collateral in state court.

On Feb. 6, 2008, the Circuit Court of the Seventeenth Judicial
Circuit in and for Broward County, Florida, granted BofA's request
to appoint Andrew J. Bolnick as receiver for the BofA Properties
pending foreclosure.

According to Mr. Bast, the Debtors' Notice of Abandonment of
their right, title and interest in certain Homeowners'
Associations has caused confusion among the homeowners as to
BofA's right to proceed with respect to four associations related
to the BofA Properties:

   -- Jesup's Reserve Townhomes Owners' Association, Inc.
   -- Turtle Creeks Residents' Association, Inc.
   -- Cascades at Groveland Homeowners' Association, Inc.
   -- Cascades at River Hall Residents' Association, Inc.

BofA maintains that the Lift Stay Order is sufficiently
unambiguous and inclusive to allow it to proceed with the
Receiver Motion and all other proceedings to enforce its rights
in the BofA Collateral, including the Debtors' interests in the
BofA Associations.

To the extent the Court construes the Notice of Abandonment as
seeking redundant and previously granted relief, BofA urges the
Court to enter an order approving the proposed abandonment but
clarifying that the proposed abandonment does not seek any new
relief not already granted in the lift stay order with respect to
the BofA Associations.

To the extent the Court construes the Notice of Abandonment as
seeking new relief not previously granted in the Lift Stay Order,
BofA urges the Court to enter an order approving the proposed
abandonment, nunc pro tunc to Jan. 28, 2008, the day the Court
entered the Lift Stay Order.

                      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: Court OKs Kapila as Administrator's Accountants
----------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Soneet R. Kapila, the
chief administrator for the bankruptcy estate of Levitt and Sons
LLC and its debtor-affiliates, to retain Kapila & Company as his
accountants and financial advisors, nunc pro tunc to Jan. 3, 2008.

Mr. Kapila, as chief administrator, was authorized to manage and
supervise certain Debtors, which are borrowers under a DIP Loan
Agreement with Wachovia Bank, National Association, and those
Debtors' projects and related operations.

Kapila & Company will assist the Chief Administrator in carrying
out his duties, including:

   * preparing, reviewing and commenting on budgets and
     business plans of the Wachovia Debtors;

   * performing accounting forensics and financial analysis in
     connection with the operations and management of the
     Wachovia Debtors and the sale or other disposition of the
     Wachovia Debtors' assets; and

   * providing other services as are necessary and appropriate
     to render accounting and financial services to Mr. Kapila
     in the performance of his duties as chief administrator.

Mr. Kapila, founding partner of Kapila & Company, tells the Court
that the firm does not represent the Wachovia Debtors or any
other interest in the Debtors' Chapter 11 cases, except that Mr.
Kapila, the founding partner of the firm, is the Chief
Administrator of the Wachovia Debtors.

The firm has represented Wachovia Bank and certain creditors of
the Debtors in matters unrelated to the Debtors' bankruptcy
cases, Mr. Kapila says.

The Chief Administrator will pay Kapila & Company from funds
advanced under the DIP Loan Agreement upon submission of the
firm's fee applications in accordance with Section 330 of the
Bankruptcy Code.  Kapila & Company's hourly rate for the services
of its professionals range from $100 to $470.

                      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: Court OKs Smith Hulsey as Administrators' Counsel
------------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Soneet R. Kapila, the
chief administrator for the bankruptcy estate of Levitt and Sons
LLC and its debtor-affiliates, to retain Smith Hulsey & Busey as
his counsel, nunc pro tunc to January 4, 2008.

The Court has authorized Mr. Kapila to manage and supervise the
Wachovia Debtors, their projects and related operations pursuant
to an Asset Management Agreement between the Wachovia Debtors and
Mr. Kapila.

Smith Hulsey will assist Mr. Kapila in carrying out his duties,
and will:

     * prepare pleadings and representation at hearings;

     * advise and assist Mr. Kapila in connection with the
       operation and management of the Wachovia Debtors assets;

     * advise and assist Mr. Kapila in connection with the sale
       or other disposition of the Wachovia Debtors' assets; and

     * provide other services as are necessary and appropriate to
       provide legal counsel and representation to Mr. Kapila in
       the performance of his duties.

Leanne M. Prendergast, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, assures the Court that his firm does not
represent the Wachovia Debtors or any other interest in the
Debtors' Chapter 11 cases.  The firm has represented and
currently represents Wachovia Bank in matters unrelated to the
Debtors' bankruptcy proceedings.  Smith Hulsey discloses that it
also represents Flagler Development Company, a landlord creditor
of Levitt and Sons, LLC, in connection with a rejected lease.

Smith Hulsey will be paid from funds advanced under the DIP Loan
Agreement upon filing fee applications in accordance with Section
330 of the Bankruptcy Code and the local rules of the Court.  The
firm's hourly rates for its professionals range from $175 to
$445.

                      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: Court Allows KDG to Enforce $575,424 Liens
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation entered into by the Levitz Furniture
Inc., nka PVLTZ Inc., and K.D.G. Construction Inc., granting
K.D.G.'s limited relief from automatic stay.

K.D.G. Construction Inc., asked the Court to lift the stay so that
it could enforce its mechanics' liens for $575,424 in connection
with the services it provided for the maintenance of the 31 stores
leased by the Debtors.

The stipulation dated Feb. 4, 2008, provides, among other things,
that:

   (i) to the extent necessary to continue the perfection of a
       currently perfected mechanic's lien or enforce its liens,
       the automatic stay under Section 362 of the Bankruptcy
       Code is modified to allow K.D.G. to file and commence
       enforcement actions against the Debtor, third parties, and
       to cause the process to be served on all defendants named
       in the suit, including the Debtor;

   (2) the automatic stay will remain in effect and will apply to
       other aspects of any enforcement action commenced by
       K.D.G. for a period of 60 days from the date of Court
       approval of the stipulation, including any deadline to
       appear or respond to K.D.G.'s commencement and service of
       an enforcement action.

   (3) after 60 days, the automatic stay is lifted as to all
       aspects of the enforcement actions.

                   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).


MCMILLIN COS: S&P Withdraws Corporate Credit and Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and debt ratings on McMillin Cos. LLC at the issuer's request.   
McMillin recently modified the terms of its $100 million 9.525%
privately placed senior secured notes due 2012 such that a rating
is no longer required.
     
Privately held McMillin is a family-controlled development company
based in Southern California with operations in Southern
California, California's Central Valley, and San Antonio, Texas.   

The prior ratings reflected McMillin's geographic concentration,
limited liquidity, high proportion of secured debt, and
challenging housing conditions that continued to pressure the
company's operations.  McMillin does, however, maintain a
meaningful cash position to manage through downturns such as this,
a strategy that reflects the company's long history and its
management through several cycles.

                         Ratings Withdrawn

                                       Rating
                                       ------
    McMillin Cos. LLC             To              From
                                  --              ----
     Corporate credit             NR              B/Negative/--  
     Senior secured               NR              CCC+   

                          NR -- Not rated.


MORGAN STANLEY: Fitch Junks Ratings on Seven Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Morgan Stanley
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed from Rating Watch Negative.  Downgrades total
$114.5 million.  Additionally, $823.7 million remains on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Morgan Stanley ABS Capital I Inc. Trust 2007-NC4
  -- $194.0 million class A-1 rated 'AA', remains on Rating Watch
     Negative (BL: 34.31, LCR: 0.81);

  -- $299.7 million class A-2a rated 'AA', remains on Rating Watch
     Negative (BL: 47.65, LCR: 1.13);

  -- $68.2 million class A-2b rated 'AA', remains on Rating Watch
     Negative (BL: 43.41, LCR: 1.03);

  -- $165.0 million class A-2c rated 'AA', remains on Rating Watch
     Negative (BL: 36.32, LCR: 0.86);

  -- $96.8 million class A-2d rated 'AA', remains on Rating Watch
     Negative (BL: 34.05, LCR: 0.81);

  -- $12.6 million class M-1 downgraded to 'CCC' from 'AA-'
     (BL: 31.72, LCR: 0.75);

  -- $20.0 million class M-2 downgraded to 'CC' from 'A+'
     (BL: 29.35, LCR: 0.69);

  -- $18.4 million class B-1 downgraded to 'CC' from 'A'
     (BL: 27.08, LCR: 0.64);

  -- $9.5 million class B-2 downgraded to 'CC' from 'A-'
     (BL: 25.92, LCR: 0.61);

  -- $21.0 million class B-3 downgraded to 'CC' from 'BBB+'
     (BL: 23.45, LCR: 0.55);

  -- $13.1 million class B-4 downgraded to 'CC' from 'BBB'
     (BL: 21.95, LCR: 0.52);

  -- $20.0 million class B-5 downgraded to 'C' from 'BBB-'
     (BL: 20.00, LCR: 0.47).

Deal Summary
  -- Originators: New Century 100%
  -- 60+ day Delinquency: 26.32%
  -- Realized Losses to date (% of Original Balance): 0.17%
  -- Expected Remaining Losses (% of Current balance): 42.29%
  -- Cumulative Expected Losses (% of Original Balance): 40.35%

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.  The ratings on the A-classes reflect a
financial guaranty policy provided by FGIC (rated 'AA', 'Rating
Watch Negative' by Fitch).


MOHAMMAD QADIR: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mohammad A. Qadir
        Samina Qadir
        150 Fennel Court
        Morgan Hill, CA 95037

Bankruptcy Case No.: 08-50955

Chapter 11 Petition Date: February 29, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  Law Offices of Sabaratnam and Assoc.
                  1300 Clay St. #600
                  Oakland, CA 94612
                  Tel: (510) 464-8000
                  mufti@taxandbklaw.com

Total Assets: $1,216,109

Total Debts: $1,204,010

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
FIA CSNA                         credit card       $7,273
P.O. Box 17054       
Wilmington, DE  19884
                                        
Capital One Services             credit card       $4,541
P.O. Box 30281      
Salt Lake City, UT
84130-0281
                                    
HSBC NV                          charge off        $3,438
P.O. Box 13960          
Portland, OR  97280-0360

Citibank                         credit card       $597

Coast 2 Coast Financial          collection        $97


NATIXIS MORTGAGE: Fitch Junks Ratings on 20 Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Natixis mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed
from Rating Watch Negative.  Downgrades total $1.5 billion.  
Additionally, $782.1 million remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

IXIS Real Estate Capital Trust 2007-HE1
  -- $210.5 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 58.46, LCR: 1.56);

  -- $102.9 million class A-2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 50.67, LCR: 1.35);

  -- $133.8 million class A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 43.40, LCR: 1.16);

  -- $92.2 million class A-4 downgraded to 'BBB' from 'A+',
     remains on Rating Watch Negative (BL: 40.04, LCR: 1.07);

  -- $33.0 million class M-1 downgraded to 'CCC' from 'A-'
     (BL: 35.11, LCR: 0.94);

  -- $24.6 million class M-2 downgraded to 'CCC' from 'BBB'
     (BL: 31.33, LCR: 0.84);

  -- $15.5 million class M-3 downgraded to 'CCC' from 'BBB-'
     (BL: 28.87, LCR: 0.77);

  -- $13.1 million class M-4 downgraded to 'CC' from 'BB'
     (BL: 26.77, LCR: 0.71);

  -- $12.7 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 24.66, LCR: 0.66);

  -- $11.5 million class M-6 downgraded to 'CC' from 'B'
     (BL: 22.68, LCR: 0.6);

  -- $11.1 million class B-1 downgraded to 'CC' from 'B'
     (BL: 20.56, LCR: 0.55);

  -- $7.9 million class B-2 downgraded to 'CC' from 'CCC'
     (BL: 18.92, LCR: 0.5);

  -- $6.0 million class B-3 downgraded to 'C' from 'CCC'
     (BL: 17.66, LCR: 0.47);

  -- $7.9 million class B-4 downgraded to 'C' from 'CCC'
     (BL: 16.31, LCR: 0.43);

Deal Summary
  -- Originators: 35% First NLC, 18% Master Financial, 10% Rose
     Mortgage
  -- 60+ day Delinquency: 32.60%
  -- Realized Losses to date (% of Original Balance): 0.79%
  -- Expected Remaining Losses (% of Current balance): 37.50%
  -- Cumulative Expected Losses (% of Original Balance): 33.79%

NATIXIS Real Estate Capital Trust 2007-HE2
  -- $306.2 million class A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 54.81, LCR: 1.35);

  -- $111.2 million class A-2 downgraded to 'BBB' from 'AAA'
     (BL: 48.45, LCR: 1.19);

  -- $147.1 million class A-3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 42.06, LCR: 1.03);

  -- $90.6 million class A-4 downgraded to 'B' from 'A+'
     (BL: 39.32, LCR: 0.97);

  -- $32.9 million class M-1 downgraded to 'CCC' from 'A'
     (BL: 35.36, LCR: 0.87);

  -- $30.7 million class M-2 downgraded to 'CCC' from 'BBB+'
     (BL: 31.47, LCR: 0.77);

  -- $18.3 million class M-3 downgraded to 'CC' from 'BBB'
     (BL: 29.02, LCR: 0.71);

  -- $16.0 million class M-4 downgraded to 'CC' from 'BBB-'
     (BL: 26.69, LCR: 0.66);

  -- $15.6 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 24.39, LCR: 0.6);

  -- $14.6 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 22.23, LCR: 0.55);

  -- $13.7 million class B-1 downgraded to 'CC' from 'B'
     (BL: 20.24, LCR: 0.5);

  -- $11.9 million class B-2 downgraded to 'C' from 'B'
     (BL: 18.52, LCR: 0.46);

  -- $11.0 million class B-3 downgraded to 'C' from 'CCC'
     (BL: 16.92, LCR: 0.42);

  -- $9.1 million class B-4 downgraded to 'C' from 'CCC'
     (BL: 15.81, LCR: 0.39);

Deal Summary
  -- Originators: Master Financial 52%, First NLC 30%
  -- 60+ day Delinquency: 29.68%
  -- Realized Losses to date (% of Original Balance): 0.27%
  -- Expected Remaining Losses (% of Current balance): 40.70%
  -- Cumulative Expected Losses (% of Original Balance): 38.40%

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.


OSYKA CORP: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Osyka Corporation
             15995 North Barkers Landing, Suite 300
             Houston, TX 77079
             Tel: (281) 293-0296

Bankruptcy Case No.: 08-31467

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Osyka Permian, LLC                         08-31470

Type of Business:

Chapter 11 Petition Date: March 3, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: H. Rey Stroube, III, Esq.
                     (rstroube3@earthlink.net)
                  18510 Kingsland Boulevard
                  Houston, TX 77094
                  Tel: (281) 599-3011
                  Fax: (281) 599-3011

Osyka Corporation's Financial Condition:

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

A. Osyka Corporation's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Houlihan, Lokey, Howard &      $110,600
Zukin
245 Park Avenue, 20th Floor
New York, NY 10167

A.I.C.C.O., Inc.               $30,916
P.O. Box 200455
Dallas, TX 75320

Petroacct, L.P.                $17,621
8323 Southwest Freeway
Suite 990
Houston, TX 77074

P.S. Business Park             $13,949

Protective Life Insurance Co.  $10,900

Seismic Micro-Technology, Inc. $8,118

Pitney Bowes Global Financial  $2,576

Office Depot                   $2,360

Texas Mutual Insurance Co.     $1,464

JetXP, LLC                     $552

National Council of Minorities $500

Aron Keys & Associates         $350

Interactive Copiers Unlimited  $324

Jackson Walker, LLP            $304

AT&T Mobility                  $281

A-B-C A Better Courier, Inc.   $181

Texas Oil & Gas Association    $100

Sparkletts and Sierra Springs  $38

B&E Reprographics              $27

Pitney Bowes Purchase Power    $25

B. Osyka Permian, LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Clarkco Oilfield Services,     $67,347
Inc.
P.O. Box 341
Heidelberg, MS 39439

CPL Retail Energy              $54,248
PO Box 22136
Tulsa, OK 74121-2136

Twins Construction & Oilfied   $46,103
P.O. Box 246
Waynesboro, MS 39367

Key Energy                     $42,629

Viper Well Service             $41,810

Central Hydraulic, Inc.        $41,075

Blossman Gas, Inc.             $24,984

Elite Services                 $20,131

Baker Hughes Business Support  $17,404
Services

Oilwell Hydraulics, Inc.       $16,858

Pitts Swabbing Service, Inc.   $15,706

Bayou Gauging & Services, Inc. $13,940

Rudon Lease Service, Inc.      $13,332

VA Sauls, Inc.                 $12,641

ABC Nitrogen Service Corp.     $10,676

Radzewicz Exploration          $10,162

Multi Chem Group, LLC          $9,796

B&B Oil Well Service           $9,321

Brothers Well Service, Ltd.    $9,172

A-Texian Compressors           $8,001


OWENS CORNING: Posts $46M Net Loss in Three Months Ended Dec. 2007
------------------------------------------------------------------
Owens Corning's unaudited consolidated statement of income for the
three months ended Dec. 31, 2007 showed net loss of $46 million.  
Net result for the 12 months ended Dec. 31, 2007 showed income of
$96 million.

"Business results for 2007 were in line with our expectations,"
said Mike Thaman, chairman and chief executive officer.  "Owens
Corning is performing well through the severe downturn in the U.S.
housing market.  We generated cash flow from operations of $182
million in 2007, which includes $57 million in cash out-flows
related to our emergence from Chapter 11 in 2006," he said.

Owens Corning's federal tax net operating loss resulting from the
distribution of cash and stock to settle its prior Chapter 11 case
was $3 billion at the end of 2007.

At the end of 2007, Owens Corning had net debt of $1.91 billion,
comprised of $2.05 billion of short- and long-term debt and cash-
on-hand of $135 million.  During 2007, the company's cash and debt
positions were impacted by its acquisition of Saint-Gobain's
reinforcements and composite fabrics businesses.  The impact on
net debt was partially offset by the sale of its Siding Solutions
and Fabwel businesses.  

The company's unaudited condensed consolidated balance sheet as of
Dec. 31, 2007 showed total assets of $7.872 million, total
liabilities of $3.844 million and $3.988 million stockholders'
equity.  The company's cash and cash equivalents for the twelve
months ended Dec. 31, 2007 is $135 million.

A full-text copy of Owens Corning's 2007 Fourth Quarter and  
Annual Results filed on Form 8-K with the Securities and Exchange
Commission is available at no charge at:

   http://researcharchives.com/t/s?28bd

                        About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP. On Sept. 28, 2006,
the Honorable John P. Fullam, Sr., of the U.S. District Court for
the Eastern District of Pennsylvania affirmed the order of
Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware confirming Owens Corning's Sixth Amended Plan
of Reorganization.  The Plan took effect on Oct. 31, 2006, marking
the company's emergence from Chapter 11.

                     *     *     *

As reported by the Troubled Company Reporter on Feb. 28, 2008,
Moody's Investors Service downgraded the debt ratings of Owens
Corning to Ba1.  The ratings downgrade was prompted by the adverse
effects of the homebuilding contraction on Owens Corning's
financial performance and credit profile.  At the same time a
corporate family rating of Ba1 and a speculative grade liquidity
rating of SGL-2 were assigned.  The ratings outlook is negative.


PEOPLES CHOICE: Files Chapter 11 Liquidating Plan
-------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates
delivered to the Hononrable Robert N. Kwan of the United States
Bankruptcy Court for the Central District of California their
Chapter 11 Joint Liquidating Plan of Reorganization dated
March 3, 2008.

The Debtors also filed a disclosure statement explaining the
terms of the Plan pursuant to Section 1125(a) of the Bankruptcy
Code.

Since filing for bankruptcy, the Debtors have entered into three
major sale transactions, yielding $47,500,000, and disposed of
miscellaneous assets.  Pursuant to the Plan, the Debtors propose
to pay holders of secured claims in full, but recovery by  
unsecured claimants will vary: general unsecured claims against
PCHLI will get a 10% to 16% recovery, general unsecured claims
will receive against Funding 14% to 18%, and general unsecured
claims against PCFC will only receive recovery after senior
claims and a new common stock dividend payment has been made to
PCHLI.

According to Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Los Angeles, California, the Plan's objective is to
transfer all assets of the Debtors, including causes of action,
to the PCHLI, Funding or PCFC liquidating trusts that will be
created.

A liquidating trustee will administer the Liquidating Trusts and
liquidate the Assets, including the resolution of any Causes of
Action held by the Liquidating Trusts.  The Liquidating Trustee
will distribute the proceeds of the Debtors' Assets to holders of  
"Allowed Claims and Allowed Unclassified Claims" in satisfaction
of the Debtors' obligations.

                       Plan Implementation

Upon the Effective Date, all transactions and applicable matters
provided for under the Plan will be deemed to be authorized and
approved by the Debtors without any requirement of further action
by the Debtors, their shareholders, or the board of directors.

>From and after the Effective Date, PCHLI and Funding will be
dissolved and PCFC will be authorized to take all action
necessary to dissolve PCHLI and Funding.  PCFC will continue in
existence as a holding company with no activities or operations
and its organizational documents will be amended accordingly
until the time the Liquidating Trustee for the PCHLI and Funding
Liquidating Trusts, the shareholders of PCFC, determines to
dissolve PCFC.

On the Effective Date, the employment, retention or appointment
of all officers, directors, employees and professionals of the
Debtors and the Official Committee of Unsecured Creditors will
terminate.

                         Treatment of Claims

The Plan groups claims against and interests in the Debtors in
these classes:

                                                       Estimated
  Class           Description             Treatment     Recovery
  -----           -----------             ---------     --------
  1A    Secured Claims against PCHLI      Unimpaired        100%

  1B    Secured Claims against Funding    Unimpaired        100%

  1C    Secured Claims against PCFC       Unimpaired        100%

  2A    Priority Non-Tax Claims against   Unimpaired        100%
          PCHLI

  2B    Priority Non-Tax Claims against   Unimpaired        100%
          Funding

  2C    Priority Non-Tax Claims against   Unimpaired        100%
          PCFC

  3A    WARN Act Claims against PCHLI       Impaired       [TBD]

  3B    WARN Act Claims against Funding     Impaired       [TBD]

  3C    WARN Act Claims against PCFC        Impaired       [TBD]

  4A    General Unsecured Claims against    Impaired   10% to 16%
          PCHLI

  4B    General Unsecured Claims against    Impaired   14% to 18%
          Funding

  4C    General Unsecured Claims against    Impaired    0% to __%
          PCFC

  5A    Intercompany Non-Administrative     Impaired           0%
          Claims against PCHLI

  5B    Intercompany Non-Administrative     Impaired   14% to 18%
          Claims against Funding

  5C    Intercompany Non-Administrative     Impaired          0%
          Claims against PCFC

  6A    Interests in PCHLI                  Impaired          0%

  6B    Interests in Funding                Impaired          0%

  6C    Interests in PCFC                   Impaired          0%

According to Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Los Angeles, California, Unimpaired holders of
Claims 1 and 2 are conclusively presumed to have accepted the
Plan.  Classes 3A to 3C, 4A, 4B and the claim of PCHLI in Class
5B are Impaired by the Plan and holders of these Claims will be
entitled to vote to accept of reject the Plan.

Mr. Dulberg relates that Classes 4C, 5A, 5C, and 6A to 6C are
Impaired holders but are not expected to retain or receive any
property under the Plan on account of these Claims and Interests
and, therefore, are conclusively presumed to have rejected the
Plan.

The treatment in the Plan is in full and complete satisfaction of
the legal, contractual and equitable rights that each entity
holding an Allowed Claim or Allowed Interest may have in or
against the applicable Debtor or its property, Mr. Dulberg
asserts.  He says that this treatment supersedes and replaces any
agreements or rights the entities have in or against any Debtor
or its property.  All distributions under the Plan will be
tendered to the person holding the Allowed Claim or Allowed
Interest.

Except as specifically set forth in the Plan, no distributions
will be made and no rights will be retained on account of any
Claim or Interest that is not an Allowed Claim or Allowed
Interest.  The holders of Interests will not receive or retain
anything on account of their Interests.

Except to the extent a holder of an Allowed Priority Tax Claim
has been paid by the Debtors before the Effective Date or agrees
to a less favorable treatment, each holder of an Allowed Priority
Tax Claim will receive in full satisfaction, discharge, exchange
and release thereof, Cash in an amount equal to the Allowed
Priority Tax Claim.

                  Intercompany Claims Settlement

The Intercompany Claims Settlement will be approved on the
Effective Date.  Provisions include:

     * The Debtors and their estates agree not to sue each other
       on Intercompany Non-Administrative Claims or
       Administrative Intercompany Claims with the same effect as
       though they entered into mutual releases among each other.
      
       The estate of PCHLI will hold an allowed $18,844,704
       general unsecured claim against the estate of Funding --
       representing the allowance of a claim equal to 26% of the
       alleged exposure of Funding to PCHLI, as calculated by the
       Official Committee of Unsecured Creditors' financial
       advisors.

