TCR_Public/080306.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 6, 2008, Vol. 12, No. 56

                             Headlines

ACA ABS: Eroding Credit Quality Prompts Moody's Rating Downgrades
AES CORP: Defaults on Debt Facilities due to Misrepresentation
AMBAC FINANCIAL: Investors Dislike Recapitalization; Shares Down
AMERICAN NATURAL: June 30 Balance Sheet Upside-Down by $16.2 Mil.
ARCA FUNDING: Moody's Junks Rating on $70 Mil. Senior Notes

ASAT HOLDINGS: Expects 4% Revenue Growth in 2008 Third Quarter
ASSET BACKED: Fitch Puts 'BB+' Rating Under Negative Watch
BANC OF AMERICA: S&P Upgrades Ratings on Eight Classes of Certs.
BELLACH'S LEATHER: Case Summary & 17 Largest Unsecured Creditors
BERRY PLASTICS: B. Scheu Takes Helm at Rigid Closed Top Division  

BGF INDUSTRIES: Inks $75 Mil. Loan Agreement with Various Lenders
BNC MORTGAGE: Fitch Downgrades Ratings on $1.5B Certificates
BUILDERS TRANSPORT: Judge Massey Confirms Joint Liquidation Plan
CATHOLIC CHURCH: Fairbanks Wants Quarles & Brady as Counsel
CATHOLIC CHURCH: Portland Needs No Special Master, Erin Olson Says

CDC MORTGAGE: Eroding Credit Support Cues S&P's Rating Downgrades
CELL THERAPEUTICS: Issues $51 Mil. of 9% Convertible Senior Notes
CHARYS HOLDING: Taps Richards Layton as Bankruptcy Co-Counsel
CHRYSLER LLC: Can Have Unlimited Access to Daimler AG's Technology
CLAYTON STINE: Voluntary Chapter 11 Case Summary

CLEAR CHANNEL: Trial on Sale Funding Dispute Set for April 7
COLLEZIONE EUROPA: Blames Sales Drop to Customers Rhodes, Levitz
COMPTON PETROLEUM: Board Checks Review Plans, Strategic Options
CONSECO INC: Extends Annual Report Filing Deadline to March 17
COUDERT BROTHERS: Dechert Wants to Dip Hands Into Escrowed Fund

COVANTA HOLDING: Earns $72 Million in Quarter Ended December 31
COVENANT CHRISTIAN: Case Summary & 19 Largest Unsecured Creditors
DAYTON SUPERIOR: Completes Refinancing of 10-3/4% Sr. Sec. Notes
DEERFIELD CAPITAL: S&P Chips Rating to B on Weak Capital Position
DELPHI CORP: Gets Exit Financing Proposal from Former Parent GM

DIS DIAGNOSTIC: Case Summary & Eight Largest Unsecured Creditors
DOV PHARMACEUTICAL: Reduces Monthly Payments and Office Lease Term
DRESSER-RAND: Earnings Rise to $44MM in Quarter Ended December 31
ELF SPECIAL: S&P Lifts Rating on $462.5 Mil. Senior Notes to 'B+'
ENECO INC: Creditors Want Case Dismissed or Converted to Chapter 7

ENVIRONMENTAL TECTONICS: AMEX Agrees to Review Delisting
ENVIROSOLUTIONS HOLDINGS: Moody's Junks Ratings on Risk of Default
ENVIROSOLUTIONS: S&P Junks 'B-' Ratings on Covenant Violations
EXIDE TECHNOLOGIES: Moody's Sees Positive Outlook for Caa1 Rating
FIELDSTONE MORTGAGE: U.S. Trustee Appeals Retention Payments

FIRST FRANKLIN: Fitch Rates $13.8MM Class B-4 Certificates BB+
FIRST FRANKLIN: Fitch Lowers Ratings on $7.2 Billion Certificates
FOCUS CAPITAL: To Liquidate After Missing Banks' Margin Calls
FORTUNOFF: Gets Final OK to USE BoFA's $85 Million DIP Facility
FORTUNOFF: Can Use Lenders' Cash Collateral on Final Basis

FORTUNOFF: Committee Selects Otterbourg Steindler as Counsel
FORTUNOFF: Creditors' Panel Taps Cohen Tauber as Special Counsel
FREMONT GENERAL: S&P Slashes Rating to 'CC' on Covenant Default
FREMONT INVESTMENT: S&P Removes Company From Select Servicer List
GENERAL MOTORS: Offers Additional Exit Financing to Delphi Corp.