     * The estates of Funding and PCFC will transfer to the
       estate of PCHLI the beneficial interest, control and right
       to proceeds of all D&O and Shareholder Claims owned in
       whole or in part by the estates of Funding or PCFC.  In
       the event an assignment is prohibited or would otherwise
       impair these claims, Funding and PCFC will not be deemed
       to have assigned the D&O and Shareholder Claims and will
       instead hold the claims and proceeds in trust for PCHLI.

     * Administrative Claims, including Administrative
       Intercompany Claims, will be allocated among the estates:
       (i) 30.1% to PCHLI, (ii) 68% to Funding, and (iii) 1.9% to
       PCFC.  All of the past and future costs and expenses of
       the estates incurred directly and primarily on account of
       the Creditors Committee's investigation and prosecution of
       claims against the Debtors' directors, officers and
       shareholders will be allocated to the estate of PCHLI.

     * PCHLI and Funding will allocate funds to PCFC to the
       extent that PCFC is administratively insolvent and to the
       extent necessary to allow it to comply with its
       obligations under the Plan -- 30.7% to the estate of
       PCHLI, and 69.3% to the estate of Funding.

A copy of the Debtors' Chapter 11 Plan is available for free at
http://ResearchArchives.com/t/s?28c1

A copy of the Disclosure Statement is available for free at  
http://ResearchArchives.com/t/s?28c2

                    About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking      
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


PFP HOLDINGS: U.S. Trustee Appoints Seven-Member Creditors' Panel
-----------------------------------------------------------------
Ilene J. Lashinsky, U.S. Trustee for Region 14, appoints seven
members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of P.F.P. Holdings Inc. and its debtor-
affiliates.

The Creditors Committee members are:

     1. The Bank of NY Trust Co.
        J. Chris Matthews, Vice President
        16th Floor, 601 Travis
        Houston, TX 77002
        Tel (713) 483-6267
      
     2. Paul Klink
        25 N. Ski Court
        Gilbert, AZ 85233
        Tel (480) 558-1499

     3. M2 Group Inc.
        Attn: Jose L. Montoya
        Suite 104, 4854 E. Baseline Rd.
        Mesa, AZ 85206
        Tel (480) 539-7497
        
     4. Adair Plumbing
        Attn: Doug Adair
        2334 W. Main Street
        Mesa, AZ 85201
        Tel (480) 827-1162
      
     5. Arizona Wholesale Supply
        Attn: Cathey J. Bernard
        P.O. Box 2979
        Phoenix, AZ 85062
        Tel (602) 258-7901 xt: 1350

     6. Palo Verde Plastering Inc.
        Attn: Brenda C. Ferra
        23440 N. 35th Drive
        Glendale, AZ 85310
        Tel (623) 516-1111 xt: 26

     7. Matthew & Jenna Porter
        c/o Victor a. Vilaplana, Esq.
        Foley & Lardner, LLP
        Suite 2100, 402 E. Broadway
        San Diego, CA 92101-3542
        Tel (619) 234-6655

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.


PHOENIX FOOTWEAR: Receives $14 Mil. Payment from Tactical Holdings
------------------------------------------------------------------
Phoenix Footwear Group Inc. received $14.3 million from Tactical
Holdings Inc. as payment under obligations related to Tactical's
acquisition of the company's Altama Delta division in December
2007.

As reported in the Troubled Company Reporter on Jan. 4, 2008,
Phoenix Footwear Group Inc. has sold its Altama military footwear
division to Tactical Holdings Inc.  Phoenix was to receive
approximately $15 million in total consideration under the stock
purchase and transition services agreements, including
$14.25 million on or before Feb. 28, 2008.

Of these funds, $3 million has been placed into an escrow account
to secure Phoenix Footwear's indemnification obligations.  The net
proceeds have been applied to reduce Phoenix Footwear's bank debt.

As of Feb. 29, 2008, Phoenix Footwear's bank debt was at
$8.3 million, net of $3 million in cash held in escrow.

"The successful closing of the Altama transaction was an important
milestone towards our stated goal of improving our capital
structure, and this funding finalizes those efforts," commented
James Riedman, Phoenix Footwear's chairman. "Additionally, we have
received several proposals from lenders and are working on a new
revolving facility to fund our normalized seasonal working capital
needs."

"In the near term, we expect to receive additional cash tax
refunds related to the net tax effects of the Altama and Royal
Robbins transactions," Mr. Riedman added.  "We are pleased with
the progress we have made so far on the restructuring of our
balance sheet and will continue to focus on aggressively growing
our brands."

"In a relatively short time, we have repositioned a number of key
brands and product lines, strengthened the balance sheet of the
company, hired or promoted a number of key organizational
resources, and stabilized our overall operational and executional
capabilities," Cathy Taylor, Phoenix Footwear's chief executive
officer, added.  "We believe that we are well positioned for
growth in 2008 and I look forward to working with the strong
organization we are developing to continue building a profitable
business we will all be proud to be part of."

For fiscal year 2008, Phoenix Footwear reiterates its issued
revenue guidance of $95 million -- $100 million and income from
operations of $2.0 million -- $2.5 million.

                     About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group Inc.
(AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands include the Tommy
Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R), H.S.
Trask(R), and Altama(R) footwear lines, and Chambers Belts(R).

                       Going Concern Doubt

Grant Thornton LLP exressed substantial doubt about Phoenix
Footwear Group Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of
Dec. 30, 2006, and Dec. 31, 2005.  Grant Thornton cited the
company's net loss of $20.4 million for the year ended
Dec. 30, 2006, and the company's deficit in working capital of
$9.5 million at Dec. 30, 2006.   The auditing firm also added that
the company did not meet the financial covenants under its credit
agreement as of Dec. 30, 2006.

As of Sept. 29, 2007, the company was not in compliance with the
financial covenants under its existing credit agreement which have
not been revised to reflect the Royal Robbins sale.  The company
has not requested a waiver for the Sept. 29, 2007, default in
connection with discussing with its bank a replacement facility.
Additionally, the company expects that it will not meet certain of
these financial covenants during the remainder of 2007.


PLAINS EXPLORATION: Unit Buying $335MM of Oil and Gas Properties
----------------------------------------------------------------
Plains Exploration & Production Company's subsidiary entered into
a definitive agreement to acquire from a private company oil and
gas producing properties, covering 67,929 gross acres or 34,509
net acres in South Texas for $335 million.  

PXP intends to fund the majority of the purchase price with
proceeds from the completed divestments through the use of a tax
deferred like-kind exchange.

The properties produce approximately 33 million cubic feet
equivalent per day net to PXP.  PXP estimates proved reserves are
approximately 106 billion cubic feet equivalent with an additional
70 BCFE of unproved resource potential.

"Due to the company's superior financial position from high cash
flow due to record commodity prices, we are opportunistically
acquiring excellent production/development assets in South Texas
to expand this strong operating area for PXP," James C. Flores,
chairman, president and chief executive officer of PXP, commented.  
"The company's per share growth strategy remains focused on
acquiring significant and growing production/development assets,
executing successful and impactful exploration drilling and
repurchasing PXP's common shares consistently."

The transaction is effective as of Jan. 1, 2008, and is expected
to close during the second quarter subject to customary closing
conditions and purchase price adjustments.  Jefferies Randall &
Dewey acted as advisor to PXP on the transaction.

                              Outlook

PXP increased its 2008 full year average sales volume range to
92,000 BOEPD - 96,000 BOEPD reflecting the contribution of the
proposed South Texas property acquisition.  The expected current
tax for 2008 has been reduced to a range of $40 million to
$115 million due to the tax deferred like-kind exchange.  PXP will
provide updated 2008 full year financial and operating guidance
after the acquisition is closed.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on Plains Exploration & Production Co., and removed from
CreditWatch.


PLASTECH ENGINEERED: Allows JCI to Remove Certain LC-22 Tools
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates and
Johnson Controls, Inc., have agreed to seek relief from the
automatic stay to allow JCI to recover certain tooling from the
Debtors' plants.

One or more of the Debtors performed certain pre-production work
in connection with the Dodge Challenger vehicle program known by
the parties as the "LC-22 Program."  One or more of the Debtors
are in possession of a certain tool -- used to produce part no.  
1519742 -- owned by JCI to be used in connection with the LC-22
Program.

JCI has asserted that production contracts or purchase orders for
the LC-22 Program were not awarded to the Debtors.

In connection with the LC-22 Program, JCI has an immediate need
to regain possession of the LC-22 Tool.

The Debtors have agreed to permit JCI to regain possession of the
LC-22 Tool, subject to the parties' reservation of rights, claims
and defenses in connection with the LC-22 Program.

Dawn R. Copley, Esq., at Dickinson Wright PLLC, Detroit, Michigan,
explains, "Delay in putting the LC-22 Tool in the possession of
the production supplier will cause harm to JCI in that JCI will
not be able to meet its schedule for the production of the
component parts for the LC-22 Program."

                    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)


QUEBECOR WORLD: Creditors' Committee Taps Mesirow as Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Quebecor World Inc. and its debtor-affiliates seeks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Mesirow Financial Consulting, LLC,
as its financial advisors, nunc pro tunc to Feb. 1, 2008.

According to Madeleine Fequeire, director of Abitibi-Consolidated
Sales Corp. and co-chairperson of the Committee, the panel needs
assistance in collecting and analyzing financial and other
information in relation to the Debtors' chapter 11 cases.  

Mesirow is a financial services firm headquartered in Chicago,
and is a primarily employee-owned, private company with more than
1,100 employees working across the USA and Puerto Rico.

As financial advisor to the Committee, Mesirow is expected to:

   (a) review reports or filings required by the Court or the
       Office of the United States Trustee, including schedules
       of assets and liabilities, statements of financial affairs
       and monthly operating reports;

   (b) review and analyze legal entity relationships, including    
       analyzing issues, which may be raised regarding
       substantive consolidation and accounting for intercompany
       transactions and balances;

   (c) review the Debtors' financial information, including
       analyzing cash receipts and disbursements, financial
       statement items and proposed transactions for which
       Bankruptcy Court approval is sought;

   (d) review and analyze report regarding cash collateral and
       any debtor-in-possession financing arrangements and
       budgets;
       
   (e) evaluate potential employee retention and severance;
   
   (f) assist in identifying and implementing potential cost
       containment opportunities;

   (g) assist with identifying and implementing asset    
       redeployment opportunities;

   (h) analyze assumption and rejection issues regarding
       executory contracts and leases;

   (i) review and analyze the Debtors' proposed business plans
       and their business and financial condition generally;

   (j) review and critique the Debtors' financial projections
       and assumptions;
       
   (k) assist in preparing documents necessary for confirmation;
   
   (1) advise and assist the Committee in negotiations and
       meetings with the Debtors, the bank lenders and other
       stakeholders;

   (m) advise on the tax consequences of proposed plans of
       reorganization;

   (n) assist with the claims resolution procedures, including
       analyses of creditors' claims by type and entity;
       
   (o) provide litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance actions
       or other matters; and
       
   (p) provide any other functions as may be requested by the
       Committee or its counsel to assist the Committee in the
       Debtors' Chapter 11 cases.

Mesirow's current normal and customary hourly rates are:

   Level                                   Hourly Rates
   -----                                   ------------
   Senior Managing Director,
      Managing Director and Director       $650 - $690
   Senior Vice-President                   $550 - $620
   Vice President                          $450 - $520
   Senior Associate                        $350 - $420
   Associate                               $190 - $290
   Paraprofessional                        $150

The Committee wants the Debtors to indemnify Mesirow from
liabilities and claims related to its engagement, except those
arising from the firm's gross negligence and willful misconduct.

Leon Szlezinger, managing director of Mesirow, says that his firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, and does not hold or represent
any interest adverse to the Debtors' estates or of any class of
creditors or equity security holders.

The firm can be reached at:

             Leon Szlezinger, Managing Director
             Mesirow Financial Consulting, LLC
             350 North Clark Street
             Chicago, IL 60610
             Tel: (800) 453-0600
             http://www.mesirowfinancial.com/

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market         
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Creditors' Panel Wants Jefferies & Co. as Banker
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Quebecor World Inc. and its debtor-affiliates seeks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Jefferies & Company, Inc., as its
investment banker, nunc pro tunc to Feb. 5, 2008.

The Committee believes that the services of an investment banker
are necessary and appropriate to enable it to evaluate the
complex financial and economic issues raised by the Debtors'
reorganization proceedings and to effectively fulfill its
statutory duties.  Madeleine Fequeire, director of Abitibi-
Consolidated Sales Corp. and co-chairperson of the Committee,
says that the Committee chose Jefferies because of the firm's
global expertise in providing investment banking services to
debtors and creditors in restructurings and distressed
situations.

Jefferies & Company, Inc., is an investment banking firm with its
principal office located at 520 Madison Avenue, 12th Floor in New
York.  Together with its subsidiaries, Jefferies Group has
approximately 2,500 employees in 30 offices around the world.

Under an engagement letter dated Feb. 5, 2008, Jefferies is
expected to:

   (a) become familiar with and analyze the Debtors' business,
       business plan operations, assets, strategic plan,    
       financial condition and prospects;

   (b) provide a valuation analyses of the Debtors if requested,
       the form of which will be as agreed upon by Jefferies and
       the Committee, and provide expert testimony relating to
       any valuation;
      
   (c) advise the Committee on the current state of the
       restructuring and capital markets;

   (d) assist and advise the Committee in examining and analyzing
       any potential or proposed strategy for restructuring or
       adjusting the Debtors' outstanding indebtedness or overall
       capital structure, whether pursuant to a plan of
       reorganization, capital raise, M&A transaction, a sale of
       assets or equity under section 363 of the Bankruptcy Code,
       a liquidation, or otherwise, assisting the Committee in
       developing its own strategy for accomplishing a   
       restructuring;

   (e) assist and advise the Committee in evaluating and  
       analyzing the proposed implementation of any    
       restructuring, including the value of the securities, if
       any, that may be issued under any plan of reorganization;
       and
     
   (f) render other investment banking services as may from time
       to time be agreed upon by the Committee and Jefferies,
       including providing expert testimony on valuation, and
       other expert testimony and investment banking support
       related to DIP and exit financing, M&A and asset sale
       processes.

Jefferies will charge a $150,000 monthly fee.  The firm will also
seek a $3,500,000 transaction fee, which will be earned in full
upon substantial consummation of a chapter 11 plan that is
supported by the Committee.  Jefferies will credit 50% of all
monthly fees paid in excess of $900,000 against the transaction
fee.

Jefferies will seek reimbursement of all out-of-pocket expenses.

The Committee wants the Debtors to indemnify Jefferies from
liabilities and claims related to its engagement, except those
arising from the firm's gross negligence and willful misconduct.

Steven Strom, managing director of Jefferies, says that his firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, and does not hold or represent
any interest adverse to the Debtors' estates or of any class of
creditors or equity security holders.

The firm can be reached at:

             Steven Strom, Managing Director
             Jefferies & Company, Inc.
             520 Madison Avenue, 12th Floor
             New York, New York 10022
             Tel; (212) 284-2300
             http://www.jefferies.com/

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market         
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Wants Creditor Information Protocol Approved
------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates and the Official
Committee Unsecured Creditors asked the U.S. Bankruptcy Court for
the Southern District of New York to approve a Creditor
Information Protocol.  This is to ensure that the Committee is
able to comply with its obligations under Section 1102(b)(3)(A) of
the Bankruptcy Code and to protect the Debtors' confidential,
privileged or proprietary information.

(1) Access to Creditor Information

In full satisfaction of the Committee's obligations to provide
access to information for creditors in accordance with Section
1102(b)(3)(A) and (B) of the Bankruptcy Code, the Committee will:

   (a) establish and maintain an Internet-accessed Web site that
       provides:

       (1) general information concerning the Debtors, including,  
           case dockets, access to docket filings, and general
           information concerning significant parties in the
           cases;
       
       (2) highlights of significant events in the cases;

       (3) a calendar with upcoming significant events in the
           cases;

       (4) access to the claims docket as and when established
           by the Debtors or any claim agent retained in the
           cases, including the Web site established by Donlin
           Recano & Co., Inc.;

       (5) access to the Web site of the monitor appointed in the
           Debtors' Canadian proceedings;

       (6) a general overview of the chapter 11 process;

       (7) press releases issued by each of the Committee and
           the Debtors;

       (8) a non-public registration form for creditors to
           request "real-time" case updates via electronic mail;
     
       (9) a non-public form to submit creditor questions,
           comments and requests for access to information;

      (10) responses to creditor questions, comments and requests
           for access to information; provided, that the
           Committee may privately provide the responses in the
           exercise of its reasonable discretion;
  
      (11) answers to frequently asked questions; and

      (12) links to other relevant Web sites.

(2) Privileged and Confidential Information

The Committee will not be required to disseminate to any entity:

   (i) without further order of the Court, confidential,
       proprietary, or other non-public information concerning
       the Debtors or the Committee, or

  (ii) any other information if the effect of the disclosure
       would constitute a general or subject matter waiver of the
       attorney-client, work-product, or other applicable
       privilege possessed by the Committee.

The Debtors will assist the Committee in identifying, receiving
any information from any entity in connection with an examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.  

Requests for information may be addressed to:

   Arnold & Porter LLP
   Attn: Michael J. Canning
   399 Park Avenue,
   New York, New York 10022
   quebecorservice@aporter.com

The stipulation also governs the release of confidential
information of third parties and exculpation provisions.

A full-text copy of the Creditor Information Protocol is
available for free at http://ResearchArchives.com/t/s?28b0

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market         
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Woes Cue $779 Mil. Non-Cash Hit for Quebecor Inc.
-----------------------------------------------------------------
The Canadian Press reports that Quebecor Inc. expects to take a
non-cash hit of up to $779,000,000 resulting from the
difficulties of its Quebecor World Inc. printing subsidiary.

According to the report, Quebecor CEO Pierre Karl Peladeau
declined to indicate whether he plans to retain a stake in
Quebecor World, which was founded by his late father and formed
the basis of the Quebecor group, or invest additional capital
once it exits protection.  "It's too early to say anything about
what's going to happen there," The Canadian Press quoted Mr.
Peladeau as saying during a conference call to discuss fourth
quarter and year-end results.

Quebecor Inc. began to exclude Quebecor World from its
consolidated results as of Jan. 21, 2008, the report adds.

In a news release, Quebecor Inc. and Quebecor Media Inc. issued
this statement regarding the impact of Quebecor World Inc.'s
decision to place itself under the protection of the Companies'
Creditors Arrangement Act in Canada:

"On Jan. 21, 2008, Quebecor World Inc. placed itself under the
protection of the Companies' Creditors Arrangement Act.  Quebecor
World and some of its U.S. subsidiaries also placed themselves
under the protection of Chapter 11 of the Bankruptcy Code in the
United States.

"These procedures will have no material impact on the operations
of Quebecor Media.

"In light of the rejection by Quebecor World's bank creditors of
the rescue plan announced on Jan. 11, 2008, Quebecor did not
consider it to be in the interests of its shareholders to enhance
its offer and increase the risk associated with its investment in
Quebecor World.  In light of Quebecor World's decision to place
itself under the protection of the Companies' Creditors
Arrangement Act, Quebecor will have to exclude Quebecor World from
the scope of its consolidation as of Jan. 21, 2008.

"Since the events involving Quebecor World occurred after Dec. 31,
2007, Quebecor will have to consolidate financial data for
Quebecor World as of Dec. 31, 2007, and for the financial year
ended on that date.

"The carrying value of Quebecor's investment in Quebecor World as
of Sept. 30, 2007, for consolidation purposes, was $429.0 million,
and net losses on foreign exchange in the amount of approximately
$350.0 million related to this investment had been accumulated as
of that date in other comprehensive income.  The total net loss
before taxes that will ultimately be recognized in Quebecor's
results in connection with the events involving Quebecor World
should not exceed the total of these amounts.  This net loss will
have no impact on Quebecor's cash and cash equivalents.

"The release of Quebecor's consolidated financial results for 2007
will be dependent on the production by Quebecor World of its
financial results for the year ended Dec. 31, 2007.  In view of
the recent events involving Quebecor World, Quebecor anticipates
that the publication of its annual financial documents, including
its audited consolidated financial results, its Management
Discussion and Analysis and its press release, will be delayed.  
Quebecor cannot guarantee that, for the 2007 financial year, it
will be able to meet its reporting obligations by the prescribed
deadline since it has no control over Quebecor World's ability to
report its own financial results."

                    Quebecor World's Bankruptcy
               Won't Affect Quebecor Inc. and Units

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Quebecor Inc., Quebecor Media Inc. and its subsidiaries are not
affected in any way by the decision of Quebecor World to seek
court protection from creditors under the Companies' Creditors
Arrangement Act (CCAA).  Quebecor Inc. said that Quebecor World is
an independent company, distinct from the two other entities, and
its current situation will have no effect on the normal,
continuing operations of Quebecor Inc. and Quebecor Media Inc.

Pierre Karl PEladeau, President and Chief Executive Officer
of Quebecor Inc. said, "Quebecor and Quebecor Media are both in
excellent financial health and the outlooks for the future of the
businesses are excellent."

Quebecor Inc. formally advised Quebecor World a week ago that it
must remove "Quebecor" from its corporate name.  This measure is
intended to eliminate any confusion in the public.

              Quebecor Inc. Severing Ties with QWorld

According to Seeking Alpha, UBS analyst Jeffrey Fan informed
clients that Quebecor World's decision to seek bankruptcy
protection in Canada and the U.S., and the recent request for
removal of "Quebecor" from Quebecor World's corporate name
reflect Quebecor Inc.'s decision to surrender control of Quebecor
World.  He added that the likelihood of Quebecor providing
further funding to Quebecor World has been significantly reduced.

Quebecor Inc., together with Tricap Partners, previously offered
a $400,000,000 Rescue Financing Proposal to Quebecor World on
Jan. 11, 2008.  The proposal, however, was rejected by Quebecor
World's secured lenders.

The company has obtained interim approval on a $1,000,000,000 DIP
financing agreement with Credit Suisse.  Flint Group North America
Corporation; Abitibi Consolidated Sales Corp., Abitibi-
Consolidated US Funding Corp., Bowater America Inc., and Bowater
Inc.; and Corporate Property Associates 9 LP, want the Court to
deny final approval on the $1,000,000,000 of DIP financing.

                        About Quebecor Inc.

Montreal, Quebec-based Quebecor Inc. (TSE: QBR.A/B) --
http://www.quebecor.com/-- is a communications company with  
operations in North America, Europe, Latin America and Asia.  The
company has two operating subsidiaries: Quebecor World Inc., a
commercial print media services company, and Quebecor Media Inc.,
a media company, engaged in the business of cable, newspapers,
broadcasting, leisure and entertainment, interactive technologies
and communications, and Internet/portals.  On Jan. 1, 2006, the
operations of Videotron Telecom Ltd., previously the Business
Telecommunications segment, were folded into the Cable segment.  
On Nov. 15, 2006, Sun Media Corporation launched two free dailies
in the Ottawa area, 24 HOURS in English and 24 HEURES in French.  
In June 2007, Quebecor World acquired Colorscope, an interactive
and print imaging services provider with locations on the United
States west coast.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market      
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUICK SERVICE: Blames Bankruptcy on Rising Costs and Lower Sales
----------------------------------------------------------------
Quick Service Foods-Tampa Inc. said that increasing fuel costs and
decreasing sales prompted its bankruptcy filing, according to
Tampa Bay Business Journal reporter, Janet Leiser, citing
documents filed with the U.S. Bankruptcy Court for the Middle
District of Florida.  The Debtor generated $11 million last year,
a 10% decrease from 2006, BizJournal relates.

The Debtor has $5.1 million in secured debt owed to GE Capital
Franchise Finance Corp., its major creditor, according to the
report.

Based on court documents, BizJournal reports, the Debtor shut down
three Church's Chicken franchised stores is currently mulling
closure of other non-performing stores.  In a court filing, Quick
Service Foods owner and president, Ford Reihani, asserted that
Church's Chicken franchiser, Cajun Operating Co., won't consent to
further store closures, BizJournal notes.  In addition, Cajun's
new owners are taking "an aggressive stance" against franchisees
like Quick Service Foods, BizJournal quotes court documents as
stating.

BizJournal says that the Debtor's stores are situated "in
economically depressed but redeveloping areas," based on court
documents.

Mr. Reihani and Quick Service Foods secretary, Diana Juarez
Reihani, asked the Court to compel payment of their weekly
salaries -- $2,884 for Mr. Reihani and $1,923 for Ms. Juarez,
BizJournal reports.

                    About Quick Service Foods-Tampa

Tampa, Florida-based Quick Service Foods-Tampa Inc. operates 15
Church's Chicken restaurants in the Orlando and Tampa areas and
employs 320 people.  It is owned by Ford Reihani.

San Antonio, Texas-based Church's Chicken, founded in 1952, serves
traditional southern and spicy fried chicken.  As of January 2008,
the company had 1,600 worldwide locations and sales of more than
$1 billion.  The parent company of Church's Chicken, Cajun
Operating Co., is owned by private equity firm Arcapita, --
http://www.arcapita.com/-- is based in Atlanta.

Quick Service Foods-Tampa Inc. filed for chapter 11 bankruptcy on
Feb. 29, 2008 (Bankr. M.D. Fla. Case No. 08-02797).  Donald R.
Kirk, Esq., at Fowler, White, Boggs, Banker PA represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


RELIANT ENERGY: Moody's Puts Ratings on Review For Likely Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings for Reliant Energy,
Inc. and Reliant Energy Mid-Atlantic Power Holdings on review for
possible upgrade. The review for upgrade also includes Reliant
Energy's B2 Corporate Family Rating.  In addition, the ratings for
Orion Power Holdings, an intermediate subsidiary holding company
remains on review for possible upgrade.

The review for possible upgrade reflects the financial and
strategic transition that Reliant has undertaken over the past
twelve to eighteen months.  This transition, which has included
the reduction of adjusted debt from around $4.6 billion in
December 2006 to $3.8 billion as of Dec. 31, 2007, is helping to
produce materially improved financial results which appear to be
reasonably sustainable over the near to intermediate term horizon.

These financial results consist of key financial credit metrics,
including a ratio of free cash flow to adjusted debt of
approximately 33.7% and 14.3% over the twelve months ended
September 2007 and for the year ended December 2007, respectively.   
On a cash flow from operations to adjusted total debt basis,
Reliant is now producing metrics of over 21.2%, well above the 10%
threshold Moody's had previously identified as a hurdle for
potential ratings upgrades.

In Moody's opinion, Reliant's recently improved operational
performance measures and financial results are benefiting from
various market-related fundamentals, including stronger capacity
markets and the overall increase in commodity prices.  Although
Moody's acknowledges that many of these positive market
fundamentals remain outside of management's control, Moody's
incorporates a view that these conditions should remain in place
over the near to intermediate term horizon.  In addition, given
Reliant's current asset platform and mix of business activities, a
modest deterioration to these fundamentals should not negatively
impact the credit improvement that has already materialized.

The review for possible upgrade will primarily focus on the
sustainability of cash flow generation relative to total adjusted
debt; the company's longer term strategic alternatives related to
its uses for free cash flow; and the overall liquidity profile of
the company.  While many technical market conditions currently
favor Reliant and the wholesale merchant sector, Moody's notes
that natural gas commodity prices tend to be extremely volatile
which can have a significant impact on Reliant's credit profile
given the lack of any meaningful hedging in the wholesale
generation business which acts as a rating's constraint.

Reliant Energy is a large wholesale merchant generator with
approximately 16 GWs of generating capacity diversified across
several market regions in the U.S.  In addition, Reliant is a
large retail electric provider in Texas, serving almost 2 million
customers, primarily in the greater Houston, Texas region.  
Reliant reported $11.2 billion in revenues for the year ended 2007
and is headquartered in Houston, Texas.

On Review for Possible Upgrade:

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: Reliant Energy Inc.

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently B3

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)Caa1

  -- Senior Subordinated Conv./Exch. Bond/Debenture, Placed on
     Review for Possible Upgrade, currently Caa1

  -- Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B3

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Placed on Review for Possible
     Upgrade, currently Ba2

Outlook Actions:

Issuer: Reliant Energy Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Outlook, Changed To Rating Under Review From Stable


RESIDENTIAL CAPITAL: Fitch Cuts Ratings and Retains Negative Watch
------------------------------------------------------------------
Fitch Ratings has downgraded Residential Capital LLC long-term
Issuer Default Rating to 'BB-' from 'BB+'.  In addition, the
ratings remain on Rating Watch Negative by Fitch.  Approximately
$18 billion of debt is affected by this action.  

This action follows ResCap's extremely difficult 2007 and
uncertain prospects for 2008. While ResCap has aggressively
addressed near-term liquidity issues, the company's return to even
a modicum of sustainable profitability in 2008 would be difficult
if mortgage market dislocation continues.  In addition, while
Fitch acknowledges the company's recent debt repurchases, ResCap
does have $4.4 billion of debt maturing in 2008, including a
$1.7 term loan.  Fitch will monitor ResCap's developments towards
repaying outstanding debt maturities while maintaining sufficient
operating liquidity.

In fourth-quarter 2007, ResCap and GMAC undertook a number of
actions that allowed the company to remain in compliance with its
minimum net worth covenant of $5.4 billion.  These involved
deconsolidating certain securitization trusts and repurchasing
outstanding ResCap debt.  Gains generated or capital contributions
in the form of contributed and retired debt from these
transactions partially offset losses during the quarter.  While
Fitch recognizes the efficacy of these actions, they do not
fundamentally address the need to stem asset write-downs and
generate core and sustained profitability in the near-term.

As a result of the continuing U.S. mortgage market dislocations,
ResCap has been forced to focus on its conforming mortgage loan
business, as these loans can be funded through Federal Home Loan
Bank advances and sold to Fannie Mae or Freddie Mac.  Margins for
conforming loans are lower and Fitch believes that ResCap could be
at a long-term competitive disadvantage relative to large banks
with access to cheap and stable core deposit funding.  
Furthermore, Fitch believes ResCap's International mortgage
business, which has a concentration in the U.K., have also begun
to struggle due to spreading capital markets dislocation in
Europe.  This will likely weigh further on results in 2008.

In addition to the downgrade of the long-term IDR, Fitch has
downgraded ResCap's senior and subordinated debt ratings further
to 'B+' and 'B-', respectively, reflecting Fitch's view for the
likelihood of diminished recovery values in the event of default,
due to declining values for mortgage related assets and the
potential need to encumber more assets for funding.

The Rating Watch Negative reflects the fact the ResCap's ownership
are considering various strategic options for the company, which
could include sales or divestitures, in whole or in part.  At this
point, Fitch cannot ascertain the outcome of any such
transactions, and thus will consider the effects of any actions
have on both probability of default and recovery prospects for
unsecured debt.  Ratings could also be lowered if Fitch believes
that ResCap could violate the minimum net worth covenant in its
bank facilities or if GMAC LLC's ratings were to be lowered.

Fitch has downgraded these ratings and kept them on Rating Watch
Negative:

Residential Capital LLC
  -- Long-term IDR to 'BB-' from 'BB+';
  -- Senior Unsecured debt to 'B+' from 'BB+';
  -- Subordinated debt to 'B-' from 'BB-'.

These ratings also remain on Rating Watch Negative

  -- Short-term IDR 'B';
  -- Short-term debt 'B'.


SAINT VINCENT: Objections to 5 Claims Must be Filed by March 14
---------------------------------------------------------------
Judge Adlai S. Hardin of the U.S. Bankruptcy Court for the
Southern District of New York ruled that five proofs of claim
asserted against Saint Vincent's Catholic Medical Centers of New
York are reclassified and allowed as general unsecured claims:

   Claimant                             Claim No.   Claim Amount
   --------                             ---------   ------------
   New York Medical College               2414          $285,691
   Boulevard Anesthesiology Association    851            61,290
   Furniture Rental Associates            2539            50,000
   A & L Scientific                       3176               479
   Orlando, Joe                           3055               115

Judge Hardin adjourns the hearing on the Debtors' objections to:

   * Claim No. 2406 filed by Bal Global Finance LLC;

   * Employer Benefit Claim Nos. 1330, 1332, 1342, 1339, 1343,
     1344, 1331, 1333, 1338, 1340;

   * Disputed Cure Amount Claim Nos. 1329, 1334, 1337, 254, 1326,
     1335, 1336, 255 and 1328; and

   * 71 Other Claims, a copy of which is available for free at
     http://bankrupt.com/misc/SVCMC_71AdjournedClaims.pdf

Responses to the claim objections should be filed no later than
March 14, 2008.

                     About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SAINT VINCENT: Wants Court to Expunge Six Claims Worth $485,283
---------------------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York and its
debtor-affiliates ask the the U.S. Bankruptcy Court for the
Southern District of New York to disallow and expunge six claims,
aggregating about $485,283, for various reasons:

   (a) Two claims aggregating $264,107 were amended or superseded
       by other claims:

       Claimant                       Claim No.   Claim Amount
       --------                       ---------   ------------
       Cargill Financial Services        3269         $258,207
       Fair Harbor Capital, LLC          1129            5,900

   (b) The Debtors contend that they do not owe any obligations
       with respect to KT Trust's Claim No. 1479 for $32,850,
       because the Claim has been previously paid in full
       pursuant to a stipulation.

   (c) Claim No. 3315 for $52,169 filed by N.S. Low & Co., Inc.,
       was filed past the Claims Bar Date.

   (d) Two claims assert amounts in excess of the amounts
       reflected in the Debtors' records:

                                      Original    Reduced
       Claimant            Claim No.  Claim Amt.  Claim Amt.
       --------            ---------  ---------   ----------
       Homecare Concepts      1790      $37,898      $34,000
       KT Trust               1565       98,259       96,523

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SAINT VINCENT: District Court Affirms Verdict on Larney's Claim
---------------------------------------------------------------
Judge Alvin K. Hellerstein of the U.S. District Court for the
Southern District of New York affirmed Bankruptcy Judge Adlai S.
Hardin's decision denying Darlene Larney's request to extend the
time to file a malpractice claim on behalf of Daniel Larney
related to the case of Saint Vincent's Catholic Medical Centers of
New York.

Judge Hardin denied Ms. Larney's request when Ms. Larney and her
representatives failed to appear on the hearing regarding the
request.  Ms. Larney brought the matter before the District Court.

Ms. Larney argued that that she was a known claimant and therefore
should have received direct notice; and that even if the
publication notice was sufficient, her failure to file a timely
notice of claim was the result of excusable neglect.

Judge Hellerstein, however, held that the mere fact that Daniel
Larney died after spending weeks in the hospital does not convert
Mr. Larney's estate into a known creditor.  

Judge Hellerstein opined that the arguments Ms. Larney presented
to the Bankruptcy Court are insufficient to establish excusable
neglect for these reasons:

   (1) There is no justifiable reason why Ms. Larney's late
       filing should be excused and thus, her individual action
       should not be allowed to go forward; and

   (2) Though Ms. Larney was appointed as administratrix in
       February 2007, she did not file a late notice of claim
       until five months later, in July 2007.

By the time Ms. Larney filed the late notice of claim, the
Debtors had already filed a plan of reorganization, Judge
Hellerstein noted.

Thus, under the circumstances, Judge Hellerstein said he cannot
say that the Bankruptcy Court abused its discretion in denying
Ms. Larney's request to extend the time to file a late claim.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SAINT VINCENT: Inks 15-Year Lease for Employees' Residences
-----------------------------------------------------------
Saint Vincent Catholic Medical Centers, the umbrella organization
for several hospitals and healthcare facilities, has signed a
15-year lease with SK Properties for 65 luxury rental residences
at Grove Pointe in downtown Jersey City.

Not only are the units new and provide the latest amenities for
our physicians and staff, but also Grove Pointe is a short commute
to the hospital.  The $34 million transaction was orchestrated by
Jaime M. Weiss and Matthew B. Weiss of Weiss Realty of Moonachie,
NJ.  The residences will be occupied by resident and intern
physicians, doctors, nurses, and other hospital personnel,
according to SK Properties, which has developed the 30-story
luxury rental building located in the heart of Jersey City's
vibrant downtown district.

"Since one of its buildings will no longer serve as housing for
physician resident and interns, Saint Vincent's recently undertook
a search to find up-to-date, conveniently located options for its
numerous physician residents and other staff who work at St.
Vincent's Hospital Manhattan in Greenwich Village," notes Jonathan
Kushner, a principal of SK Properties.  "Unable to locate a
sufficient amount of available product in Manhattan that was close
to the facility, they began an investigation to see if there was a
viable alternative in Jersey City, which is easily accessible to
the Manhattan hospital.  We're delighted they recognized Grove
Pointe as an ideal fit for their needs, particularly because of
the building's tremendous value, luxury, 24-hour attended lobby
and resort-like amenities and services which are certain to appeal
to busy, time-constrained medical professionals."

Saint Vincent's enlisted the services of Weiss Realty to conduct a
market rental analysis with regard to the housing of professional
medical staff.

"The analysis was undertaken to form an opinion of the proposed
rentals and their market comparative relationship," said Jaime M.
Weiss.  "Grove Pointe had the right number of one- and two-bedroom
apartments available and a particularly convenient location at the
PATH only 12 minutes from the hospital's Downtown Manhattan
location, which was of paramount importance to Saint Vincent's."

Administrators at the medical facility quickly recognized the
potential of Grove Pointe as a housing alternative for its
Manhattan staff.

"We were very pleased to find an adequate number of residential
units to meet our needs at Grove Pointe," explained James Woods,
Senior Vice President, Real Estate Services at Saint Vincent's.  
"Not only are the units new and provide the latest amenities for
our physicians and staff, but also Grove Pointe is a short commute
to the hospital."

Rental activity at Grove Pointe has been strong since the
building's Grand Opening last summer, with nearly 90% of the 458
premium rental residences already leased. The homes enjoy an
abundance of natural light, as well as panoramic views of the
Manhattan skyline, Hudson River, Statue of Liberty and entire
"Gold Coast."  Studio-to-two-bedroom layouts are available at
monthly rents starting at $1,950.

Designed by Manhattan-based DeWitt Tishman Architects, Grove
Pointe strikes a commanding presence amid the Jersey City skyline
with its exciting mix of tiers, tones and textures.  In the
expansive lobby, interior designer Amir Khamneipur has blended
such elegant finishes and appointments as handsome limestone,
Botticino marble, lustrous contemporary accents and dramatic
lighting.

The comprehensive amenity offering includes a large outdoor
landscaped deck with a pool and sundeck, a fitness club with
state-of-the-art training equipment, weight room, Yoga Studio,
meditation/stretching area and a relaxing shower feature; and a
game room with a billiard table, private screening room and
catering kitchen.

There's also a 24-hour uniformed doorman and concierge, a
convenient on-site parking garage, and 20,000 square feet of
ground-floor retail space that will include a Starbucks, Duane
Reade Pharmacy and a Valley National Bank.

For more information, visit Grove Pointe's on-site leasing and
model center, located at 100 Christopher Columbus Drive, Jersey
City; call (201) 333-8880 or visit the Web site at
http://www.grovepointerentals.com

                      About SK Properties

Headquartered in Bridgewater, N.J., SK Properties is a privately-
held, diversified real estate company in New Jersey.  It owns and
manages more than 5 million square feet of office, warehouse and
retail space, and owns 8,000 apartments, of which it manages
approximately 3,000.

                      About Weiss Realty

Weiss Realty Co., Inc. is a diversified real estate services
and investment organization concentrating on commercial office,
industrial and retail properties.  Headquartered in Moonachie, New
Jersey, the firm operates throughout the New York/New Jersey
Metropolitan region and in select markets across the country.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SALANDER-O'REILLY: Seeks Exclusivity Period Extension to June 7
---------------------------------------------------------------
Salander-O'Reilly Galleries LLC asks the U.S. Bankruptcy Court for
the Southern District of New York to extend its exclusive right to
file a Chapter 11 plan until June 7, according to Bill Rochelle of
Bloomberg News.

The Debtor's lawyer stated in court filings Feb. 29 that the
gallery has been "significantly delayed" in obtaining copies of
books and records that was taken by the Manhattan district
attorney, and so can't file its formal lists of assets and debt.

The hearing for an extension of the exclusivity period to file the
bankruptcy plan will be held March 20.

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SALANDER-O'REILLY: Hearing on Rent Payment Set for March 20
-----------------------------------------------------------
The demand made by a landlord of Salander-O'Reilly Galleries LLC
in January for the payment of rent is scheduled for a bankruptcy
court hearing on March 20, according to Bill Rochelle of Bloomberg
News. If the rent's not paid, the landlord wants permission to
evict the gallery from the building, the report states.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Joseph Sarachek, chief restructuring officer of the Salander-
O'Reilly Galleries LLC, wanted the U.S. Bankruptcy Court for the
Southern District of New York to deny RFR Realty LLC's request to
take the gallery's rented mansion.

RFR Realty, run by art collector and developer Aby Rosen, asserted
that the gallery failed to pay its rent on time that led to
the termination of a lease contract with the landlord, , Philip
Boroff wrote for Bloomberg News, citing court filings.  RFR
demanded that the Debtors pay $795,698 for rent accrued since
November 2007, Bloomberg related.

Sometime in October 2007, prior to the Debtors' bankruptcy filing,
the Hon. Arlene Bluth of the Court of New York ordered the Debtors
to pay RFR Realty $749,211 in back rent and allowed RFR Realty to
take possession of the townhouse, Bloomberg noted.

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.  The company has asked the Court to extend its
exclusive right to file a Chapter 11 plan until June 7.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SALANDER-O'REILLY: Procedures to Determine Artwork Owner Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved procedures at the end of February to determine who owns
art works in the possession of Salander-O-Reilly LLC, the gallery
revealed in a court filing, according to Bill Rochelle of
Bloomberg News.

As reported by the Troubled Company Reporter on Feb. 7, 2008, the
official committee of unsecured creditors appointed in Salander-
O'Reilly Galleries's chapter 11 case, the Debtor's secured lender
First Republic Bank, and the gallery's chief restructuring officer
have proposed procedure for figuring out who owns art works in
Salander-O'Reilly's possession.

The TCR report citing Mr. Rochelle stated that the Committee, et
al., require anyone who has a claim on art to file a written
notice of the claim by May 9, which claim will be reviewed by a
four-man panel.

If the panel unanimously agree a particular art work belongs to
someone else, it will be returned, according to Mr. Rochelle.  The
panel will comprise one member each to represent art claimants,
the gallery, the committee and the bank.

If there is disagreement about ownership, the owner must
participate in non-binding mediation, Mr. Rochelle reports.  An
owner may file a lawsuit before the Bankruptcy Court to recover
the art work if the dispute isn't settled.

The procedures won't apply to art works not in the gallery's
possession, nor will they resolve claims that art objects are
subject to liens or constructive trusts, Mr. Rochelle says.

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.  The company has asked the Court to extend its
exclusive right to file a Chapter 11 plan until June 7.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SANTA FE: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Santa Fe Drywall, Inc.
        3326 North Winstell Boulevard
        Tucson, AZ 85716

Bankruptcy Case No.: 08-02020

Type of Business:

Chapter 11 Petition Date: February 29, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks
                  Eric Slocum Sparks P.C.
                  110 South Church Avenue, Suite 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $200,174

Total Debts:  $1,145,087

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         941 Taxes           $1,018,514
210 East Earll Street
Phoenix, AZ 85012

Desert Building Materials        Trade Debt             $44,944
2310 West Gardner LN
Tucson, AZ 85705

Mark Wright Construction         Trade Debt             $36,134
3326 North Winstell
Tucson, AZ 85716

SCF                              Insurance               $4,670

Ames Tools                       Trade Debt              $2,200

Financial Pacific Insurance      Insurance                 $788

Ohio Casulaty Co.                Insurance                 $712

Jim Click Finance                2006 Ford F350         $21,441
                                                       ($21,000
                                                       secured)

Yellow Brook                     Trade Debt -              $187
                                 Advertising


SCO GROUP: Payment in Full to All Creditors Under Plan
------------------------------------------------------
The S.C.O. Group Inc. and S.C.O Operations Inc. filed their
Chapter 11 Reorganization Plan and Disclosure Statement with the
United States Bankruptcy Court for the District of Delaware on
Feb. 29, 2008.

The Debtors' Plan, include:

   i) full payment with interest, if applicable of approved
      creditors' claims as allowed on the effective date of the
      Plan;

  ii) full payment with interest, if applicable of all claims  
      subject to pending litigation when and to the extent the
      courts allow such claims; and

iii  distributions to equity holders.

The Plan allows the Debtors to focus its efforts on the
development, sales and support of its UNIX and mobile
technologies.  The Plan also provides for the establishment of a
new board of directors as well as the appointment of a new Chief
Executive Officer on its effective date.

"This is an important milestone in emerging from Chapter 11
bankruptcy," said Jeff Hunsaker, President and Chief Operating
Officer of SCO Operations.  "We have been working together with
the Stephen Norris Capital Partners team carefully preparing a
plan that will pay qualified creditors' claims, provide a return
to profitability, expand our business, and continue to provide our
customers and partners with the solutions and services they need
to run and grow their businesses.

"We continue to be encouraged by the feedback we are receiving
from our customers, partners and stockholders.  One large customer
in Italy announced to us this week that after having left our UNIX
platform and trying Microsoft(R) Windows(TM) and Linux, they are
returning to SCO OpenServer 6 due to its unmatched stability and
reliability," said Hunsaker.

Stephen Norris Capital Partners has, subject to continued due
diligence, committed to provide up to $100 million to finance the
SCO Plan of reorganization and to take the Company private.

Stephen Norris said, "This reorganization plan is a positive step
for SCO's customers, partners and stockholders and a major win
for all parties.  This plan will enable it to grow its business,
especially outside the U.S., and if possible, settle its
outstanding litigation on a favorable and reasonable basis."

Mark Robbins, co-partner with Stephen Norris in SCO's investment
transaction said,  "We have a firm belief in SCO's technology
platform and its potential to be expanded especially outside of
the United States.  SCO has a solid customer base of industry
leaders. This Plan provides the necessary direction and strategy
to begin moving in a positive direction."

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

               http://ResearchArchives.com/t/s?28bf

               http://ResearchArchives.com/t/s?28c0

A full-text copy of the Chapter 11 Plan of Reorganization is
available for free at:

               http://ResearchArchives.com/t/s?28be

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc.-- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to medium
business and UnixWare for enterprise applications and digital
network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and liabilities
showed total assets of $9,549,519 and total liabilities of
$3,018,489.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
the Court further extended the Debtors' exclusive periods to file
a Chapter 11 plan until May 11, 2008; and solicit acceptances of
that plan until July 11, 2008.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Tanner LC in Salt Lake City, Utah, expressed substantial doubt
about The SCO Group Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Oct. 31, 2007.  The auditing firm reported that the company
is a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy
Code, has experienced significant and continuing net losses, and
is faced with substantial contingent liabilities as a result of
certain adverse legal rulings.


SCO GROUP: Disclosure Statement Hearing Set For April 2
-------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
scheduled a hearing on April 2, 2008, to consider approval of the
adequacy of The S.C.O. Group Inc. and S.C.O Operations Inc.'s
Disclosure Statement dated Feb. 29, 2008, explaining their Chapter
11 Plan of Reorganization

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc.-- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to medium
business and UnixWare for enterprise applications and digital
network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and liabilities
showed total assets of $9,549,519 and total liabilities of
$3,018,489.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
the Court further extended the Debtors' exclusive periods to file
a Chapter 11 plan until May 11, 2008; and solicit acceptances of
that plan until July 11, 2008.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Tanner LC in Salt Lake City, Utah, expressed substantial doubt
about The SCO Group Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Oct. 31, 2007.  The auditing firm reported that the company
is a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy
Code, has experienced significant and continuing net losses, and
is faced with substantial contingent liabilities as a result of
certain adverse legal rulings.


SECURITIZED ASSET: Fitch Lowers Ratings on $6.4 Bil. Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on eight Securitized
Asset Backed Receivables LLC Trust mortgage pass-through
certificates.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.  
Downgrades total $6.4 billion.  Additionally, $3.6 billion remains
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Securitized Asset Backed Receivables LLC Trust 2007-BR1
  -- $241.5 million class A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 45.47, LCR: 1.19);

  -- $212.7 million class A-2A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 57.23, LCR: 1.49 );

  -- $140.3 million class A-2B downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 45.34, LCR: 1.18 );

  -- $16.7 million class A-2C downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 44.59, LCR: 1.16 );

  -- $52.8 million class M-1 downgraded to 'B' from 'AA-'
     (BL: 38.36, LCR: 1);

  -- $46.0 million class M-2 downgraded to 'CCC' from 'A+'
     (BL: 32.86, LCR: 0.86);

  -- $19.4 million class M-3 downgraded to 'CCC' from 'A'
     (BL: 30.39, LCR: 0.79);

  -- $20.4 million class M-4 downgraded to 'CC' from 'A-'
     (BL: 27.67, LCR: 0.72);

  -- $17.0 million class M-5 downgraded to 'CC' from 'BBB+'
     (BL: 25.38, LCR: 0.66);

  -- $15.5 million class M-6 downgraded to 'CC' from 'BBB'
     (BL: 23.27, LCR: 0.61);

  -- $17.0 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 21.13, LCR: 0.55);

  -- $12.6 million class B-2 downgraded to 'CC' from 'BB'
     (BL: 19.86, LCR: 0.52);

Deal Summary
  -- Originators: NC Capital Corporation (100%);
  -- 60+ day Delinquency: 23.85%;
  -- Realized Losses to date (% of Original Balance): 0.58%;
  -- Expected Remaining Losses (% of Current balance): 38.35%;
  -- Cumulative Expected Losses (% of Original Balance): 35.13%.

Securitized Asset Backed Receivables 2007-BR2
  -- $229.1 million class A-1 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 43.88, LCR: 1.1);

  -- $508.3 million class A-2 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 43.61, LCR: 1.09 );

  -- $46.0 million class M-1 downgraded to 'B' from 'A+'
     (BL: 38.95, LCR: 0.98);

  -- $39.5 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 34.89, LCR: 0.87);

  -- $25.2 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 32.13, LCR: 0.8);

  -- $21.4 million class M-4 downgraded to 'CC' from 'BBB'
     (BL: 29.66, LCR: 0.74);

  -- $20.3 million class M-5 downgraded to 'CC' from 'BBB-'
     (BL: 27.25, LCR: 0.68);

  -- $18.1 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 25.08, LCR: 0.63);

  -- $18.6 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 22.86, LCR: 0.57);

  -- $17.0 million class B-2 downgraded to 'CC' from 'B'
     (BL: 20.99, LCR: 0.53);

  -- $16.4 million class B-3 downgraded to 'C' from 'B'
     (BL: 19.51, LCR: 0.49);

Deal Summary
  -- Originators: WMC Mortgage Corp. (61.5%), NC Capital
     Corporation (38.5%);
  -- 60+ day Delinquency: 22.24%;
  -- Realized Losses to date (% of Original Balance): 0.61%;
  -- Expected Remaining Losses (% of Current balance): 39.92%;
  -- Cumulative Expected Losses (% of Original Balance): 37.70%.

Securitized Asset Backed Receivables 2007-BR3
  -- $72.5 million class A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 48.04, LCR: 1.18);

  -- $419.7 million class A-2A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 56.41, LCR: 1.39);

  -- $223.6 million class A-2B downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 46.63, LCR: 1.15);

  -- $12.9 million class A-2C downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 46.27, LCR: 1.14);

  -- $50.3 million class M1 downgraded to 'B' from 'AA+'
     (BL: 41.42, LCR: 1.02);

  -- $46.9 million class M2 downgraded to 'CCC' from 'AA+'
     (BL: 36.82, LCR: 0.91);

  -- $27.7 million class M3 downgraded to 'CCC' from 'AA'
     (BL: 34.03, LCR: 0.84);

  -- $26.0 million class M4 downgraded to 'CCC' from 'AA-'
     (BL: 31.32, LCR: 0.77);

  -- $24.9 million class M5 downgraded to 'CC' from 'A+'
     (BL: 28.63, LCR: 0.7);

  -- $20.9 million class M6 downgraded to 'CC' from 'A'
     (BL: 26.23, LCR: 0.65);

  -- $19.8 million class B1 downgraded to 'CC' from 'A-'
     (BL: 23.90, LCR: 0.59);

  -- $18.1 million class B2 downgraded to 'CC' from 'BBB+'
     (BL: 21.88, LCR: 0.54);

  -- $18.7 million class B3 downgraded to 'CC' from 'BBB'
     (BL: 20.22, LCR: 0.5);

Deal Summary
  -- Originators: WMC Mortgage Corp.(28%), NC Capital Corporation
     (72%);
  -- 60+ day Delinquency: 22.66%;
  -- Realized Losses to date (% of Original Balance): 0.27%;
  -- Expected Remaining Losses (% of Current balance): 40.65%;
  -- Cumulative Expected Losses (% of Original Balance): 38.16%.

Securitized Asset Backed Receivables 2007-BR4
  -- $88.1 million class A-1 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 43.87, LCR: 1.26);

  -- $344.9 million class A-2A downgraded to 'AA' from 'AAA'
     (BL: 56.14, LCR: 1.61);

  -- $200.5 million class A-2B downgraded to 'A' from 'AAA'
     (BL: 44.57, LCR: 1.28);

  -- $18.4 million class A-2C downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 43.89, LCR: 1.26);

  -- $44.2 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 39.03, LCR: 1.12);

  -- $40.2 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 34.54, LCR: 0.99);

  -- $25.1 million class M-3 downgraded to 'CCC' from 'AA'
     (BL: 31.67, LCR: 0.91);

  -- $22.1 million class M-4 downgraded to 'CCC' from 'AA-'
     (BL: 29.02, LCR: 0.83);

  -- $21.6 million class M-5 downgraded to 'CCC' from 'A+'
     (BL: 26.33, LCR: 0.75);

  -- $17.6 million class M-6 downgraded to 'CC' from 'A'
     (BL: 24.00, LCR: 0.69);

  -- $17.1 million class B-1 downgraded to 'CC' from 'A-'
     (BL: 21.74, LCR: 0.62);

  -- $15.1 million class B-2 downgraded to 'CC' from 'BBB+'
     (BL: 19.88, LCR: 0.57);

  -- $15.6 million class B-3 downgraded to 'CC' from 'BBB'
     (BL: 18.31, LCR: 0.52);

Deal Summary
  -- Originators: NC Capital Corporation (100%);
  -- 60+ day Delinquency: 18.67%;
  -- Realized Losses to date (% of Original Balance): 0.32%;
  -- Expected Remaining Losses (% of Current balance): 34.93%;
  -- Cumulative Expected Losses (% of Original Balance): 32.67%;

Securitized Asset Backed Receivables 2007-BR5
  -- $134.8 million class A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 43.28, LCR: 1.12);

  -- $312.9 million class A-2A downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 56.42, LCR: 1.45 );

  -- $169.1 million class A-2B downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 45.05, LCR: 1.16 );

  -- $39.5 million class A-2C downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 43.29, LCR: 1.12 );

  -- $44.0 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 38.51, LCR: 0.99);

  -- $40.0 million class M-2 downgraded to 'CCC' from 'AA+'
     (BL: 34.09, LCR: 0.88);

  -- $25.0 million class M-3 downgraded to 'CCC' from 'AA'
     (BL: 31.26, LCR: 0.81);

  -- $21.5 million class M-4 downgraded to 'CC' from 'AA-'
     (BL: 28.75, LCR: 0.74);

  -- $22.0 million class M-5 downgraded to 'CC' from 'A+'
     (BL: 26.09, LCR: 0.67);

  -- $18.5 million class M-6 downgraded to 'CC' from 'A'
     (BL: 23.74, LCR: 0.61);

  -- $17.5 million class B-1 downgraded to 'CC' from 'A-'
     (BL: 21.48, LCR: 0.55);

  -- $15.5 million class B-2 downgraded to 'CC' from 'BBB+'
     (BL: 19.63, LCR: 0.51);

  -- $15.5 million class B-3 downgraded to 'C' from 'BBB'
     (BL: 18.11, LCR: 0.47);

Deal Summary
  -- Originators: NC Capital Corporation (100%);
  -- 60+ day Delinquency: 15.76%;
  -- Realized Losses to date (% of Original Balance): 0.18%;
  -- Expected Remaining Losses (% of Current balance): 38.81%;
  -- Cumulative Expected Losses (% of Original Balance): 36.55%

Securitized Asset Backed Receivables LLC Trust 2007-HE1
  -- $207.8 million class A-1 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 43.36, LCR: 1.2);

  -- $194.8 million class A-2A downgraded to 'AA' from 'AAA'
     (BL: 55.58, LCR: 1.54);

  -- $70.4 million class A-2B downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 49.04, LCR: 1.36 );

  -- $82.1 million class A-2C downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 43.84, LCR: 1.21 );

  -- $57.6 million class A-2D downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 41.40, LCR: 1.14 );

  -- $56.6 million class M-1 downgraded to 'B' from 'A-'
     (BL: 34.39, LCR: 0.95);

  -- $28.5 million class M-2 downgraded to 'CCC' from 'BBB'
     (BL: 30.66, LCR: 0.85);

  -- $17.5 million class M-3 downgraded to 'CCC' from 'BBB'
     (BL: 28.28, LCR: 0.78);

  -- $15.2 million class M-4 downgraded to 'CC' from 'BBB-'
     (BL: 26.20, LCR: 0.72);

  -- $14.3 million class M-5 downgraded to 'CC' from 'BB'
     (BL: 24.17, LCR: 0.67);

  -- $12.9 million class M-6 downgraded to 'CC' from 'B'
     (BL: 22.26, LCR: 0.62);

  -- $12.9 million class B-1 downgraded to 'CC' from 'B'
     (BL: 20.11, LCR: 0.56);

  -- $10.6 million class B-2 downgraded to 'CC' from 'B'
     (BL: 18.31, LCR: 0.51);

  -- $8.7 million class B-3 downgraded to 'C' from 'CCC'
     (BL: 17.18, LCR: 0.48);

Deal Summary
  -- Originators: WMC Mortgage Corp. (90.51%), NC Capital
     Corporation (9.49%);
  -- 60+ day Delinquency: 28.22%;
  -- Realized Losses to date (% of Original Balance): 1.35%;
  -- Expected Remaining Losses (% of Current balance): 36.17%;
  -- Cumulative Expected Losses (% of Original Balance): 33.39%;

Securitized Asset Backed Receivables LLC Trust 2007-NC1
  -- $230.0 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 46.39, LCR: 1.36);

  -- $136.8 million class A-2A rated 'AAA', remains on Rating
     Watch Negative (BL: 61.12, LCR: 1.79);

  -- $127.2 million class A-2B downgraded to 'A' from 'AAA'
     (BL: 46.11, LCR: 1.35);

  -- $18.1 million class A-2C downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 45.20, LCR: 1.32);

  -- $47.1 million class M-1 downgraded to 'B' from 'A+'
     (BL: 38.64, LCR: 1.13);

  -- $42.0 million class M-2 downgraded to 'B' from 'A-'
     (BL: 32.70, LCR: 0.96);

  -- $15.3 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 30.45, LCR: 0.89);

  -- $20.4 million class M-4 downgraded to 'CCC' from 'BBB'
     (BL: 27.36, LCR: 0.8);

  -- $15.3 million class M-5 downgraded to 'CC' from 'BBB-'
     (BL: 25.02, LCR: 0.73);

  -- $11.9 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 23.11, LCR: 0.68);

  -- $13.6 million class B-1 downgraded to 'CC' from 'B'
     (BL: 20.78, LCR: 0.61);

  -- $7.6 million class B-2 downgraded to 'CC' from 'B'
     (BL: 19.41, LCR: 0.57);

  -- $11.0 million class B-3 downgraded to 'CC' from 'B'
     (BL: 17.70, LCR: 0.52);

Deal Summary
  -- Originators: NC Capital Corporation (100%);
  -- 60+ day Delinquency: 25.99%;
  -- Realized Losses to date (% of Original Balance): 0.53%;
  -- Expected Remaining Losses (% of Current balance): 34.20%;
  -- Cumulative Expected Losses (% of Original Balance): 29.88%;

SABR 2007-NC2
  -- $227.0 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 49.14, LCR: 1.45);

  -- $138.9 million class A-2A rated 'AAA', remains on Rating
     Watch Negative (BL: 62.88, LCR: 1.85);

  -- $116.0 million class A-2B downgraded to 'A' from 'AAA'
     (BL: 49.07, LCR: 1.44);

  -- $10.5 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 48.50, LCR: 1.43);

  -- $49.7 million class M-1 downgraded to 'B' from 'AA-'
     (BL: 41.66, LCR: 1.23);

  -- $41.0 million class M-2 downgraded to 'B' from 'A+'
     (BL: 35.94, LCR: 1.06);

  -- $19.2 million class M-3 downgraded to 'B' from 'A-'
     (BL: 33.18, LCR: 0.98);

  -- $23.0 million class M-4 downgraded to 'CCC' from 'BBB+'
     (BL: 29.76, LCR: 0.88);

  -- $15.9 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 27.37, LCR: 0.8);

  -- $13.8 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 25.21, LCR: 0.74);

  -- $15.5 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 22.62, LCR: 0.67);

  -- $9.2 million class B-2 downgraded to 'CC' from 'B'
     (BL: 21.00, LCR: 0.62);

  -- $11.3 million class B-3 downgraded to 'CC' from 'B'
     (BL: 19.39, LCR: 0.57);

Deal Summary
  -- Originators: NC Capital Corporation (100%);
  -- 60+ day Delinquency: 22.58%;
  -- Realized Losses to date (% of Original Balance): 0.43%;
  -- Expected Remaining Losses (% of Current balance): 34.01%;
  -- Cumulative Expected Losses (% of Original Balance): 30.15%;

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.


SENTINEL MANAGEMENT: BoNY Asked to Pay $550,000,000 in Damages
--------------------------------------------------------------
Frederick J. Grede, the appointed Chapter 11 Trustee of Sentinel
Management Group Inc.'s bankruptcy cases, filed a lawsuit before
the Hon. John H. Squires of the United States Bankruptcy Court for
the Northern District of Illinois seeking $550,000,000 in damages
against The Bank of New York and The Bank of New York Mellon Corp.

According to the Chapter 11 Trustee's complaint, BONY's misconduct
played a pivotal role in the Debtor's collapse, in four distinct
ways:

   -- established a fundamentally flawed account structure for
      Sentinel's accounts in violation of its obligation under
      federal law and its duties to Sentinel;

   -- aided and abetted breaches of fiduciary duty committed by
      certain Sentinel insiders;

   -- knowingly accepted fraudulent and preferential transfers as
      part of the Sentinel insiders' scheme; and

   -- engaged in inequitable conduct.

The Chapter 11 Trustee states that BONY's motive to participate in
this misconduct was pecuniary: it generated tens of millions of
dollars in interest income on its ever-increasing loan to the
Debtor.

Furthermore, the Chapter 11 Trustee says that Philip Bloom, Eric
Bloom, and Charles Mosley, officers and directors of the Debtor,
participated in a scheme to defraud and to breach their fiduciary
duties to the Debtor.

BONY acted as custodian of securities, clearing agent for
securities transactions, and lender to the Debtor.

A full-text copy of the Chapter 11 Trustee' lawsuit is available
for free at: http://ResearchArchives.com/t/s?28af

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Court extended, until June 13, 2008, the Debtor's exclusive
periods to file a Chapter 11 plan of reorganization and disclosure
statement.


SHARON JORT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sharon Jort
        360 Grays Lane
        Haverford, PA 19041

Bankruptcy Case No.: 08-11395

Chapter 11 Petition Date: February 29, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: John R. Crayton, Esq.
                  33 West Second Street
                  Moorestown, NJ 08057
                  Tel: (856) 727-5155
                  Fax: (856) 866-1333
                  jcrayton@verizon.net

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 largest unsecured
creditors.


SI INTERNATIONAL: Raises Revolving Credit Line to $140,000,000
--------------------------------------------------------------
SI International, Inc. and its subsidiaries entered into a
$200,000,000 Second Amended and Restated Credit Agreement on
February 13, 2008, with a syndicate of lenders, including Wachovia
Bank, National Association, which acted as administrative agent
for the lenders.

The Credit Agreement amended and restated the terms and conditions
of the Amended and Restated Credit Agreement the company entered
into on February 9, 2005, as amended, by increasing the amount
available under the revolving line of credit to $140,000,000.  The
Credit Agreement includes $60,000,000 in term debt.

The term loan facility requires final payment in full on the term
loan maturity date of February 13, 2013.

The loan also includes a $10,000,000 letter of credit subfacility,
and a $5,000,000 swingline facility.

Additionally, SI International borrowed approximately $56,700,000
from the revolving line of credit facility under the Credit
Agreement.  The outstanding balance under the revolving line of
credit facility will accrue interest at a variable rate, with
interest only payments being required until the facility matures
on February 13, 2013.

SI International may repay either or both of the term loan
facility and the revolving loan facility in whole or in part at
anytime prior to their maturity dates.

Pursuant to the Agreement, SI International covenants with the
Lenders to keep the Borrowers and their subsidiaries':

   1. Pro Forma EBITDA to be not less than $50,000,000; and

   2. Leverage Ratio, calculated for the 12-month period ending
      September 29, 2007 on a Pro Forma Basis, to be not greater
      than 2.35 to 1.00.

The other lender parties to the Agreement are BANK OF AMERICA,
N.A., as Syndication Agent; SUNTRUST BANK, as Documentation Agent;
and WACHOVIA CAPITAL MARKETS, LLC as Sole Book Runner and Co-Lead
Arrangers with BANC OF AMERICA SECURITIES LLC.

   To contact the company:

      SI International, Inc.
      12012 Sunset Hills Road (8th Floor)
      Reston, Virginia 20190
      Attn: Thomas E. Dunn, Executive Vice President and Chief
            Financial Officer
      Telecopier: (703) 234-7500
      Telephone: (703) 234-7003

   With a copy to:

      Morrison & Foerster
      1650 Tysons Boulevard
      Suite 400
      McLean, Virginia 22102-4859
      Attn: Charles W. Katz, Esq.
      Telecopier: (703) 760-7319
      Telephone: (703) 760-7777

   To contact the Administrative Agent:

      Wachovia Bank, National Association
         as Administrative Agent
      1525 West W.T. Harris Boulevard
      NC0680
      Charlotte, North Carolina  28262
      Attn: Syndication Agency Services
      Telephone: (704) 590-2703
                 (704) 590-2703

   With a copy to:
      Wachovia Bank, National Association
      One 301 South College Street, NC5562
      Charlotte, North Carolina 28288
      Attn: Rob Sevin
      Telecopier: (704) 383-1625
      Telephone: (704) 383-7546

A full-text copy of the Second Amended Credit Agreement is
available at no charge at http://researcharchives.com/t/s?28b5

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.

The Troubled Company Reporter reported on June 19, 2007, that
Moody's Investors Service affirmed the B1 Corporate Family Rating
and other instrument ratings for SI International following its
announcement that it had acquired Logtec, Inc. in a cash and debt
financed transaction valued at $59,000,000.  The speculative grade
liquidity rating was downgraded to SGL-2 from SGL-1.  The rating
outlook remains positive.

SI acquired Logtec on June 8, 2007.  The company intended to use
$20,000,000 of its revolver, $25,000,000 of add-on term loan debt
and $15,000,000 in cash to fund the purchase price and fees and
expenses. The $60,000,000 revolver was expected to have
approximately $40,000,000 of availability at the closing of the
deal.

Logtec is privately held and provides logistics, acquisition and
IT support primarily to the federal government.  Its largest
clients include the Air Force Materiel Command and the Naval Air
Systems Command.

The TCR reported yesterday, March 4, 2008, that Moody's has
withdrawn the ratings of SI following the company's amended and
restated credit facility.  Moody's does not rate the facility.


SIRIUS SATELLITE: Won't Terminate XM Merger Deal Prior to May 1
---------------------------------------------------------------
SIRIUS Satellite Radio Inc. and XM Satellite Radio Holdings Inc.
have agreed not to exercise their rights to terminate their merger
agreement until May 1, 2008.

As reported in the Troubled Company Reporter on Feb. 20, 2007,
SIRIUS and XM entered into a definitive agreement, under which the
companies will be combined in a tax-free, all-stock merger of
equals with a combined enterprise value of approximately $13.0
billion, which includes net debt of approximately $1.6 billion.

The closing of the pending merger remains subject to satisfaction
of all applicable conditions, including approval from the
Department of Justice and the Federal Communications Commission.

                        About XM Satellite

Based in Washington, D.C., XM Satellite Radio Holdings Inc. --
http://www.xmradio.com/-- parent of XM Satellite Radio Inc.
(Nasdaq: XMSR), is a satellite radio company with more than 9
million subscribers.   XM delivers entertainment and data
services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

                          *     *     *

Standard & Poor's assigned CCC+ long-term foreign and local issuer
credit ratings to XM Satellite Radio Holdings Inc. on February
2007.

XM Satellite Radio Holdings Inc. also holds Moody's Investors
Services' Caa1 long-term corporate family rating (assigned June
2003), Caa3 senior unsecured debt rating (assigned February 2005),
and Caa1 probability of default rating (assigned September 2006).
These three ratings still hold to date.

                      About SIRIUS Satellite

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,    
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                          *     *     *

Moody's Investors Service placed SIRIUS Satellite Radio Inc.'s
probability of default rating at 'Caa1' in June 2007.  The rating
still hold to date with a developing outlook.


SIRVA INC: Allowed to Obtain $150,000,000 of DIP Financing
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, the debtor-in-possession credit
facility of Sirva Inc. and its debtor-affiliates, allowing them to
obtain up to $150,000,000 of postpetition financing, to provide
for the Debtors' working capital, and for other general corporate
purposes.

The Court authorized the Debtors to enter into the Credit and
Guarantee Agreement, dated as of February 6, 2008, with JPMorgan
Chase Bank, N.A., as administrative agent, and J.P. Morgan
Securities Inc., as arranger.

Judge James M. Peck found that the DIP Financing will be necessary
for the continuation of the Debtors' businesses and preserve their
going concern value.  The terms of the DIP Agreement are fair and
reasonable, and reflect the Debtors' exercise of prudent business
judgment, Judge Peck ruled.  All objections to the entry of the
Final DIP Order are overruled.

Without prejudice to the rights of any other party, the Debtors
stated that as of the Petition Date, they were indebted and
liable to prepetition lenders for $511,000,000 in loans under a
$600,000,000 Credit Agreement, dated as of December 1, 2003.  
Those loans include the 2008 Revolving Credit Loans, 2008 Swing
Line Loans, 2008 Reimbursement Obligations and the New Term Loans.

The Debtors submitted that their obligations pursuant to the
Prepetition Credit Facility constitute legal, valid, and binding
obligations, and they release any defenses against the
Prepetition Lenders.

The liens and security interests granted to JPMCB, as prepetition
credit facility agent, are valid, perfected, enforceable, and
first priority, subject to permitted exceptions under the
Prepetition Credit Facility.  Those liens are subordinate only to
liens and security interests granted to secure the DIP Financing,
as well as valid, perfected, and unavoidable liens under the
prepetition loan agreement, to the extent that those liens are
senior to JPMCB's liens on the prepetition collateral.

The Court ruled that all loans made to the Debtors pursuant to
the DIP Agreement, and all other obligations owing to the DIP
Lenders, are deemed extended by the DIP Agent, the DIP Lenders,
and other affiliates in good faith, and will be protected
pursuant to Section 364(e) of the Bankruptcy Code.

The Debtors are authorized to make adequate protection payments
to the Prepetition Credit Facility lenders, to pay interest, fees
and expenses and to repay in full the 2008 Loans, and any accrued
and unpaid interest.  No further approval of the Court is
required for amendments, waivers, consents or other modifications
to and under the DIP Agreement that do not shorten the maturity
of the loans, increase the commitments or interest rates, change
any event of default, or add or amend any covenants to be
materially more restrictive.

The Debtors are also authorized to pay non-refundable fees to
JPMCB, JPMSI, and the DIP Lenders pursuant to the Fee Letter,
dated January 29, 2008, among SIRVA, Inc., JPMCB and the JPMSI,
the Incremental Commitment Letter, dated February 1, 2008, among
SIRVA and the DIP Lenders, and the DIP Agreement.

Except to the extent set forth in respect of a "carve-out," the
DIP Obligations will constitute allowed senior administrative
claims against the Debtors, with priority over all administrative
expenses, adequate protection claims and other claims, whether
those expenses or claims may become secured.  The Superpriority
Claims will be payable from, and have recourse to, the
prepetition and postpetition property of the Debtors, excluding
the avoidance actions and their proceeds.

The Carve-Out is:

     (i) all fees required to be paid to the Clerk of the Court
         and to the Office of the U.S. Trustee, plus interest at
         the statutory rate;

    (ii) up to $250,000 fees and expenses incurred by a trustee;
         and

   (iii) following a notice by the DIP Agent in the event of a
         default under the DIP Agreement, the payment of accrued
         and unpaid professional fees and expenses not exceeding
         $5,000,000, incurred by the Debtors and any statutory
         committee appointed in the bankruptcy cases, and
         allowed by the Court.

The Carve-Out will not pay for professional fees and expenses
incurred in connection with the initiation or prosecution of any
claims, causes of action, adversary proceedings or other
litigation against the DIP Agent, the DIP Lenders, the
Prepetition Credit Facility Lenders or the Prepetition Credit
Facility Agent, but may be available to cover investigation and
diligence professional fees and expenses for the Committee.  So
long as no Trigger Notice is delivered, the Carve-Out will not be
reduced by payment of Court-allowed fees and expenses.

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

The Court ratified the full payment under the Prepetition Credit
Facility outstanding as of the Petition Date, of the 2008 Loans
for $45,300,000 in the aggregate, and the New Term Loans for
$20,000,000 with accrued and unpaid interest thereon, from
proceeds of the DIP Financing.  All payments of interest,
principal or other amounts in respect of the 2008 Loans will be
made to the Prepetition Credit Facility Agent.

The Debtors will use the proceeds of the DIP Financing and the
Prepetition Collateral solely as provided by the Final DIP Order
and the DIP Agreement.  The Loans under the DIP Agreement,
Collateral, Prepetition Collateral, including the Cash
Collateral, or the Carve-Out may not be used to object to any
amount due under the DIP Agreement or the Prepetition Loan
Agreement or assert any claims, or prevent the DIP Agent's or the
Prepetition Credit Facility Agent's enforcement of the DIP
Agreement or the the Prepetition Loan Agreements.

The Committee may use up to $75,000 of the Prepetition
Collateral, including the Cash Collateral, the Loans under the
DIP Agreement, the Collateral, or the Carve-Out, to investigate
the validity, enforceability or priority of the Prepetition
Credit Facility Obligations or the Prepetition Credit Facility
Agent's liens on the Prepetition Collateral, or to investigate
any claims and defenses or other causes action against the
Prepetition Credit Facility Agent or the Prepetition Credit
Facility Lenders.  Additionally, the retained professionals in
the Debtors' bankruptcy cases may be paid up to $450,000, prior
to the effective date of any plan of reorganization.

To the extent that JPMCB, in its role as Prepetition Credit
Facility Agent, is listed as loss payee under the Debtors'
insurance policies, JPMCB, in its role as DIP Agent, is also
deemed to be the loss payee under the Debtors' insurance
policies.  JPMCB will act in that capacity, and distribute any
proceeds from those insurance policies, first to the full payment
of the DIP Obligations, and second, to the payment of the
Prepetition Credit Facility Obligations.

                   Conversion to Exit Facility

Upon the satisfaction or waiver of the conditions precedent to
effectiveness set forth in the Exit Facility Agreement,
automatically and without further Court order, (i) the Debtors
and Guarantors, each in their capacity as reorganized Debtors,
are authorized to assume all obligations in respect of the loans
and all other monetary obligations under the DIP Agreement, (ii)
each loan under the DIP Agreement will be deemed to have been
continued as a loan under the Exit Facility Agreement, (iii) each
DIP Lender will be deemed to be an Exit Lender under the Exit
Facility Agreement, (iv) the DIP Documents will be deemed to have
been superseded and replaced, and deemed amended and restated
in the form of, the Exit Facility Agreement, and (v) the
commitments under the DIP Agreement will be deemed to have been
terminated.

The Court grants liens on, and security interests in, the
property of certain of the reorganized Debtors to secure the
obligations outstanding under, and the entry into, the Exit
Facility Agreement.

The Court also authorized the Debtors to pay the fees and
reimburse the expenses of the Exit Arranger, the Exit Agent and
the Exit Lenders.

In accordance with the DIP Agreement, any order entered by the
Court confirming the Reorganization Plan will provide that upon
the Conversion Date:

     (i) the Debtors and the reorganized Debtors are authorized
         to execute and deliver the Exit Facility Agreement;

    (ii) the Exit Facility Agreement will constitute the legal,
         valid and binding obligations of the reorganized Debtors
         parties, enforceable in accordance with their terms;

   (iii) the Liens granted by the Court will continue to secure
         all obligations under the Exit Facility Documents, and
         will not be amended or discharged by confirmation of the
         Reorganization Plan; and

    (iv) no obligation, payment, transfer, or grant of security
         under the Exit Facility Agreement will be stayed,
         restrained, voidable, or recoverable under the
         Bankruptcy Code, or under any applicable law or subject
         to any defense or counterclaim.

A copy of the Debtors' Final DIP Order is available for free at:

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

                         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 has operation in Costa Rica.

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.  A Committee of Unsecured
Creditors has been appointed in the case.  At its bankruptcy
filing, the company reported total assets of US$924,457,299 and
total debts of US$1,232,566,813 for the quarter ended Sept. 30,
2007.

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


SIRVA INC: Gets Permission to Use Lenders' Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
on a final basis, on a final basis, authorized Sirva Inc., and its
debtor-affiliates to use the cash collateral, and all other
prepetition collateral of their prepetition lenders for general
corporate purposes, through and including the termination of the
Debtors' proposed $150,000,000 Credit Agreement with JPMorgan
Securities, Inc., and JPMorgan Chase Bank, N.A., as administrative
agent for the lenders.

The Debtors are authorized to provide adequate protection to the
prepetition lenders and the agent under their $600,000,000 Credit
Agreement, dated as of December 1, 2003, in an amount equal to the
aggregate diminution in value of the Prepetition Collateral,
including diminution resulting from the sale, lease or use of Cash
Collateral, among others.

The Debtors have a $511,000,000 senior credit facility through
SIRVA Worldwide, Inc.  The related credit agreement with JPMorgan
Chase Bank, N.A., and a consortium of other lenders, consists of
a $175,000,000 revolving credit facility and a $336,000,000 term
loan obligation, and is collateralized by substantially all of
the assets of SIRVA Worldwide, SIRVA, Inc., and certain of the
SIRVA Worldwide's direct and indirect domestic subsidiaries.
Consent to use of Cash Collateral also terminates if the DIP
Financing terminates or the Debtors do not make the Prepetition
Adequate Protection Payments.

All of the Debtors' cash constitute the Debtors' Cash Collateral,
including:

   -- cash and other amounts on deposit or maintained by the
      Debtors in any account with any Prepetition Lender, other
      than cash in which the Cash Management Banks have an
      interest; and

   -- any cash proceeds of the disposition of any Prepetition
      Collateral.

                         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 has operation in Costa Rica.

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.  A Committee of Unsecured
Creditors has been appointed in the case.  At its bankruptcy
filing, the company reported total assets of US$924,457,299 and
total debts of US$1,232,566,813 for the quarter ended Sept. 30,
2007.

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


SIRVA INC: 341 Meeting of Creditors Postponed Until April 20
------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, informs
parties-in-interest that the meeting of creditors of SIRVA, Inc.,
and its debtor-affiliates will not be convened if the Debtors'
proposed plan of reorganization is confirmed prior to April 20,
2008.

The U.S. Trustee appointed the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases on February 22, 2008.

The Sec. 341 Meeting of Creditors, which is required under
Section 341(a) of the Bankruptcy Code in all bankruptcy cases,
offers the opportunity for creditors to question a responsible
office 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 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 has operation in Costa Rica.

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.  A Committee of Unsecured
Creditors has been appointed in the case.  At its bankruptcy
filing, the company reported total assets of US$924,457,299 and
total debts of US$1,232,566,813 for the quarter ended Sept. 30,
2007.

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


SIRVA INC: Sells U.K. and Ireland Operations to TEAM Group
----------------------------------------------------------
SIRVA, Inc., reached an agreement to sell its moving services
operations in the United Kingdom and the Republic of Ireland to a
company managed by The TEAM Group, Europe's leading corporate
international moving company and a member of the Allied
International moving network.  The transaction is subject to
certain closing conditions, including the receipt of regulatory,
court and other approvals.

The sale includes Pickfords, the U.K.'s leading moving and storage
business, and Allied Pickfords' international moving services
business in the U.K. TEAM will manage Pickfords without any
interruption to service to existing and future customers.

SIRVA's relocation operations in the U.K. and Continental Europe
are not part of the transaction.  SIRVA remains committed to a
continued presence in the relocation market in Europe.  SIRVA will
also continue to own and operate the Allied Pickfords business in
Australia, New Zealand and Asia.

The sale reflects SIRVA's strategy of pursuing a business model in
which the Company works with representatives around the world to
ensure that Allied network customers receive seamless, high-
quality service to and from virtually any country in the world,
SIRVA said in a statement.

Last year, SIRVA sold its moving services operations in 13
European countries to TEAM, which subsequently became the Allied
network's representative in those countries.  Since then, the two
companies have worked together successfully to offer customers
integrated international moving services.

By selling the U.K. business to an existing Allied representative,
SIRVA further strengthens the Allied network and ensures service
to customers -- either relocating to the U.K. or moving within the
country -- will be unaffected.

"We are pleased to announce this transaction, which allows SIRVA
to focus on our core businesses.  As TEAM are already members of
the Allied network in Europe, SIRVA ensures customers in the U.K.
will continue to receive global coverage and the highest levels of
service; and Pickfords becomes part of another trusted
organization," said SIRVA President and Chief Executive Officer
Robert W. Tieken.

Cees Zeevenhooven, TEAM Allied Group CEO, said, "Pickfords has a
great heritage, and we look forward to growing the company.  This
transaction builds on the process which we began one year ago to
increase our presence in the European marketplace, and we
anticipate expansion of the TEAM Allied network throughout the
continent."

The TEAM Group is Europe's leader and one of the world's largest
international moving and relocation companies, with over 40
operations in 14 countries.  The Group employs over 900 specialist
staff and provides a comprehensive range of innovative cost-
effective mobility solutions.

                        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 has operations in Costa Rica.

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
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SLM CORP: Fitch Affirms 'BB+' Rating on Preferred Stock
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and other
outstanding debt ratings of SLM Corporation as:

SLM:
  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F3';
  -- Senior debt at 'BBB';
  -- Short-term debt at 'F3';
  -- Preferred stock at 'BB+'.

The Rating Outlook is Stable.  Approximately $46.9 billion of debt
and preferred stock is affected by this action.

The affirmation reflects SLM's dominant position in the student
loan industry, low consolidated credit risk, increased diversity
of revenues, stable liquidity profile, and adequate risk-adjusted
capitalization.  Ratings are constrained by legislative risk
inherent in the industry, weakening performance in the private
education loan portfolio, and reduced funding flexibility
following the recently terminated merger transaction.

The Stable Rating Outlook reflects SLM's dominant position in the
industry, solid consolidated credit metrics, and a relatively
stable liquidity profile.  Improved earnings consistency, stable
credit trends in the private loan portfolio, higher risk-adjusted
capital levels, and enhanced funding flexibility, including
extending the term of the asset-backed commercial paper facility,
completing a private education loan ABS transaction, and a
demonstrated ability to economically tap the unsecured markets,
could provide rating momentum.  Conversely, deterioration in
private loan credit quality beyond expectations, a reduction in
funding flexibility, liquidity, and/or risk-adjusted
capitalization, and further legislative cuts which hurt
profitability, could result in a negative rating action.


SOLUTIA INC: Posts $208 Million Net Loss for Year Ended Dec. 31
---------------------------------------------------------------
Solutia Inc., disclosed in its annual report for fiscal year ended
Dec. 31, 2007, that it has a net loss of $208,000,000 on net sales
of $3,535,000,000, compared with a net income of $2,000,000 on net
sales of $2,795,000,000 in 2006, and net income of $8,000,000 on
net sales of $2,645,000,000 in 2005.

Solutia held $173,000,000 in cash at Dec. 31, 2007, compared to
$150,000,000 in 2006, and $107,000,000 in 2005.  Solutia's net
cash flow was $23,000,000 in 2007; $43,000,000 in 2006, and a
negative cash flow of $8,000,000 in 2005.

Deloitte & Touche LLP, the Debtors' auditors, says that the
financial statements have been prepared assuming that the company
will continue as a going concern.  However, the company's
recurring losses from operations, negative working capital, and
shareholders' deficit raise substantial doubt about its ability
to continue as a going concern, Deloitte notes.  The financial
statements do not include adjustments that might result from the
outcome of the uncertainty.

A full-text copy of Solutia's 2007 Annual Report is available for
free at http://ResearchArchives.com/t/s?28b6

As of Dec. 31, 2007, the Debtors' balance sheet showed total
assets of $2,640,000,000, total current liabilities of
$1,627,000,000, total liabilities not subject to compromise of
$2,313,000,000, liabilities subject to compromise of
$1,922,000,000, and shareholders' deficit of $1,595,000,000.

Cash and cash equivalents at the end of the year were
$173,000,000.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
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.


SOLUTIA INC: Provides Status of Adversary Proceedings
-----------------------------------------------------
Solutia Inc. disclosed in its 2007 annual report on Form 10-K
submitted to the U.S. Securities and Exchange Commission that due
to the size and nature of its business, it is party to numerous
legal proceedings.

According to Rosemary L. Klein, Solutia's senior vice president,
general counsel and secretary, most of these proceedings have
arisen in the ordinary course of business and involve claims for
money damages.

(1) Commitment Parties Adversary Proceeding

On Feb. 6, 2008, the Debtors filed a complaint against
Citigroup Global Markets Inc., Goldman Sachs Credit Partners,
L.P., and Deutsche Bank Securities Inc., to require the lenders
to meet their commitment under the Exit Financing Facility
Commitment Letter that has been approved by the Court.

On February 25, the parties reached an agreement on the terms of
a revised exit financing package, which was approved by the Court
on February 26.  The Debtors' Effective Date is February 28.

(2) JPMorgan Adversary Proceeding

JPMorgan, as indenture trustee for debentures due 2027 and 2037,
filed a complaint against Solutia asserting causes of action
principally seeking declaratory judgment to establish the
validity and priority of the purported security interest of the
holders of the 2027 and 2037 Debentures.  The Court ruled in
favor of Solutia that the 2027/2037 Debentures were properly de-
securitized under the express terms of the Prepetition Indenture
and its related agreements.

JPMorgan, the Ad Hoc Committee of Solutia Noteholders and
individual Noteholders controlling at least $300 in principal
amount of the 2027/2037 Notes have agreed to stay their appeals
to the Adversary Proceeding in consideration for the Noteholders'
treatment under the the Debtors' confirmed Fifth Amended Joint
Plan of Reorganization.

The Plan provides that the adversary proceeding will be deemed
dismissed and withdrawn with prejudice on the effective date of
the Plan.

(3) Equity Committee Adversary Proceeding

The Official Committee of Equity Security Holders filed a
complaint against, and objections to the proofs of claim filed
by, Pharmacia Corporation and Monsanto Company in the Debtors'
Chapter 11 cases.  The complaint alleged, among other things,
that Solutia's spin off from Pharmacia was a fraudulent transfer
because Pharmacia forced Solutia to assume excessive liabilities
and insufficient assets such that Solutia was destined to fail
from its inception.

The Equity Committee has agreed to stay the adversary proceeding
in consideration for the treatment given to Equity Holders under
the Plan.  The Plan provides that they Adversary Proceeding will
be deemed dismissed and withdrawn with prejudice on the Effective
Date.

(4) BNY Claim

Solutia has filed an objection to the claim of Bank of New York,
as indenture trustee for the 2009 Notes, seeking disallowance of
the portion of the claim that represented original issue discount
that would remain unearned as of the Effective Date.  BNY opposed
the disallowance, and further asserted that the allowed amount of
the Claim should include damages arising from, among other
things, Solutia's proposed payment of the Claim before the stated
maturity of the 2009 Notes.

The Court recently approved a settlement with BNY and the 2009
Noteholders, whereby the 2009 Noteholders will receive
$220,500,000 in cash, plus all accrued but unpaid interest
through the Effective Date.

Ms. Klein relates that Solutia is also party to around 14 legal
proceedings outside the Debtors' Chapter 11 cases.

A full-text copy of Solutia's 2007 Annual Report is available for
free at http://ResearchArchives.com/t/s?28b6

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
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.


SOLUTIA INC: DuPont Disputes Need to Reexamine BDO's Report
-----------------------------------------------------------
E.I. DuPont de Nemours and Company, Inc., questions the intent of   
Solutia Inc. and its debtor-affiliates to reexamine the Aug. 24,
2007 report of their third-party auditor BDO Seidman, LLP's,
relative to DuPont's request for payment of a $1,394,718
administrative claim.

The Debtors objected to DuPont's payment request on the basis that
they need to conduct unspecified discovery for unspecified
reasons, Alan L. Hill, Esq., at Phillips Lytle LLP, in New York,
representing DuPont, says.  The Debtors did not set forth any
specific reason why BDO Seidman's report should be reexamined, he
says.

Mr. Hill tells the Court that the third-party audit mechanism is
set forth in the postpetition Second Amendment to the Contract
dated March 1, 2006.  The underlying contract was assumed by the
Debtors during their Chapter 11 cases.  The specific terms of the
third party audit were established by the Debtors pursuant to a
letter dated March 31, 2006.  He asserts that there is no reason
to justify allowing the Debtors a "second bite at the apple with
respect to a contractual provision that they freely entered into"
after the the bankruptcy filing.

Moreover, the BDO Report does exactly what Solutia requested.  It
examines each provision of the "Meet or Release Clause" of the
Contract in detail and provides a reason why each required
provision is either met or not met.  The BDO Report concludes
that "Solutia [Inc.] did not comply with the terms of the Meet or
Release Clause of the Contract," Mr. Hill says.

Furthermore, the BDO Report was issued nearly six months ago.  At
no time before the filing of DuPont's Motion did the Debtors take
any action to challenge the findings of the audit.  It was the
Debtors' obligation to challenge the report if they thought it
was deficient as a matter of law, and they made no timely effort
to do so, Mr. Hill points out.  Solutia's response appears to be
a delay tactic instead of a bona-fide objection to the merits of
DuPont's claim, he contends.

                Solutia Challenges DuPont's Claims

As reported in the Troubled Company Reporter on Feb. 15, 2008
E.I. DuPont de Nemours and Company, Inc., sought payment of a
$1,394,718 administrative claim, based on a contract pursuant to
which DuPont sold certain product on an exclusive basis to Solutia
Inc.

Representing the Debtors, Thomas L. Kent, Esq., at Paul,
Hastings, Janofsky & Walker LLP, in New York, stated that
DuPont's Claim is invalid  because DuPont's basis for the Claim
is without merit.  He insisted that Solutia complied with the
requirements of the parties' contract and the second amendment to
that contract is not "null and void."

Until the Debtors have an opportunity to conduct discovery and
have an opportunity to challenge Dupont's Claim, the U.S.
Bankruptcy Court for the Southern District of New York should
not allow it, Mr. Kent asserted.  In the alternative, the Debtors
asked the Court to set a discovery schedule to allow the Debtors
to collect the necessary information to challenge BDO Seidman's
finding.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
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.


TEMBEC INC: Completes Recapitalization; New Shares Listed on 'TSX'
------------------------------------------------------------------
Tembec Inc.. discloses the completion of the recapitalization
transaction presented on Dec. 19, 2007 and outlined in the
company's Management Proxy Circular dated Jan. 25, 2008.

New common shares of Tembec will be listed on the Toronto Stock
Exchange "TSX" under the stock symbol "TMB".  Warrants will also
be listed and will trade under the symbol "TMB.WT".

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Tembec disclosed a recapitalization transaction with these key
elements:

   -- conversion of $1.2 billion of Tembec's debt into new
      equity;

   -- implementation of a new 4-year term loan of $250 million
      to $300 million, final amount to be determined by Tembec,
      to provide additional liquidity;

   -- reduction of Tembec's annual interest expense by
      approximately $67 million;

   -- business as usual for employees, trade creditors and
      customers, the customers will not be affected by the
      recapitalization;
   -- implementation of the recapitalization is expected to
      occur by the end of February 2008.

The new capital structure will provide a stronger financial base
for the execution of Tembec's operating strategy and enhance the
long-term value of Tembec.

The TCR reported Feb. 26 that Tembec's recapitalization
transaction has been approved by the requisite majority of
shareholders of Tembec and the requisite majority of holders of
notes of Tembec Industries Inc.
    
Tembec held a Special Meeting of Shareholders and Tembec
Industries Inc. held a Meeting of Noteholders at which votes were
held on matters relating to the approval of the Recapitalization.
The Meetings were held in accordance with the Management Proxy
Circular dated Jan. 25, 2008, and, with respect to the Meeting of
Noteholders, an Order of the Ontario Superior Court of Justice
made on Jan. 24, 2008.

The TCR said Feb. 29 that the plan of arrangement under the
Canada Business Corporations Act, relating to the recapitalization
transaction, has been approved and sanctioned by the Ontario
Superior Court of Justice.
    
The Court determined that the Plan of Arrangement met all
statutory requirements, that it was brought in good faith and that
it was fair and reasonable in the circumstances.  Accordingly, the
Court issued a final order approving the Plan of Arrangement.

                           About Tembec

Headquartered in Montreal Quebec, Tembec Inc. (TSC:TBC) --
http://www.tembec.com -- operates an integrated forest products       
business.  The company's operations consist of four business
segments: forest products, pulp, paper and chemicals.  The forest
products segment consists primarily of forest and sawmills
operations, which produce lumber and building materials.  The pulp
segment includes the manufacturing and marketing activities of a
number of different types of pulps.  The paper segment consists
primarily of production and sales of newsprint and bleached board.   
The chemicals segment consists primarily of the transformation and
sale of resins and pulp by-products.  As of Sept. 29, 2007, Tembec
operated manufacturing facilities in New Brunswick, Quebec,
Ontario, Manitoba, Alberta, British Columbia, the states of
Louisiana and Ohio, as well as in Southern France.


TEMBEC INC: Unit Gets S&P's 'D' Debt Issue Rating on Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the debt issue rating
on Tembec Industries Inc.'s senior unsecured notes to 'D' from
'CC', following the endorsement of the recapitalization program by
the courts, majority bondholders, and company shareholders.  At
the same time, S&P removed the notes from CreditWatch negative
where they were placed Dec. 20, 2007.

Tembec Industries is a subsidiary of Montreal-based Tembec Inc.
and issued senior unsecured notes that are part of the
recapitalization program.  The recapitalization will convert into
equity aggregate $1.2 billion of senior unsecured debt issues due
in 2009, 2011, and 2012.  The long-term corporate credit ratings
on Tembec Inc. and Tembec Industries Inc. are unchanged at 'CC'.
     
S&P also revised the CreditWatch implications on both companies to
positive from negative, as recapitalization will significantly
deleverage the balance sheet and reduce the interest burden.   
Tembec Inc. and Tembec Industries were placed on CreditWatch with
negative implications Dec. 20, 2007.  Furthermore, a new
$300 million loan will provide the company with much needed
liquidity.
     
"Tembec should continue to face challenging market conditions in
its forest products and paper divisions as the U.S. heads into a
mild recession," said Standard & Poor's credit analyst Jatinder
Mall.  For the first quarter ended Dec. 29, 2007, parent Tembec
Inc. generated negative cash flows led by depressed lumber and
newsprint prices and a strong Canadian dollar.  Tembec had $128
million in liquidity as of Dec. 29, 2007.
    
S&P will resolve the CreditWatch once S&P has had an opportunity
to review the financial position of the recapitalized company.


TEMPUR-PEDIC INT'L: Pres. H. Thomas Bryant to Retire Mid-Year 2008
------------------------------------------------------------------
Mr. H. Thomas Bryant, president and chief executive officer of
Tempur-Pedic International Inc., plans to retire from the company
effective mid-year 2008.

The company anticipates that Mr. Bryant will continue in his role
as a director and stand for re-election at the annual meeting of
stockholders in May 2008.   Mr. Bryant joined the company in July
2001, and has served as the chief executive officer and a member
of the Board of Directors since April 2006.

The Board of Directors has formed a committee to lead the search
for a new chief executive officer and has retained an executive
search firm.

                       About Tempur-Pedic

Based in Lexington, Kentucky, Tempur-Pedic International Inc.
(NYSE: TPX) -- http://www.tempurpedic.com/-- manufactures and
distributes mattresses and pillows made from its proprietary
TEMPUR(R) pressure-relieving material.  The company's products are
sold in over 70 countries under the TEMPUR(R) and
Tempur-Pedic(R) brand names.

                          *     *     *

As of Oct. 18, 2007, Tempur-Pedic International Inc. still carries
Standard & Poor's Ratings Services' BB long term foreign issuer
credit and long term local issuer credit ratings.  The outlook is
positive.


TERADYNE INC: Daniel Tempesta Resigns as Corporate Controller
-------------------------------------------------------------
Effective Feb. 29, 2008, Daniel Tempesta resigned as Teradyne
Inc.'s corporate controller and principal accounting officer.

Effective March 1, 2008, the Board of Directors of Teradyne
appointed Gregory R. Beecher as principal accounting officer.  Mr.
Beecher will continue to serve as Teradyne's vice president, chief
financial officer and treasurer and will receive no additional
compensation for his service as principal accounting officer.

Prior to his employment with Teradyne, Mr. Beecher was a partner
at PricewaterhouseCoopers LLP from 1993 to 2001.

                      About Teradyne Inc.

Headquartered in North Reading, Massachussetts, Teradyne Inc.
(NYSE: TER) -- http://www.teradyne.com/-- is a supplier of     
Automatic Test Equipment used to test complex electronics used in
the consumer electronics, automotive, computing,
telecommunications, and aerospace and defense industries.  
Teradyne employs about 3,600 people worldwide.

                          *     *     *

Teradyne Inc. still carries S&P's "B+" long term foreign issuer
credit and long term local issuer credit ratings which was placed
on Dec. 13, 2002.


TERWIN MORTGAGE: Adverse Performance Cues S&P's Rating Downgrades
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from Terwin Mortgage Trust's series 2006-HGS2 and 2006-8
and SunTrust Acquisition Closed-End Seconds Trust Series
2007-1.  S&P placed one of the lowered ratings on CreditWatch with
negative implications.  Concurrently, S&P affirmed one rating from
Terwin Mortgage Trust's series 2006-8 and placed it on CreditWatch
negative.
     
The lowered ratings reflect adverse collateral performance that
has caused the deterioration of overcollateralization (O/C) and
credit support derived from subordination.  As of the January 2008
remittance period, the cumulative losses, as a percentage of the
original pool balances, ranged from 7.09% (SunTrust Acquisition
Closed-End Seconds Trust Series 2007-1) to 16.70% (Terwin Mortgage
Trust 2006-8, loan group 2).  Total delinquencies (30-plus days,
foreclosures, and REOs) for these transactions ranged from 17.17%
(SunTrust Acquisition Closed-End Seconds Trust Series 2007-1) to
26.72% (Terwin Mortgage Trust 2006-8, loan group 2) of the current
pool balances.  O/C has been reduced to $0 for all of these
transactions.
     
Subordination and excess spread provide credit support for all of
the deals.  The collateral for these transactions primarily
consists of second-lien, adjustable- and fixed-rate mortgage loans
secured by one- to four-family residential properties.  

                         Ratings Lowered

                      Terwin Mortgage Trust
                    Asset-backed certificates

                                              Rating
                                              ------
       Series          Class             To             From
       ------          -----             --             ----
       2006-HGS2       G                 A              AAA
       2006-8          I-B-2             CC             CCC
       2006-8          II-A-1, II-A-2    B              BB
       2006-8          II-M-3            CC             CCC
       2006-8          II-B-1            D              CCC

           SunTrust Acquisition Closed-End Seconds Trust
              Asset-backed pass-through certificates

                                             Rating
                                             ------
       Series          Class             To             From
       ------          -----             --             ----
       2007-1          M-3               D              B+

         Rating Lowered and Placed on CreditWatch Negative

                      Terwin Mortgage Trust
                     Asset-backed certificates

                                             Rating
                                             ------
       Series          Class             To             From
       ------          -----             --             ----
       2006-8          I-G               BB/Watch Neg   AAA

         Rating Affirmed and Placed on CreditWatch Negative

                      Terwin Mortgage Trust
                    Asset-backed certificates

                                             Rating
                                             ------
       Series          Class             To             From
       ------          -----             --             ----
       2006-8          II-G              BB/Watch Neg   BB


THORNBURG MORTGAGE: Posts $874.9 Million Net Loss in 2007
---------------------------------------------------------
Thornburg Mortgage Inc. reported a net loss of $874.9 million
for the year ended Dec. 31, 2007, compared to net income of
$297.7 million for the year ended Dec. 31, 2006.  Results for 2007
include a $1.10 billion loss on the sale of $23.6 billion of
purchased adjustable-rate mortgage assets.

Net interest income decreased $30.4 million to $316.3 million in
2007 from $346.7 million in 2006.  The company experienced a
$23.6 million increase in net interest income as a result of
rising interest rates, and a $54.0 million decrease in net
interest income caused by a decline in the size of the company's
portfolio and a change in the mix of the company's borrowings.  

Average interest-earning assets and interest-bearing liabilities
decreased by $143.9 million and $493.6 million, respectively.  
However, while the company's average interest-bearing liabilities
decreased, it experienced a $39.2 million increase in interest
expense as a result of a $5.4 billion increase in the average
balance of higher cost Collateralized Mortgage Debt, while the
average balance of lower cost Reverse Repurchase Agreements and
Asset-backed CP decreased by $6.0 billion.

The company recorded a net loss of $16.9 million on Derivatives
during 2007, compared to a net gain of $25.7 million during 2006.  

The net loss on Derivatives in 2007 consisted of net losses of
$15.8 million on Swap Agreements, which were originally intended
to qualify as cash flow hedges but did not due to the reduction in
borrowings in August 2007, and $9.7 million on commitments to
purchase loans from correspondent lenders and bulk sellers.  
The net losses were partially offset by net gains of $4.7 million
on Swap Agreement terminations, $3.3 million on Pipeline Hedging
Instruments and $600,000 on other Derivative transactions.  

The provision for income taxes for the year ended Dec. 31, 2007,
was $17.0 million, based on a combined federal and state effective
tax rate of 39.2% on estimated deferred taxable income of
$48.1 million.  Income taxes for the year ended Dec. 31, 2006,
were immaterial and no provision is reflected on the Consolidated
Income Statements.

                    Allowance for Loan Losses

At Dec. 31, 2007, the company's allowance for loan losses as a
percent of loans greater than 60 days past due, excluding real
estate properties owned by the company (REO), and gross Arm Loans
was 19.4% and 0.1%, respectively, while loans greater than 60 days
past due, excluding REO, as a percentage of Arm Loans was 37 basis
points.  

At Dec. 31, 2006, allowance for loan losses as a percent of loans
greater than 60 days past due, excluding REO, and gross Arm Loans
was 66.7% and 0.1%, respectively, while loans greater than 60 days
past due, excluding REO, as a percentage of Arm Loans was 9 basis
points.

                      Fourth Quarter Results

In the fourth quarter, net income earned before preferred stock
dividends was $64.8 million, down 19.0% from $80.3 million a year
ago.  Net interest income was $87.2 million compared to
$90.7 million, or 4.0% less than a year ago.  For the quarter,
operating expenses as a percentage of average assets, decreased to
0.17% at Dec. 31, 2007, from 0.20% at Dec. 31, 2006, which helped
support earnings.

The portfolio yield during the fourth quarter increased to 5.75%
from 5.40% in the prior quarter.  Average cost of funds decreased
to 5.04% in the fourth quarter from 5.26% in the prior quarter.
This resulted in an average net interest margin of 0.96% for the
quarter, which was up from 0.31% in the prior quarter.

                 Liquidity and Capital Resources

At Dec. 31, 2007, the company had unencumbered assets of
$941.2 million, consisting of unpledged ARM Assets, cash and cash
equivalents, and other assets.  At Dec. 31, 2007, the company had  
readily available liquidity of approximately $587.2 million which
represents protection against additional margin calls for up to a
4.5% decrease in the market price of the ARM Assets  
collateralizing its short-term borrowings.  As of Dec. 31, 2007,
the company's portfolio consisted of 94.6% AAA-rated assets and
5.4% below AAA-rated assets.

While those portfolio assets continue to perform extremely well
from a credit performance perspective, the company has yet to see
financing terms materially improve for these asset classes since
the disruption in the mortgage financing markets began in August
2007.  In the fourth quarter, margin requirements remained high,
financing spreads to LIBOR remained high and the number of finance
counterparties for these asset classes remains limited.  

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 million in total assets, $34.5 million in total liabilities,
and $2.00 billion in total stockholders' equity.

                     About Thornburg Mortgage

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.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.


THORNBURG MORTGAGE: Fitch Retains Junk Ratings Under Neg. Watch
---------------------------------------------------------------
Given the uncertainty surrounding the pricing of Thornburg
Mortgage, Inc.'s portfolio securities in the secondary mortgage
market and its effects on the company's short-term financing, the
following ratings for Thornburg remain on Rating Watch Negative by
Fitch Ratings:

  -- Issuer Default Rating 'CCC';
  -- Senior unsecured notes 'CCC-/RR5';
  -- Unsecured subordinate notes 'CC/RR6';
  -- Preferred stock 'CC/RR6'.

While Fitch acknowledges Thornburg's ability to improve its
capitalization by raising approximately $230 million of common and
convertible preferred stock in January 2008 and also consummate a
$992 million collateralized mortgage debt transaction in March
2008, Fitch remains concerned that Thornburg's short-term funding
profile continues to expose the company to margin calls.  These
margin calls have substantially reduced the company's available
liquidity and may require Thornburg to sell assets, likely at
values below original cost.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
lender to the single-family residential mortgage housing market
and is focused principally on the jumbo segment.  Thornburg
originates, acquires and retains investments in adjustable-rate
mortgage assets.  Thornburg's ARM assets are comprised of
Purchased ARM Assets and ARM Loans.  All of Thornburg's ARM assets
are either Traditional ARMs, which includes Pay Option ARMs, or
Hybrid ARMs.  For tax purposes, Thornburg is organized as a real
estate investment trust and is managed externally by Thornburg
Mortgage Advisory Corporation.


THORNBURG MORTGAGE: S&P Cuts Rating to 'SD' From 'B-' on Default
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Thornburg Mortgage Inc. to 'SD' from
'B-'.  The ratings on Thornburg's senior unsecured debt and
preferred stock are on CreditWatch with negative implications.
      
"The rating action is based on Thornburg's announcement that it is
currently in default with one reverse repurchase agreement
counterparty," said Standard & Poor's credit analyst Adom
Rosengarten.
     
S&P assigns a selective default rating when S&P believes that the
obligor has selectively defaulted on a specific issue or class of
obligations.  The selective default rating applies only to the
counterparty credit rating and not to the outstanding issue
ratings.
     
Thornburg suffered from sizable and frequent margin calls, which
began in the fall of 2007, as the appetite for nongovernment
guaranteed mortgage assets disappeared.  As market prices continue
to deteriorate, S&P is concerned about the company's ability to
meet additional margin calls.  Despite the deterioration in market
prices, the underlying credit quality of the company's mortgage
portfolio remains extremely sound.
     
The decision to place the issue ratings on CreditWatch Negative
reflects the immediate challenges that Thornburg faces in
maintaining its access to funding and liquidity, in light of
current financial market dislocations.


THORNBURG MORTGAGE: Weak Liquidity Prompts Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded to Caa2 from B2 and to Ca
from Caa1 the senior unsecured debt and preferred stock ratings,
respectively, of Thornburg Mortgage, Inc.  The ratings remain
under review for possible downgrade.

"These rating actions reflect further substantial deterioration in
Thornburg's liquidity position due to increase in funding and
valuation volatility for the REIT's portfolio of non-conforming
single family assets" says Philip Kibel, Moody's analyst.  Between
February 14 and Feb. 27, 2008, received and met over $300 million
in margin calls on its reverse repurchase agreements which erased
Thornburg's liquidity cushion.  The REIT has not been able to meet
most of the $270 million in additional margin calls on its reverse
repurchase agreement borrowings received since Feb. 27, 2008.  The
REIT is currently in default with one reverse repurchase agreement
counterparty.

Thornburg's ability to sell adequate amount of assets or raise
additional funds in the current market is highly uncertain.   
Moody's, however, notes Thornburg continues to maintain strong
asset quality.  As of Dec. 31, 2007, Thornburg's 60 plus day
delinquent loans and REO were 0.44% of its $24.7 billion of
securitized and unsecuritized loans.

Moody's review of Thornburg's ratings for possible downgrade
reflects concerns regarding the REIT's limited capacity to meet
its current margin calls as well as any future margin calls which
have heightened the potential that the REIT could default on its
senior unsecured bonds.

A stable rating outlook would likely result from successful
efforts by the REIT to shore liquidity and meet all of its margin
calls.  A rating downgrade would reflect further difficulties in
meeting margin calls on secured debt, and or inability to sell
assets.

These ratings were downgraded and remain under review for possible
downgrade:

  -- Thornburg Mortgage, Inc.: Senior debt to Caa2, from B2;
     Preferred stock to Ca, from Caa1; Senior debt shelf to
     (P)Caa2, from (P)B2; Preferred stock shelf to (P)Ca, from
     (P)Caa1.

Thornburg Mortgage, Inc. based in Santa Fe, New Mexico, USA, is a
prominent mortgage investor and originator organized as a REIT.  
As of Dec. 31, 2007, Thornburg Mortgage reported assets of
approximately $36.5 billion and book equity of approximately
$2 billion.


THORNBURG MORTGAGE: Moody's Reviews Note Ratings For Likely Cuts
----------------------------------------------------------------
Moody's downgraded the Secured Liquidity Notes and Extended Notes
issued by Thornburg Mortgage Capital Resources LLC to Not Prime
from Prime-1 on review for possible downgrade.  SLNs are a form of
extendible asset-backed commercial paper and are called ENs after
extension.

TMCR used the proceeds from the issuance of the notes to invest in
a portfolio of Agency and Aaa-rated residential mortgage-backed
securities.  The program is required to maintain an
overcollateralization level consistent with the price volatility
of the underlying securities.  Thornburg Mortgage Inc. (B2,
negative outlook), the sponsor of the program, has recently
indicated that market volatility has increased and that the
company has not been able to meet margin calls on its portfolio.   
Under these market conditions, Moody's believes the current prices
at which TMCR assets are marked may not reflect the prices
available in the market and therefore current haircuts may be
inadequate.

TMCR had $300 million of SLNs outstanding with an expected
maturity of March 3, 2008, down from a total of $8.4 billion as of
July 31, 2007.  These remaining $300 million of SLNs have been
extended to a legal final maturity of April 14, 2008.  As of
Feb. 29, 2008 all assets were rated Aaa and the program had
overcollateralization of approximately 6.8%, which was consistent
with the requirements of the program based on the current asset
mix.

Complete rating action:

  -- Thornburg Mortgage Capital Resources, LLC, Secured Liquidity
     Notes and Extended Notes: Not Prime from Prime-1 on review
     for possible downgrade.


TOWERS OF CHANNELSIDE: Court Approves Stichter Riedel as Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida approved the application of The Towers of Channelside, LLC
to employ Stichter, Riedel, Blain & Prosser, P.A. as counsel.

Stichter, Riedel, Blain & Prosser is expected to:

   a. advise the Debtor with respect to its powers and duties as
      debtor in possession and the continued management of its
      business operations;

   b. advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the Local Rules of the
      Court;

   c. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of this case;

   d. protect the interest of the Debtor in all matters pending
      before the Court; and

   e. represent the Debtor in negotiations with its creditors in
      the preparation of a disclosure statement and a plan of
      reorganization.

The Debtors will pay the firm at its standard hourly rate:  

      Professional                 Designation     Rate
      ------------                 -----------     ----
      Harley E. Riedel, II, Esq.   Partner         US$450
      Wanda H. Golson, Esq.        Partner         US$325
      Edward J. Peterson, Esq.     Partner         US$275

      Title                        Rate
      -----                        ----
      Other Partners               US$275-US$450
      Associates                   US$175-US$225
      Paralegals                   US$130

To the best of the Debtor's knowledge, the firm does not hold any
adverse interest in the Debtor's estates.  It believes also that
the employment of the firm is necessary and in the best interest
of its estates.

The firm can be reached at:

   Edward J. Peterson, Esq.
      (epeterson@srbp.com)
   Stichter, Riedel, Blain & Prosser, P.A.
   110 Madison Street, Suite 200
   Tampa, FL 33602
   Tel: (813) 229-0144
   Fax: (813) 229-1811
   http://srbp.com/

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.


TPF II: S&P Puts 'BB-' Final Rating on $165 Million Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its final 'BB-' rating
to TPF II LC LLC's $165 million senior secured term loan due 2014
and $40 million revolving facility.  The recovery rating on the
secured facilities is '2', indicating expectations of very high
recovery (70% to 90%) if a payment default occurs.
     
The company used proceeds from the issues to purchase two simple-
cycle natural gas peaking power plants: Lincoln Generation
Facility (656 MW) in Manhattan, Illinois and Crete Generation
Facility (328 MW) in Crete, Illinois.  The project will service
the secured debt with revenues from tolling agreements, merchant
energy sales, and capacity payments from the Commonwealth Edison
Co. (ComEd) region of the PJM Interconnection's reliability
pricing model capacity market.  The outlook is stable.  
     
The rating is final following S&P's review of documentation
supporting the project's bankruptcy-remote status, including a
nonconsolidation opinion and LLC agreements requiring an
independent director at both TPF and TPF II Holdings LC LLC.
     
The stable outlook reflects the operational performance of the
plant under the tolling agreements and the $3.10 to $5.30 per
kilowatt-month prices that the ComEd region of RPM has observed
over the recent base residual auctions.  Prices for capacity or
merchant energy that allow for rapid amortization of the term loan
may result in an upgrade, while depressed capacity prices or poor
plant performance could put downward pressure on the rating.


TRICOM SA: Disclosure Statement Hearing Scheduled on April 15
-------------------------------------------------------------
The Hon. Stuart Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on April 15,
2008, to consider the adequacy of the disclosure statement
explaining Tricom S.A. and its U.S. affiliates' Plan of
Reorganization, and to confirm the plan, Christopher Scinta of
Bloomberg News reports.

As reported in the Troubked Company Reporter on March 3, 2008, the
Debtors told the Court that under a pre-packaged plan of
reorganization, which was approved by 97% of creditors allowed to
vote, largest secured creditor Credit Suisse Group, which holds  
$26 million in claims, will receive new secured debt of $25.5
million at 11% interest.  Unsecured financial creditors would
receive pro rata shares in a newly formed holding company and $105
million of secured notes.  General unsecured creditors will be
paid 100%.

According to Bloomberg citing the Debtors' counsel, Manuel Larren
Nashelsky, existing holders of interest in Tricom, under the plan,
will own less than 1% of the stock.  Mr. Nashelsky said that U.S.
bankruptcy laws is different from Dominican bankruptcy laws, which
allows shareholders to retain some stake in the company.

Bloomberg says that under Dominican law, regardless of U.S. Court
rulings, the Debtors' assets will be frozen and goods will be
embargoed if creditors aren't paid on time.

At a hearing yesterday, the judge scheduled April 15 as the
deadline for the Debtors to submit their full financial condition,
Bloomberg relates.

The judge also approved the Debtors' "first day motions," granting
them to pay prepetition wages and benefits to their employees, to
pay $2 million in taxes, to pay claims from vendors, and to honor
prepaid call cards the Debtors' sold, according to Bloomberg.

                         Plan Objection

Bancredit Cayman Ltd., an affiliate bank controlled by Tricom's
largest shareholder Manuel Arturo Pellerano, opposes to the plan,
contending that its claims are not categorized in the plan,
Bloomberg recounts.  Timothy Brock, counsel for Bancredit, told
the Court that Mr. Pellerano looted $120 million from banks he
controlled, including Bancredit, and allegedly gave the money to
Tricom.  The bank's counsel is asking the Court to appoint an
examiner to conduct an inquiry on Mr. Pellerano and Tricom.

                          About Tricom

Headquartered in Santo Domingo, Dominican Republic, Tricom S.A. --
http://www.tricom.net/-- provides telecom services.  The company  
operates its own local access network and a digital cellular
system. It also operates its own fiber-optic cables and switches
based in the United States.  The company and its U.S. affiliates
filed for Chapter 11 protection on Feb. 29, 2008 (Bankr. S.D. N.Y.
Case No. 08-10720).  Larren M. Nashelsky, Esq., at Morrison &
Foerster LLP, in New York City, represent the Debtors.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $327,600,000 and total debts of $764,600,000.


TRUX MAX: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Trux Max, Inc.
        157 South Parkway East
        Memphis, TN 38106

Bankruptcy Case No.: 08-21969

Type of Business: The Debtor is a trucking company.

Chapter 11 Petition Date: February 28, 2008

Court: Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  Scharff - Jonathan E. Attorney
                  One Commerce Square
                  Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  jscharff@harrisshelton.com

Estimated Assets: $1 million to $ 10 million

Estimated Debts:  $1 million to $ 10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
H&P Leasing                                              $6,767
P.O. Box 6257
Jackson, MS 39288-6257

AccountTemps                                             $5,978
12400 Collections Center Drive
Bank of America
Chicago, IL 60693

Daco trailer Leasing, Inc.                               $4,745
1761 East Brooks Road
Memphis, TN 38106

ACS                                                      $2,463

Office Max                                               $1,907

Peterbilt of Memphis                                       $983

BestDriverJobs.com                                         $750

Tennessee Department of Revenue                            $571

The Hamilton's at Truman Farms                             $557

Oregon DOT                                                 $437

A&B Fast Auto Glass                                        $250

America's Best Value Inn & Suites                          $250

American Dispatch                                          $250

Barksdale Bonding & Insurance                              $250

Tennessee Department of Safety                             $218

FEDEX                                                      $141

M& Bank                                                    $127

Montenzume County Court                                    $100

Department of Motor Vehicles                                $79

Louisiana DOT                                               $56


US CONCRETE: Moody's Puts 'B1' Ratings on Review For Possible Cuts
------------------------------------------------------------------
Moody's Investors Service placed U.S. Concrete's B1 corporate
family rating under review for possible downgrade.  The review
results from the company's significant exposure to the downturn in
the residential construction industry, as well as its significant
exposure to the softening of the commercial construction industry,
and the combined substantial impact of these sectors on demand for
concrete products.  Sales to these markets represented
approximately 83% of the company's 2007 total revenue.

The review also reflects increasing cost pressures from potential
price increases on cement, raw materials and energy, which,
together with further declines in demand and the likelihood of
resistance to price increases for concrete products, may
considerably pressure U.S. Concrete's operating margins.

The review will focus on the impact of weakening demand for ready-
mixed concrete on U.S. Concrete's earnings and cash flow, its
ability to lower costs and maintain prices, and its overall
liquidity position, as well as the impact of a slowing economy.

These ratings were placed under review for possible downgrade:

  -- B1: Corporate family rating

  -- B1: Probability of default rating

  -- B2: $285 million senior subordinated notes due April, 2014

  -- SGL-2: Speculative grade liquidity rating

U.S. Concrete, headquartered in Houston, Texas is a producer of
ready-mixed concrete, precast concrete and concrete-related
products.  The company serves construction markets in West Texas,
Dallas Fort Worth, Northern California, the Atlantic region, and
Michigan, with a primary focus on Texas and California markets.  
In 2007, U.S. Concrete generated approximately $847 million in
revenues.


VIRTUAL FONLINK: Court Converts Ch. 11 Case to Ch. 7 Proceeding
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
the Chapter 11 case of Virtual Fonlink Inc. to a Chapter 7
liquidation proceeding, granting the request of the Debtor's
Official Committee of Unsecured Creditors, Bill Rochelle of
Bloomberg News reports.  The creditors' committeee reasoned that
the Debtor has no money to pay for a Chapter 11 proceeding.

Headquartered in Los Angeles, California, Virtual Fonlink, Inc.
manufactures radio and television broadcasting and communications
equipment.  The company filed for Chapter 11 protection on July
13, 2007 (Bankr. D. Del. Case No. 07-10930).  Christopher M.
Samis, Esq., Chun I. Jang, Esq., John Henry Knight, Esq., and
Michael Joseph Merchant, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Debtor.  When the Debtor
filed for protection from its creditors, it listed assets and
debts between $1 million to $100 million.


WASHINGTON MUTUAL: Fitch Chips Ratings on 27 Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Washington Mutual
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are now
removed.  Downgrades total $2.3 billion.  Additionally, $1.3
billion was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

WaMu asset-backed certificates, WaMu series 2007-HE2
  -- $444.1 million class I-A downgraded to 'B' from 'A'
     (BL: 32.60, LCR: 0.94 );

  -- $288.1 million class II-A1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 50.65, LCR: 1.47 );

  -- $125.3 million class II-A2 downgraded to 'BBB' from 'AAA'
     (BL: 42.46, LCR: 1.23 );

  -- $199.4 million class II-A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 34.81, LCR: 1.01 );

  -- $118.0 million class II-A4 downgraded to 'B' from 'A'
     (BL: 31.61, LCR: 0.92 );

  -- $51.0 million class M-1 downgraded to 'CCC' from 'BBB+'
     (BL: 28.00, LCR: 0.81 );

  -- $44.6 million class M-2 downgraded to 'CC' from 'BBB'
     (BL: 24.75, LCR: 0.72 );

  -- $27.1 million class M-3 downgraded to 'CC' from 'BBB-'
     (BL: 22.68, LCR: 0.66 );

  -- $23.9 million class M-4 downgraded to 'CC' from 'BB'
     (BL: 20.71, LCR: 0.6 );

  -- $23.1 million class M-5 downgraded to 'CC' from 'B'
     (BL: 18.74, LCR: 0.54 );

  -- $21.5 million class M-6 downgraded to 'C' from 'B'
     (BL: 16.89, LCR: 0.49 );

  -- $20.7 million class M-7 downgraded to 'C' from 'CCC'
     (BL: 15.19, LCR: 0.44 );

  -- $12.7 million class M-8 downgraded to 'C' from 'CCC'
     (BL: 14.20, LCR: 0.41 );

  -- $17.5 million class M-9 downgraded to 'C' from 'CCC'
     (BL: 13.07, LCR: 0.38 );

Deal Summary
  -- Originators: WAMU: 100%
  -- 60+ day Delinquency: 19.77%
  -- Realized Losses to date (% of Original Balance): 1.07%
  -- Expected Remaining Losses (% of Current balance): 34.50%
  -- Cumulative Expected Losses (% of Original Balance): 32.91%

WaMu asset-backed certificates, WaMu series 2007-HE3
  -- $342.5 million class I-A1 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 36.94, LCR: 1.15 );

  -- $123.3 million class II-A1 rated 'AAA', remains on Rating
     Watch Negative (BL: 57.19, LCR: 1.78 );

  -- $51.4 million class II-A2 downgraded to 'BB' from 'AAA'
     (BL: 30.70, LCR: 0.96 );

  -- $85.5 million class II-A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.75, LCR: 1.21 );

  -- $33.1 million class II-A4 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 36.49, LCR: 1.14 );

  -- $184.2 million class II-A5 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 36.49, LCR: 1.14 );

  -- $53.6 million class M-1 downgraded to 'B' from 'A+'
     (BL: 31.37, LCR: 0.98 );

  -- $37.5 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 27.73, LCR: 0.86 );

  -- $21.9 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 25.53, LCR: 0.8 );

  -- $19.0 million class M-4 downgraded to 'CC' from 'BBB'
     (BL: 23.53, LCR: 0.73 );

  -- $19.0 million class M-5 downgraded to 'CC' from 'BBB-'
     (BL: 21.46, LCR: 0.67 );

  -- $15.0 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 19.70, LCR: 0.61 );

  -- $16.1 million class M-7 downgraded to 'CC' from 'B'
     (BL: 17.74, LCR: 0.55 );

  -- $10.9 million class M-8 downgraded to 'CC' from 'B'
     (BL: 16.53, LCR: 0.52 );

  -- $16.1 million class M-9 downgraded to 'C' from 'B'
     (BL: 15.07, LCR: 0.47 );

Deal Summary
  -- Originators: WAMU: 100%
  -- 60+ day Delinquency: 14.65%
  -- Realized Losses to date (% of Original Balance): 0.51%
  -- Expected Remaining Losses (% of Current balance): 32.07%
  -- Cumulative Expected Losses (% of Original Balance): 30.59%

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.


WELLCARE HEALTH: Can't File Annual Report Pending Probe
-------------------------------------------------------
WellCare Health Plans, Inc., said in a regulatory filing with the
Securities and Exchange Commission that it won't be in a position
to file its Form 10-K for the year ended December 31, 2007, by the
required filing date prescribed in Rule 12b-25 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
until an independent conducted by the special committee of the
company's board of directors is complete.

On October 24, 2007, certain federal and state agencies executed a
search warrant at the headquarters of WellCare in Tampa, Florida.  
The investigation is being conducted by the U.S. Department of
Justice, the U.S. Federal Bureau of Investigation, the U.S.
Department of Health and Human Services Office of Inspector
General and the Florida Attorney General's Medicaid Fraud Control
Unit.

In addition, the company is responding to requests for information
from the Securities and Exchange Commission.  The company is also
responding to subpoenas issued by the State of Connecticut
Attorney General's Office involving transactions between the
company and its affiliated companies and their potential impact on
the costs of Connecticut's Medicaid program.

The company said it is cooperating with the government agencies in
connection with the investigations.

To date, neither WellCare, nor any of its subsidiaries, has been
advised by these federal and state agencies as to the full scope
of the investigations, and neither the company nor any of its
subsidiaries knows whether or the extent to which the
investigations might lead to fines, penalties, operating
restrictions or impacts on the historical financial statements of
the company or any of its subsidiaries.

In a statement dated October 24, 2007, the U.S. Department of
Justice said that "[t]he ongoing investigation does not directly
concern, nor should it have any impact upon, the delivery of any
health care service to any person."

A Special Committee of the company's Board is conducting an
independent investigation into matters raised as part of the
ongoing government investigations as well as other governmental or
private party proceedings that may commence.  The company is
unable to predict when the Special Committee will complete its
work.

The Special Committee has retained the law firm of Davis Polk &
Wardwell to advise and assist it in the conduct of the Special
Committee's independent investigation.

As a result of the delay, WellCare expects to be subject to the
New York Stock Exchange's late filing procedures as they pertain
to annual reports.

WellCare also has been unable to file its Form 10-Q for the
quarter ended September 30, 2007.

Heath Schiesser, the company's President and Chief Executive
Officer, said the pendency of the investigations precludes the
company, at this time, from providing a reasonable estimate of its
2007 results of operations and comparing the estimate with
previously reported 2006 results of operations for the purpose of
stating whether there will be a significant change in the results
of the company's operations.

                   About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services  
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  For the first nine months of 2007, the
company reported approximately $4.0 billion in total revenue.  As
of Sept. 30, 2007, shareholder's equity was $771 million and total
medical membership was approximately 1.4 million members.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on WellCare Health Plans Inc. to 'B+', and placed the
company on CreditWatch with negative implications, as a result of
the resignation of three of the company's top executives -- its
chief executive officer and president; its chief financial
officer, and its general counsel.

The TCR reported on Jan. 30, 2008, that Moody's Investors Service
downgraded the senior debt rating of WellCare to Ba2 following
announcement that WellCare's board of directors has accepted the
resignations of the company's top three executives.  The ratings
remain on review for possible further downgrade, Moody's said.


WILD WEST: Spectacular to Purchase Theme Park for $2 Million
------------------------------------------------------------
Spectacular Attractions dba Murphy Brothers Exposition in
Tulsa, Oklahoma, stated its willingness to purchase Wild West
World LLC for $2 million, and likely to spend $4.2 million more to
open the Debtor's park, various sources report.

Spectacular and certain lenders of the Debtor's Chapter 11
case are in talks in regard with an agreement that would provide
financing by industrial revenue bonds, The Associated Press
relates.

Oklahoma City has agreed, on the interim, to decrease taxes and
issue bonds for the real estate, The AP citing sources familiar
with the matter.

Despite the initial approval, AP notes that the city counsel has
yet to vote whether to approve the deal.

Since the Debtor closed on July 2007, it owes creditors about
$24 million to date.

As previously reported in the Troubled Company Reporter,
Parks America Inc. did not to buy the Debtor's asset, but
expressed intent on buying individual rides instead of the whole
park.  Parks America offered $12 million.

                    About Wild West World

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Restoration Farms Inc., Wild West's parent company,
filed for chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans.
Case No. 07-11913).  Edward J. Nazar, Esq., at Redmond & Nazar,
LLP represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.


WIREFREE PARTNERS: Fitch Cuts Note Rating to BB+; Puts Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has downgraded and placed on Rating Watch Negative
the ratings of Wirefree Partners III, LLC PCS spectrum lease-
backed notes series 2005-1 to 'BB+' from 'BBB-'.

The notes are backed primarily by leases of Personal
Communications Services spectrum licenses.  The lessees of the
licenses are SprintCom, Inc. and WirelessCo, L.P., two wholly
owned subsidiaries of Sprint Nextel Corporation.

Annual payments of interest and principal were made in November
2007 after the second annual lease payment was received from
Sprint Nextel.

The rating of PCS spectrum lease-backed series 2005-1 notes is
highly dependent on the senior unsecured credit rating of Sprint
Nextel.  The rating action is based on Fitch's recent downgrade of
the unsecured credit rating of Sprint Nextel and its subsidiaries
to 'BB+' from 'BBB-'.

Wirefree Partners, LLC (not rated by Fitch) is a wireless
broadband service provider formed for the purpose of managing, on
behalf of the issuer, its participation in the Federal
Communication Commission's Auction 58 and its acquired spectrum
leases.  Wirefree Partners, LLC was founded on Nov. 15, 2004 by
the former executives and founders of Sprint PCS affiliate,
AirGate PCS, Inc., and is a private company based in Atlanta.


WORNICK CO: Lender Agreement Prompts Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew its ratings on The Wornick
Company.  Moody's has withdrawn the ratings because the company
recently reached an agreement with its senior secured working
capital lender and holders of approximately 85% of the senior
secured notes to restructure its debt through a plan of
reorganization under the U.S. Bankruptcy Code.  Accordingly, the
company has filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code.

Ratings Withdrawn:

  -- Corporate family rating, at Ca;

  -- Probability-of-default rating, at D;

  -- $125 million 10.875% senior secured notes due 2011, at Ca
     (LGD4, 59%);

  -- Speculative Grade Liquidity Rating of SLG-4.

The Wornick Company, headquartered in Cincinnati, Ohio,
specializes in the manufacturing, packaging and distribution of
extended shelf-life, shelf-stable, and frozen food for the
military and for commercial customers.


XM SATELLITE: Agrees Not to Terminate Merger Prior to May 1
-----------------------------------------------------------
SIRIUS Satellite Radio Inc. and XM Satellite Radio Holdings Inc.
have agreed not to exercise their rights to terminate their merger
agreement until May 1, 2008.

As reported in the Troubled Company Reporter on Feb. 20, 2007,
SIRIUS and XM entered into a definitive agreement, under which the
companies will be combined in a tax-free, all-stock merger of
equals with a combined enterprise value of approximately $13.0
billion, which includes net debt of approximately $1.6 billion.

The closing of the pending merger remains subject to satisfaction
of all applicable conditions, including approval from the
Department of Justice and the Federal Communications Commission.

                      About SIRIUS Satellite

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,    
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                          *     *     *

Moody's Investors Service placed SIRIUS Satellite Radio Inc.'s
probability of default rating at 'Caa1' in June 2007.  The rating
still hold to date with a developing outlook.

                        About XM Satellite

Based in Washington, D.C., XM Satellite Radio Holdings Inc. --
http://www.xmradio.com/-- parent of XM Satellite Radio Inc.
(Nasdaq: XMSR), is a satellite radio company with more than 9
million subscribers.   XM delivers entertainment and data
services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

                          *     *     *

Standard & Poor's assigned CCC+ long-term foreign and local issuer
credit ratings to XM Satellite Radio Holdings Inc. on February
2007.

XM Satellite Radio Holdings Inc. also holds Moody's Investors
Services' Caa1 long-term corporate family rating (assigned June
2003), Caa3 senior unsecured debt rating (assigned February 2005),
and Caa1 probability of default rating (assigned September 2006).
These three ratings still hold to date.


* Outlook on Collateralized Loan Deals is Stable, Moody's Opines
----------------------------------------------------------------
The outlook for U.S. cash-flow collateralized loan transactions is
stable to negative, with limited implications for ratings, says
Moody's Investors Service in its annual sector review and outlook
report on CLOs.

"Despite the potential for downward rating pressure, we do not
anticipate dramatic changes in CLO rating performance in the year
ahead," says Lina Kharnak, a Moody's Vice President-Senior
Analyst.  "Historically, CLOs have demonstrated considerable
rating stability, even during highly stressful credit environments
such as 2001-2002."

The downward rating pressure could arise for certain notes if
rising corporate defaults and significant credit deterioration
lead some collateral pools to "trip" the triggers on their over-
collateralization tests, leading to prepayment of senior notes to
the exclusion of cash-flows for the equity and, frequently,
mezzanine notes.  This stabilizes the ratings of the senior notes
but potentially pressures those of the junior notes.

"A continued negative ratings drift in the underlying collateral
may pressure the ratings on certain CLO liabilities," says
Kharnak.  "But currently, we do not expect this downward pressure
to be sufficient to induce significant, widespread downgrades of
CLO liabilities."

As for issuance of new CLOs in 2008, Moody's expects levels to be
subdued in the near term.  Persistent market volatility may
continue to widen spreads on both leveraged loans and CLO
liabilities, regardless of underlying credit fundamentals.  CLO
issuance will be relatively weak as long as these liability
funding costs remain uneconomically high.

"Overall, we may see some pick-up in leveraged loan CLO
origination in the second half of 2008, if the US economy shows
signs of stabilization and the subprime-linked credit problems are
contained," says Kharnak.  "However, we do not anticipate a return
to the pace of issuance seen during 2006 and the first half of
2007 in the near future.

In 2007, Moody's rated 174 US cash-flow CLOs, with at total rated
volume of approximately $91 billion.

During 2007, Moody's says the CLO market continued to show
reliable credit performance, despite being caught up in the
subprime mortgage turmoil that has disrupted credit markets since
mid-year.


* Moody's Cuts 34 Credit Linked Notes' Ratings on Projected Losses
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 34 credit
linked notes and 3 credit default swaps with respect to which the
Reference Obligations are ABX.HE 07-1, ABX.HE 06-2, ABX.HE 06-1,
or TABX.HE 07-1 06-2, and left 25 of these ratings on review for
downgrade.  The ABX.HE and TABX.HE indices are static and are 100%
exposed to subprime residential mortgage backed securities issued
in 2005 and 2006.

In response to continued credit deterioration of first lien
subprime residential mortgages securitized in 2006, Moody's has
increased its loss projection for these loans to the 14-18% range.   

This rating actions reflect Moody's updated loss projections for
the Reference Obligations and the increased expected loss
associated with each security.

Rating actions are:

(i) Transactions referencing TABX.HE 07-1 06-2:

Notes and Class Description: Ixion plc 2007 Series 21 $20,000,000
Floating Rate Portfolio Credit Linked Secured Notes Due 2045,
CUSIP 46601WAW5

  -- Current Rating: Ca
  -- Prior Rating: B2

Notes and Class Description: Ixion plc 2007 Series 22 $100,000,000
Floating Rate Portfolio Credit Linked Secured Notes Due 2046, ISIN
XS0298133454

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba3

Notes and Class Description: Ixion plc 2007 Series 23 $85,625,000
Floating Rate Portfolio Credit Linked Secured Notes Due 2046,
CUSIP 46601WAY1

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba3

Notes and Class Description: Ixion plc 2007 Series 24 EUR
20,000,000 Floating Rate Portfolio Credit Linked Secured Notes Due
2046, ISIN XS0297782640

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba3

Notes and Class Description: Ixion plc 2007 Series 25 $50,000,000
Floating Rate Portfolio Credit Linked Secured Notes Due 2046,
CUSIP 46601WBA2

  -- Current Rating: Ca
  -- Prior Rating: Caa1

Notes and Class Description: Ixion plc 2007 Series 26 $70,000,000
Floating Rate Portfolio Credit Linked Secured Notes Due 2045,
CUSIP 46601WBB0

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Ba1

Notes and Class Description: Ixion plc 2007 Series 27 $47,000,000
Floating Rate Portfolio Credit Linked Secured Notes Due 2046,
CUSIP 46601WBC8

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa3

Notes and Class Description: Securitized Product of Restructured
Collateral Limited SPC, Series 2007-1 TABXSPOKE (07-1 40-100)
Segregated Portfolio $15,000,000 Class A Floating Rate Notes Due
2046, CUSIP 81378LAA5

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba3

Notes and Class Description: Credit Default Swap Reference Number
NE7JS $15,000,000 Due 2046

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba3

Notes and Class Description: Credit Default Swap Reference Number
CN098112 $30,000,000 Due 2046

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba1

Notes and Class Description: Rutland Rated Investment Series 43
$10,000,000 Credit Linked Notes Due 2046, ISIN USG77264DH25

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa3

Notes and Class Description: Rutland Rated Investment Series 50
$20,000,000 Credit Linked Notes Due 2046, CUSIP 783422DE5

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa3

Notes and Class Description: Coliseum SPC, TACLs 2007-I Segregated
Portfolio $100,000,000 Floating Rate Notes Due 2046, CUSIP
19418BAB7

  -- Current Rating: Ca
  -- Prior Rating: Caa1

Notes and Class Description: Coliseum SPC, TACLs 2007-II
Segregated Portfolio $25,000,000 Floating Rate Notes Due 2038,
CUSIP 19418WAA3

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa3

Notes and Class Description: Coliseum SPC, TACLs 2007-III
Segregated Portfolio $37,500,000 Class I Floating Rate Notes Due
2046, CUSIP 87216HAA7

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa3

Notes and Class Description: Coliseum SPC, TACLs 2007-III
Segregated Portfolio $1,974,000 Subordinated Notes Due 2046, CUSIP
87216HAC3

  -- Current Rating: Ca
  -- Prior Rating: Ba3

Notes and Class Description: Coliseum SPC, TACLs 2007-IV
Segregated Portfolio $30,000,000 Class I Floating Rate Notes Due
2046, CUSIP 19418YAA9

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Ba1

Notes and Class Description: Coliseum SPC, TACLs 2007-IV
Segregated Portfolio $1,600,000 Subordinated Notes Due 2046, CUSIP
19418YAC5

  -- Current Rating: Ca
  -- Prior Rating: Caa1

Notes and Class Description: Coliseum SPC, TACLs 2007-V Segregated
Portfolio $20,000,000 Class I Floating Rate Notes Due 2046, CUSIP
19418DAA5

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa3

Notes and Class Description: Coliseum SPC, TACLs 2007-V Segregated
Portfolio $1,100,000 Subordinated Notes Due 2046, CUSIP 19418DAB3

  -- Current Rating: Ca
  -- Prior Rating: Ba3

Notes and Class Description: Coliseum SPC, TACLs 2007-VI
Segregated Portfolio $40,000,000 Class I Floating Rate Notes Due
2046, CUSIP 19418VAA5

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa3

Notes and Class Description: Coliseum SPC, TACLs 2007-VI
Segregated Portfolio $2,200,000 Subordinated Notes Due 2046, CUSIP
19418VAB3

  -- Current Rating: Ca
  -- Prior Rating: Ba3

Notes and Class Description: Cloverie plc Series 2007-12 EUR
30,000,000 Class A Notes Due 2010, ISIN XS0295069149

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba3

Notes and Class Description: Cloverie plc Series 2007-13 EUR
35,000,000 Class A Notes Due 2010, ISIN XS0295069578

  -- Current Rating: Caa3, on review for downgrade
  -- Prior Rating: Ba3

Notes and Class Description: Gloucester SPC, acting for the
account of Cheyenne 2007-I Segregated Portfolio US$20,000,000
Senior Class A Floating Rate Notes Due 2046, CUSIP 37974PAA6

  -- Current Rating: Aa1, on review for downgrade
  -- Prior Rating: Aaa

(ii) Transactions referencing ABX.HE 06-2 and ABX.HE 06-1:

Notes and Class Description: Calculus MABS Resecuritization Trust,
$12,500,000 Series 2007-1 Units Due 2046, ISIN XS0293327895

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Baa1

Notes and Class Description: Calculus MABS Resecuritization Trust,
$125,000,000 Series 2007-2 Units Due 2046, CUSIP 12876FAA0

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Baa1

Notes and Class Description: Calculus ABS Resecuritization Trust,
$7,000,000 Series 2007-1 Units Due 2046, CUSIP 12876HAA6

  -- Current Rating: Aa3, on review for downgrade
  -- Prior Rating: Aa1

Notes and Class Description: Calculus ABS Resecuritization Trust,
$2,000,000 Series 2007-2 Units Due 2046, CUSIP 12876JAA2

  -- Current Rating: A2, on review for downgrade
  -- Prior Rating: Aa3

Notes and Class Description: Credit Default Swap Reference Number
07ML45770A $6,000,000 Due 2046

  -- Current Rating: A2, on review for downgrade

-- Prior Rating: Aa3

Notes and Class Description: Coliseum SPC, Ballista 2007-II
Segregated Portfolio $20,000,000 Floating Rate Notes Due 2046,
CUSIP 19418SAA2

  -- Current Rating: Ca
  -- Prior Rating: Ba3

Notes and Class Description: Coliseum SPC, Ballista 2007-III
Segregated Portfolio $8,000,000 Floating Rate Notes Due 2046,
CUSIP 19418TAA0

  -- Current Rating: Ca
  -- Prior Rating: Caa2

Notes and Class Description: Ixion plc 2006-7 Series 9 $72,000,000
Floating Rate Portfolio Credit Linked Secured Notes Due 2038,
CUSIP 46601WAG0

  -- Current Rating: Ca
  -- Prior Rating: B1

Notes and Class Description: Ixion plc 2006-7 Series 11
$10,000,000 Floating Rate Portfolio Credit Linked Secured Notes
Due 2038, CUSIP 46601WAH8

  -- Current Rating: Ca
  -- Prior Rating: Caa3

Notes and Class Description: Restructured Asset Certificates with
Enhanced Returns, Series 2006-20AT $40,500,000 Variable
Certificate Due 2046

  -- Current Rating: Ca
  -- Prior Rating: B3

(iii) Transactions referencing ABX.HE 07-1, ABX.HE 06-2 and ABX.HE
06-1:

Notes and Class Description: Coliseum SPC acting for the account
of Neapolitan 2007-I Segregated Portfolio Class I Floating Rate
Notes Due 2046, CUSIP 19418XAB9

  -- Current Rating: Ba1, on review for downgrade
  -- Prior Rating: A1

Notes and Class Description: Coliseum SPC acting for the account
of Neapolitan 2007-I Segregated Portfolio Subordinated Notes Due
2046, CUSIP 19418XAD5

  -- Current Rating: B1, on review for downgrade
  -- Prior Rating: A3


* S&P Downgrades 40 Tranches' Ratings From 10 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 40
tranches from 10 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 37 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on nine classes and removed them from
CreditWatch negative.  The downgraded tranches have a total
issuance amount of $2.187 billion.  All of the transactions are
mezzanine structured finance CDOs of asset-backed securities,
which are CDOs of ABS collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,156 tranches from 531 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,344 ratings from 325 transactions are
currently on CreditWatch negative for the same reasons.  In all,
$169.915 billion of CDO issuance has been downgraded.
Additionally, ratings on $178.732 billion in securities have not
been lowered but are currently on CreditWatch negative, indicating
a high likelihood of downgrade.      

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                  Rating and Creditwatch Actions

                                               Rating
                                               ------
   Transaction                     Class      To    From
   -----------                     -----      --    ----
Acacia CDO 12 Ltd.                 A-1        AAA   AAA/Watch Neg
Acacia CDO 12 Ltd.                 A-2        A-    AAA/Watch Neg    
Acacia CDO 12 Ltd.                 B          BBB   AA/Watch Neg
Acacia CDO 12 Ltd.                 C          BB+   A/Watch Neg   
Acacia CDO 12 Ltd.                 D          BB-   BBB/Watch Neg    
Alexander Park CDO I Ltd.          A-1        AAA   AAA/Watch Neg    
Alexander Park CDO I Ltd.          A-2        AAA   AAA/Watch Neg     
Alexander Park CDO I Ltd.          B          AA    AA/Watch Neg       
Alexander Park CDO I Ltd.          C          A     A/Watch Neg    
Alexander Park CDO I Ltd.          D-1        B+    BBB-/Watch Neg  
Alexander Park CDO I Ltd.          D-2        B+    BBB-/Watch Neg  
Bayberry Funding Ltd.              IV         A     A/Watch Neg   
Bayberry Funding Ltd.              V          BBB-  BBB/Watch Neg  
Fort Dearborn CDO I Ltd.           A-1LB      AA    AAA     
Fort Dearborn CDO I Ltd.           A-2L       BBB   AA/Watch Neg    
Fort Dearborn CDO I Ltd.           A-3L       BBB-  A/Watch Neg   
Fort Dearborn CDO I Ltd.           B-1L       B+    BBB/Watch Neg     
Hamilton Gardens CDO Ltd.          A-1        A+    AAA/Watch Neg    
Hamilton Gardens CDO Ltd.          A-2        BBB   AAA/Watch Neg    
Hamilton Gardens CDO Ltd.          B          B+    AA/Watch Neg  
Hamilton Gardens CDO Ltd.          C          CCC-  BBB+/Watch Neg  
Hamilton Gardens CDO Ltd.          D          CC    CCC-/Watch Neg
Longport Funding III Ltd.          A1-VFN     B+    AAA/Watch Neg    
Longport Funding III Ltd.          A2A        B-    AAA/Watch Neg
Longport Funding III Ltd.          A2B        CCC+  AA+/Watch Neg  
Longport Funding III Ltd.          B          CCC-  A+/Watch Neg   
Longport Funding III Ltd.          C          CC    BBB/Watch Neg    
Longport Funding III Ltd.          D          CC    BB/Watch Neg
Longport Funding III Ltd.          E          CC    B-/Watch Neg
Longport Funding III Ltd.          SubNotes   CC    CCC/Watch Neg    
Nautilus RMBS CDO IV Ltd.          A-1S       AAA   AAA/Watch Neg   
Nautilus RMBS CDO IV Ltd.          A-1J       AA    AAA/Watch Neg    
Nautilus RMBS CDO IV Ltd.          A-2        A     AA/Watch Neg   
Nautilus RMBS CDO IV Ltd.          A-3        BBB   A/Watch Neg    
Nautilus RMBS CDO IV Ltd.          B-F        BB    BB+/Watch Neg  
Nautilus RMBS CDO IV Ltd.          B-V        BB    BB+/Watch Neg  
Nautilus RMBS CDO IV Ltd.          C-F        CCC-  CCC-/Watch Neg    
Nautilus RMBS CDO IV Ltd.          C-V        CCC-  CCC-/Watch Neg     
Tourmaline CDO I Ltd.              III        A+    AA     
Tourmaline CDO I Ltd.              IV         BB+   BBB/Watch Neg  
Trainer Wortham First Republic
CBO III Ltd                        A-2        A+    AA/Watch Neg
Trainer Wortham First Republic
CBO III Ltd                        B          BBB-  BBB+/Watch Neg
Trainer Wortham First Republic
CBO III Ltd                        C          BB    BB+/Watch Neg   
Trainer Wortham First Republic
CBO III Ltd                        D          CCC-  B-/Watch Neg   
Trainer Wortham First Republic
CBO III Ltd                        Pref Shrs  CC    CCC/Watch Neg   
Zais Investment Grade Ltd VIII     A-2        A+    AAA          
Zais Investment Grade Ltd VIII     B          BBB+  AA/Watch Neg      
Zais Investment Grade Ltd VIII     C          BBB-  A/Watch Neg   
Zais Investment Grade Ltd VIII     D          BB-   BBB/Watch Neg

                   Other Outstanding Ratings

   Transaction                                Class      Rating
   -----------                                -----      ------       
   Bayberry Funding Ltd.                      II         AAA
   Bayberry Funding Ltd.                      III        AA
   Fort Dearborn CDO I Ltd.                   A-1LA Inv  AAA
   Fort Dearborn CDO I Ltd.                   X          AAA
   Tourmaline CDO I Ltd.                      I          AAA
   Tourmaline CDO I Ltd.                      II         AAA
   Trainer Wortham First Republic CBO III     A-1        AAA
   Zais Investment Grade Ltd VIII             A-1        AAA


* S&P Downgrades 73 Tranches' Ratings From 18 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 73
tranches from 18 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 62 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on four classes and removed them from
CreditWatch negative.  The downgraded tranches have a total
issuance amount of $3.452 billion.  Twelve of the 18 transactions
are mezzanine structured finance CDOs of asset-backed securities,
which are CDOs of ABS collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  The remaining seven transactions are retranchings of
other CDO tranches.  
     
At the same time, S&P lowered its rating on one tranche from one
U.S. synthetic CDO transaction and removed it from CreditWatch
with negative implications.  The U.S. synthetic CDO tranche rating
has a direct link to the rating on its respective reference
obligation, which is being lowered as part of this CDO of ABS
rating actions.  The downgraded tranche has a total issuance
amount of $100.000 million.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,138 tranches from 526 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,388 ratings from 333 transactions are
currently on CreditWatch negative for the same reasons.  In all,
$168.749 billion of CDO issuance has been downgraded.
Additionally, $179.947 billion has not yet seen its rating lowered
but is currently on CreditWatch negative, indicating a high
likelihood of downgrade.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                   Rating and CreditWatch Actions

                                              Rating
                                              ------
   Transaction                 Class        To      From
   -----------                 -----        --      ----
ACA ABS 2003-2 Ltd             A-1J         BBB-    AAA/Watch Neg
ACA ABS 2003-2 Ltd             A-1SD        AAA     AAA/Watch Neg
ACA ABS 2003-2 Ltd             A-1SU        AAA     AAA/Watch Neg
ACA ABS 2003-2 Ltd             A-2          CCC     A+/Watch Neg
ACA ABS 2003-2 Ltd             A-3          CC      BB/Watch Neg
ACA ABS 2003-2 Ltd             B-F          CC      B/Watch Neg
ACA ABS 2003-2 Ltd             B-V          CC      B/Watch Neg
ACA ABS 2003-2 Ltd             C            CC      CCC/Watch Neg
Cairn Mezz ABS CDO II Ltd      A-1 VFN      AA+     AAA/Watch Neg
Cairn Mezz ABS CDO II Ltd      A-2a         AA-     AAA/Watch Neg
Cairn Mezz ABS CDO II Ltd      A-2b         BBB-    AAA/Watch Neg
Cairn Mezz ABS CDO II Ltd      B-1          BB+     AA/Watch Neg
Cairn Mezz ABS CDO II Ltd      B-2          BB      AA-/Watch Neg
Cairn Mezz ABS CDO II Ltd      C            B+      A/Watch Neg
Cairn Mezz ABS CDO II Ltd      Combo Note   CCC+    BBB
Cairn Mezz ABS CDO II Ltd      D            CCC+    BBB/Watch Neg
Cairn Mezz ABS CDO II Ltd      E            CCC-    BB+/Watch Neg
Cherry Creek CDO I Ltd         A1J          BBB-    AAA/Watch Neg
Cherry Creek CDO I Ltd         A1S          A+      AAA/Watch Neg
Cherry Creek CDO I Ltd         A-2          BB+     AA/Watch Neg
Cherry Creek CDO I Ltd         A-3          B+      BBB/Watch Neg
Cherry Creek CDO I Ltd         B            CCC-    B-/Watch Neg
Coronado CDO Ltd.              B-1          A+      AA
Coronado CDO Ltd.              B-2          A+      AA
Coronado CDO Ltd.              C-1          BBB-    BBB/Watch Neg
Coronado CDO Ltd.              C-2          BBB-    BBB/Watch Neg
Coronado CDO Ltd.              Type II      BBB     BBB/Watch Neg
Dutch Hill Funding II Ltd      A-1          BBB-    AAA/Watch Neg
Dutch Hill Funding II Ltd      A-2          BB+     AAA/Watch Neg
Dutch Hill Funding II Ltd      B            BB-     A/Watch Neg
Dutch Hill Funding II Ltd      C            B-      BB/Watch Neg
Dutch Hill Funding II Ltd      C Loan       B-      BB/Watch Neg
Dutch Hill Funding II Ltd      D-1          CCC+    B/Watch Neg
Dutch Hill Funding II Ltd      D-2          CCC     B-/Watch Neg
Dutch Hill Funding II Ltd      D-3          CCC-    CCC/Watch Neg
Fruitful Harvest SPC Series
2007-2 Cetus 4 Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-3 Lacerta Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-4 Cetus 2 Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-5 Octans 1 Segregated
Portfolio                      A            CC      BB+
Fruitful Harvest SPC Series
2007-7 Scorpius B Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-1 Octans 3 Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-6 Scorpius A Segregated
Portfolio                      A            CC      BBB-
GSC ABS CDO 2006-2m Ltd.       A1A          AAA     AAA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       A1B          BB+     AAA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       A-2          BB      AAA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       B            CCC     AA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       C            CC      AA-/Watch Neg
GSC ABS CDO 2006-2m Ltd.       D            CC      BBB/Watch Neg
GSC ABS CDO 2006-2m Ltd.       E            CC      CCC/Watch Neg
GSC ABS CDO 2006-2m Ltd.       F            CC      CCC-/Watch Neg
Nautilus RMBS CDO III Ltd      A-1J         A+      AAA/Watch Neg
Nautilus RMBS CDO III Ltd      A-1S         AA+     AAA/Watch Neg
Nautilus RMBS CDO III Ltd      A-2          A-      AA/Watch Neg
Nautilus RMBS CDO III Ltd      A-3F         BBB     A/Watch Neg
Nautilus RMBS CDO III Ltd      A-3V         BBB     A/Watch Neg
Nautilus RMBS CDO III Ltd      B            BB      BBB/Watch Neg
Nautilus RMBS CDO III Ltd      C            BB-     BB/Watch Neg
Northlake CDO I Ltd.           I-A          AA      AAA/Watch Neg
Northlake CDO I Ltd.           II           B       BBB-/Watch Neg
Northlake CDO I Ltd.           III          CC      B-/Watch Neg
Preston CDO I Ltd.             A1J          B-      AAA/Watch Neg
Preston CDO I Ltd.             A1S          B+      AAA/Watch Neg
Preston CDO I Ltd.             A2           CCC+    AA/Watch Neg
Preston CDO I Ltd.             A3           CCC     A/Watch Neg
Preston CDO I Ltd.             B1           CCC-    BBB+/Watch Neg
Preston CDO I Ltd.             B2           CC      BBB/Watch Neg
Preston CDO I Ltd.             X            B+      AAA/Watch Neg
RFC CDO IV Ltd                 A-2          BB+     AAA/Watch Neg
RFC CDO IV Ltd                 A-3          BB-     AAA/Watch Neg
RFC CDO IV Ltd                 B            CCC     AA-/Watch Neg
RFC CDO IV Ltd                 C            CC      A-/Watch Neg
RFC CDO IV Ltd                 D            CC      BBB/Watch Neg
Soter 2007-CRN2 Ltd            Notes        AA+     AAA/Watch Neg
Summer Street 2004-1 Ltd.      A-2          AA      AAA
Summer Street 2004-1 Ltd.      A-3          BBB-    AA/Watch Neg
Summer Street 2004-1 Ltd.      B            BB+     A-/Watch Neg
Summer Street 2004-1 Ltd.      C            CC      BBB/Watch Neg
Summer Street 2004-1 Ltd.      D Inc Nts    CC      BB/Watch Neg

                     Other Outstanding Ratings

     Transaction                          Class        Rating
     -----------                          -----        ------       
     ACA ABS 2003-2, Limited              A-1SW        AAA
     Coronado CDO Ltd.                    A-1          AAA
     Coronado CDO Ltd.                    A-2          AAA
     GSC ABS CDO 2006-2m, Ltd.            G            CC
     Northlake CDO I, Ltd.                I-MM         AAA/A-1+
     Summer Street 2004-1, Ltd.           A-1          AAA


* S&P Downgrades 73 Tranches' Ratings From 18 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 73
tranches from 18 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 62 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on four classes and removed them from
CreditWatch negative.  The downgraded tranches have a total
issuance amount of $3.452 billion.  Twelve of the 18 transactions
are mezzanine structured finance CDOs of asset-backed securities,
which are CDOs of ABS collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  The remaining seven transactions are retranchings of
other CDO tranches.  
     
At the same time, S&P lowered its rating on one tranche from one
U.S. synthetic CDO transaction and removed it from CreditWatch
with negative implications.  The U.S. synthetic CDO tranche rating
has a direct link to the rating on its respective reference
obligation, which is being lowered as part of this CDO of ABS
rating actions.  The downgraded tranche has a total issuance
amount of $100.000 million.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,138 tranches from 526 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,388 ratings from 333 transactions are
currently on CreditWatch negative for the same reasons.  In all,
$168.749 billion of CDO issuance has been downgraded.
Additionally, $179.947 billion has not yet seen its rating lowered
but is currently on CreditWatch negative, indicating a high
likelihood of downgrade.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                   Rating and CreditWatch Actions

                                              Rating
                                              ------
   Transaction                 Class        To      From
   -----------                 -----        --      ----
ACA ABS 2003-2 Ltd             A-1J         BBB-    AAA/Watch Neg
ACA ABS 2003-2 Ltd             A-1SD        AAA     AAA/Watch Neg
ACA ABS 2003-2 Ltd             A-1SU        AAA     AAA/Watch Neg
ACA ABS 2003-2 Ltd             A-2          CCC     A+/Watch Neg
ACA ABS 2003-2 Ltd             A-3          CC      BB/Watch Neg
ACA ABS 2003-2 Ltd             B-F          CC      B/Watch Neg
ACA ABS 2003-2 Ltd             B-V          CC      B/Watch Neg
ACA ABS 2003-2 Ltd             C            CC      CCC/Watch Neg
Cairn Mezz ABS CDO II Ltd      A-1 VFN      AA+     AAA/Watch Neg
Cairn Mezz ABS CDO II Ltd      A-2a         AA-     AAA/Watch Neg
Cairn Mezz ABS CDO II Ltd      A-2b         BBB-    AAA/Watch Neg
Cairn Mezz ABS CDO II Ltd      B-1          BB+     AA/Watch Neg
Cairn Mezz ABS CDO II Ltd      B-2          BB      AA-/Watch Neg
Cairn Mezz ABS CDO II Ltd      C            B+      A/Watch Neg
Cairn Mezz ABS CDO II Ltd      Combo Note   CCC+    BBB
Cairn Mezz ABS CDO II Ltd      D            CCC+    BBB/Watch Neg
Cairn Mezz ABS CDO II Ltd      E            CCC-    BB+/Watch Neg
Cherry Creek CDO I Ltd         A1J          BBB-    AAA/Watch Neg
Cherry Creek CDO I Ltd         A1S          A+      AAA/Watch Neg
Cherry Creek CDO I Ltd         A-2          BB+     AA/Watch Neg
Cherry Creek CDO I Ltd         A-3          B+      BBB/Watch Neg
Cherry Creek CDO I Ltd         B            CCC-    B-/Watch Neg
Coronado CDO Ltd.              B-1          A+      AA
Coronado CDO Ltd.              B-2          A+      AA
Coronado CDO Ltd.              C-1          BBB-    BBB/Watch Neg
Coronado CDO Ltd.              C-2          BBB-    BBB/Watch Neg
Coronado CDO Ltd.              Type II      BBB     BBB/Watch Neg
Dutch Hill Funding II Ltd      A-1          BBB-    AAA/Watch Neg
Dutch Hill Funding II Ltd      A-2          BB+     AAA/Watch Neg
Dutch Hill Funding II Ltd      B            BB-     A/Watch Neg
Dutch Hill Funding II Ltd      C            B-      BB/Watch Neg
Dutch Hill Funding II Ltd      C Loan       B-      BB/Watch Neg
Dutch Hill Funding II Ltd      D-1          CCC+    B/Watch Neg
Dutch Hill Funding II Ltd      D-2          CCC     B-/Watch Neg
Dutch Hill Funding II Ltd      D-3          CCC-    CCC/Watch Neg
Fruitful Harvest SPC Series
2007-2 Cetus 4 Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-3 Lacerta Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-4 Cetus 2 Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-5 Octans 1 Segregated
Portfolio                      A            CC      BB+
Fruitful Harvest SPC Series
2007-7 Scorpius B Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-1 Octans 3 Segregated
Portfolio                      A            CC      BBB-
Fruitful Harvest SPC Series
2007-6 Scorpius A Segregated
Portfolio                      A            CC      BBB-
GSC ABS CDO 2006-2m Ltd.       A1A          AAA     AAA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       A1B          BB+     AAA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       A-2          BB      AAA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       B            CCC     AA/Watch Neg
GSC ABS CDO 2006-2m Ltd.       C            CC      AA-/Watch Neg
GSC ABS CDO 2006-2m Ltd.       D            CC      BBB/Watch Neg
GSC ABS CDO 2006-2m Ltd.       E            CC      CCC/Watch Neg
GSC ABS CDO 2006-2m Ltd.       F            CC      CCC-/Watch Neg
Nautilus RMBS CDO III Ltd      A-1J         A+      AAA/Watch Neg
Nautilus RMBS CDO III Ltd      A-1S         AA+     AAA/Watch Neg
Nautilus RMBS CDO III Ltd      A-2          A-      AA/Watch Neg
Nautilus RMBS CDO III Ltd      A-3F         BBB     A/Watch Neg
Nautilus RMBS CDO III Ltd      A-3V         BBB     A/Watch Neg
Nautilus RMBS CDO III Ltd      B            BB      BBB/Watch Neg
Nautilus RMBS CDO III Ltd      C            BB-     BB/Watch Neg
Northlake CDO I Ltd.           I-A          AA      AAA/Watch Neg
Northlake CDO I Ltd.           II           B       BBB-/Watch Neg
Northlake CDO I Ltd.           III          CC      B-/Watch Neg
Preston CDO I Ltd.             A1J          B-      AAA/Watch Neg
Preston CDO I Ltd.             A1S          B+      AAA/Watch Neg
Preston CDO I Ltd.             A2           CCC+    AA/Watch Neg
Preston CDO I Ltd.             A3           CCC     A/Watch Neg
Preston CDO I Ltd.             B1           CCC-    BBB+/Watch Neg
Preston CDO I Ltd.             B2           CC      BBB/Watch Neg
Preston CDO I Ltd.             X            B+      AAA/Watch Neg
RFC CDO IV Ltd                 A-2          BB+     AAA/Watch Neg
RFC CDO IV Ltd                 A-3          BB-     AAA/Watch Neg
RFC CDO IV Ltd                 B            CCC     AA-/Watch Neg
RFC CDO IV Ltd                 C            CC      A-/Watch Neg
RFC CDO IV Ltd                 D            CC      BBB/Watch Neg
Soter 2007-CRN2 Ltd            Notes        AA+     AAA/Watch Neg
Summer Street 2004-1 Ltd.      A-2          AA      AAA
Summer Street 2004-1 Ltd.      A-3          BBB-    AA/Watch Neg
Summer Street 2004-1 Ltd.      B            BB+     A-/Watch Neg
Summer Street 2004-1 Ltd.      C            CC      BBB/Watch Neg
Summer Street 2004-1 Ltd.      D Inc Nts    CC      BB/Watch Neg

                     Other Outstanding Ratings

     Transaction                          Class        Rating
     -----------                          -----        ------       
     ACA ABS 2003-2, Limited              A-1SW        AAA
     Coronado CDO Ltd.                    A-1          AAA
     Coronado CDO Ltd.                    A-2          AAA
     GSC ABS CDO 2006-2m, Ltd.            G            CC
     Northlake CDO I, Ltd.                I-MM         AAA/A-1+
     Summer Street 2004-1, Ltd.           A-1          AAA


* S&P Reinstates Pre-Jan. 30, 2008 Ratings on 33 RMBS Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its pre-Jan. 30,
2008, ratings on 33 classes of residential mortgage-backed
securities from six transactions and placed them on CreditWatch
with negative implications.
     
These classes were inadvertently included in Standard & Poor's
Jan. 30, 2008, rating actions on U.S. RMBS backed by subprime
mortgage loan collateral.  However, these classes should not have
been included in those actions because of the collateral that
collateralizes them.  With the exception of Citigroup Mortgage
Loan Trust 2006-WF2 which is backed by Alternative-A  mortgage
loans, these classes are secured by fixed-rate loan collateral.
     
Standard & Poor's will perform additional analysis related to
these transactions before taking additional rating actions.   
Therefore, S&P has reinstated the pre-Jan. 30, 2008, ratings on
these classes and placed them on CreditWatch with negative
implications.

        Ratings Reinstated and Placed on CreditWatch Negative

               Citigroup Mortgage Loan Trust 2006-WF2

                                     Rating
                                     ------
      Series      Class          To                     From
      ------      -----          --                     ----
      2006-WF2    M-1            A/Watch Neg            A
      2006-WF2    M-2            BB/Watch Neg           BB
      2006-WF2    M-3            B/Watch Neg            B
   
                 Renaissance Home Equity Loan Trust

                                     Rating
                                     ------
      Series      Class          To                     From
      ------      -----          --                     ----
      2006-1      M-4            A+/Watch Neg           A+
      2006-1      M-5            A/Watch Neg            A
      2006-1      M-6            A-/Watch Neg           A-
      2006-1      M-7            BBB+/Watch Neg         BBB+
      2006-1      M-8            BBB/Watch Neg          BBB
      2006-1      M-9            BBB-/Watch Neg         BBB-
      2006-1      M-10           BBB-/Watch Neg         BBB-  
      2006-2      M-5            A+/Watch Neg           A+
      2006-2      M-6            A/Watch Neg            A
      2006-2      M-7            A-/Watch Neg           A-
      2006-2      M-8            BBB/Watch Neg          BBB
      2006-2      M-9            BBB-/Watch Neg         BBB-
      2006-2      M-10           BBB-/Watch Neg         BBB-
      2006-3      M-4            A+/Watch Neg           A+
      2006-3      M-5            A/Watch Neg            A
      2006-3      M-6            A-/Watch Neg           A-
      2006-3      M-7            BBB+/Watch Neg         BBB+
      2006-3      M-8            BBB/Watch Neg          BBB
      2006-3      M-9            BBB-/Watch Neg         BBB-
      2006-4      M-4            A+/Watch Neg           A+
      2006-4      M-5            A/Watch Neg            A
      2006-4      M-6            BBB+/Watch Neg         BBB+
      2006-4      M-7            BB/Watch Neg           BB
      2006-4      M-8            BB/Watch Neg           BB
      2006-4      M-9            B/Watch Neg            B

                 Soundview Home Loan Trust 2006-WF1

                                       Rating
                                       ------
              Class          To                     From
              -----          --                     ----
              M-4            BBB+/Watch Neg         BBB+
              M-5            BB/Watch Neg           BB
              M-6            BB/Watch Neg           BB
              M-7            B/Watch Neg            B
              M-8            B/Watch Neg            B


* Five Partners Join Chadbourne & Parke-New York and Mexico City
----------------------------------------------------------------
Five attorneys with experience across Latin America will join
Chadbourne & Parke LLP as partners in New York and Mexico City.  
As part of its expansion, Chadbourne plans to open an office
in Mexico City, the firm's first office in Latin America.

Marc Rossell, who concentrates on cross-border capital markets
work, and Oliver Armas, who is a litigator and international
arbitration practitioner, will join Chadbourne & Parke LLP in its
New York office.

Boris Otto, a corporate lawyer, and Luis Enrique Graham, a
litigator and international arbitration practitioner, will also
join Chadbourne & Parke LLP and will be based in Mexico.  Jose
Antonio Chavez, a corporate finance lawyer, will join as a partner
in the Mexican partnership, Chadbourne & Parke, S.C.  The office
in Mexico City is expected to open with approximately
20 attorneys.

"The addition of these new partners to our Latin America practice
and the opening of a Chadbourne office in Mexico provide on the
ground presence to enhance our services to the firms extensive
client base throughout Latin America," Charles K. O'Neill,
Chadbourne's managing partner, said.  "Our new colleagues and
their teams in Mexico City and New York know the marketplace
and will advise our clients on mergers, acquisitions, private
equity, capital markets, and bank and project finance as well as
litigation and arbitration and other matters."

Chadbourne has for more than 20 years been one of the major
international law firms active in Argentina, Brazil, Chile,
Colombia, Mexico, Venezuela and elsewhere in Latin America.  The
firm has served leading Latin American companies and U.S. and
global companies investing in the region in a broad range of
industry sectors through its New York, Washington, Houston and
London offices.

Chadbourne has taken part in many landmark transactions throughout
the region, ranging from mergers and acquisitions, private equity
and capital markets to bank and project finance and
restructurings.  Chadbourne's Latin America practice includes
attorneys fluent in Spanish and Portuguese, well as attorneys
educated and admitted to practice in various Latin American
countries.  They have hands-on knowledge of the local customs,
legal systems and political environments of most countries in the
region.

"We envision Mexico City as a key office in Chadbourne's growing
international network," Allen Miller co-head of Chadbourne's Latin
America Practice Group, commented.  "These five new partners with
significant Latin America practices, together with having a
substantial office in one of the two largest economies in Latin
America, are a major step forward for the firm."

"Our emerging markets private equity practice has experienced
exponential growth in recent years, with transactional work at all
stages from investment to exit," Talbert Navia, co-head of the
practice, added.  "Our presence in Mexico will provide a platform
for our U.S. and global funds that focus on those markets."

                   Details on the New Partners

Marc Rossell, 53, has a broad range of experience in
privatizations and international securities offerings and
compliance, in Latin America, well as international corporate
restructurings, leverage financings and liability management
transactions.

Oliver Armas, 43, has been involved in complex domestic and
international litigation and arbitration cases in New York.  He
has an extensive practice in U.S. federal and state courts, well
as before regulatory agencies.  In 2007, he was the chair of the
International Law and Practice Section of the New York State Bar
Association.

Boris Otto, 37, advises Mexican and foreign companies and
financial institutions on all matters related to financial
transactions.  Mr. Otto also advises clients on all aspects of
corporate organizations, mergers, acquisitions and privatizations,
as well as on debt restructuring for private companies, states and
municipalities, and infrastructure projects.

Luis Enrique Graham, 46, has broad experience in complex civil and
commercial litigation and alternative dispute resolution
procedures, well as extensive experience in bankruptcy-related
matters in Mexico, concurso mercantil.  He is the president of the
Mexican Bar Association and an advisor on international private
law to the Mexican Ministry of Foreign Affairs.

Jose Antonio Chavez, 36, advises Mexican and foreign companies and
financial institutions on all matters related to financial
transactions.  He has worked on securitizations by states and
municipalities backed by federal contributions, well as state and
municipal revenues.

                 About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- provides a full range of legal
services, including mergers and acquisitions, securities,
project finance, private funds, corporate finance, energy,
communications and technology, commercial and products liability
litigation, securities litigation and regulatory enforcement,
special investigations and litigation, intellectual property,
antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, the Middle East and Latin America.  The firm has offices in
New York, Washington, DC, Los Angeles, Houston, London, Moscow,
St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and Beijing.


* Regulator Wants More Disclosure in Mortgage Dealings
------------------------------------------------------
The U.S. Office of the Comptroller of the Currency has compelled
nine major banks to produce monthly reports on their mortgage
loans, Reuters reports.

These banks include:

   -- Bank of America,
   -- First Horizon,
   -- US Bancorp.,
   -- Citi,
   -- Wachovia,
   -- National City,
   -- Wells Fargo,
   -- Chase, and
   -- HSBC.

Comptroller John Dugan will require from them data on
deliquencies, foreclosures, and the banks' measures to change
mortgages.  He says that the information gathered from the banks
will help regulators see the bigger picture concerning the mortage
markets and will help them supervize the banks better, Reuters
relates.

According to The Los Angeles Times, Mr. Dugan also intends to
gather data on home equity loans for 2008.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Ludivino Q. Climaco, Jr., Loyda I.
Nartatez, Philline P. Reluya, Shimero R. Jainga, Joel Anthony G.
Lopez, Tara Marie A. Martin, Melanie C. Pador, Ronald C. Sy, Cecil
R. Villacampa, Ma. Cristina I. Canson, Christopher G. Patalinghug,
Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                    *** End of Transmission ***