GENERAL MOTORS: Key Supplier Labor Strike Affects More GM Plants
GENESCO INC: Terminates Finish Line-Merger and Settles Dispute
GENESCO INC: S&P Holds B+ Rating on Finish Line Merger Termination
HOME EQUITY: S&P Ratings on Class B-2 Tumbles to 'D' From 'CCC'
IMAGING SPECIALISTS: Case Summary & 20 Largest Unsecured Creditors

INDIANTOWN COGENERATION: Fitch Holds 'BB' Rating on $505MM Bonds
INDYMAC HOME: Moody's Reviews 19 Tranches' Ratings for Likely Cuts
INERGY LP: Buys Retail Division of Farm & Home from Buckeye
INERGY LP: Purchase Agreements Will Not Affect S&P's 'BB-' Rating
INGEAR CORP: U.S. Trustee Appoints Five-Member Creditors Panel

INGEAR CORP: Wants to Hire Perkins Coie as Bankruptcy Counsel
INVERNESS MEDICAL: Incurs $12.5 Mil. Net Loss for 2007 Fourth Qtr.
INVERNESS MEDICAL: In Talks with Lenders to Amend Matria Deal
JD INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
JOHNSON ENTERPRISES: Case Summary & Largest Unsecured Creditor

JOSEPH MARTINO: Case Summary & Nine Largest Unsecured Creditors
JP MORGAN: Fitch Chips Ratings on $1.1 Billion Certificates
LEHMAN BROTHERS: Fitch Assigns 'BB' Rating on Two Cert. Classes
LEVITT AND SONS: Depositors Panel Wants to Validate Florida Claims
LOCHMOOR CLUB: Voluntary Chapter 11 Case Summary

LODGENET INTERACTIVE: Inks New Rights Agreement with Computershare
LOUISIANA WORSHIP: To Sell Grand Palace Hotel on April 17
MALLIE HUNT ADAMS: Voluntary Chapter 11 Case Summary
MATRIA HEALTHCARE: Buyer in Talks to Restructure Acquisition Offer
MEDIACOM COMMS: Moody's Holds 'B1' Ratings on High Financial Risk

MEDICURE INC: To Dismiss 50 Employees, Consultants Next Month
MERRILL LYNCH: S&P Junks Ratings on Two Classes of Certs.
MH 7 PROPERTIES: Section 341(a) Meeting Scheduled for March 18
MKW RANCH: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: S&P's Junks Rating on Class B-3 Certificates

NASDAQ OMX: Inks $2.075 Billion Senior Secured Loan Agreement
NASDAQ OMX: Completes Offering of $425 Mil. of Convertible Notes
NAVIGATORS CARSON'S: Case Summary & List of Unsecured Creditors
NEUMANN HOMES: Clublands Sale Bidding Procedure Approved
NEW YORK RACING: Obtains Court Approval to Sell Ancillary Property

OSCEOLA RIDGE: Case Summary & 52 Largest Unsecured Creditors
OWNIT MORTGAGE: Declining Credit Support Prompts S&P's Rating Cuts
PACIFIC LUMBER: Court Approves Panel's Disclosure Statement
PACIFIC LUMBER: Court Approves $3 Settlement of Qui Tam Claims
PDL BIOPHARMA: Abandons Sale; Plans to Lay Off 260 More Workers

PDL BIOPHARMA: Posts $21.1M Loss for Full Year Ended Dec. 31
PERFORMANCE TRANS: Court Approves Protocol to Sell All Assets
PERFORMANCE TRANS: Bonus Program for Non-Exec Workers Approved
PETRO ACQUISITIONS: Village Pantry Buys AmeriStop Market Stores
PFP HOLDINGS: Asks Court to OK Use of Lenders' Cash Collateral

PGT INC: Reduces Workforce by 17% as Restructuring Measure
PIKE NURSERY: 16 Locations Sold to Armstrong Garden for $5.2 Mil.
PIKE NURSERY: Wholesale Inventory and Locations Sold to 3 Buyers
PILOT MOUNTAIN: Voluntary Chapter 11 Case Summary
PINNACLE ENT: Posts $19 Mil. Net Loss in Quarter Ended December 31

PLAINS EXPLORATION: Sells Oil Interests in Permian and Piceance
PMB HYDRA-SCREW: Case Summary & List of 20 Unsecured Creditors
QUEBECOR WORLD: WEB Printing Backs Printing Suppliers' Objections
QUEBECOR WORLD: Reaches Settlement with Utility Providers
QUEBECOR WORLD: Wants Banc of America Aircraft Lease Rejected

QUEBECOR WORLD: Flint Group, et al., Balk at $1 Bil. DIP Facility
R&B CONSTRUCTION: Sec. 341(a) Creditors' Meeting Set for Mar. 14
RASC SERIES: Class B Certs. Acquire S&P's Junk Rating
RED MILE: Simon Price Takes Over as President Effective March 1
RELIANT ENERGY: S&P Upgrades Rating on Debt Facilities to 'BB-'

RENAISSANCE HOME: S&P Rating on Class B Tumbles to 'D' From 'CCC'
RITCHIE (IRELAND): Court Refuses to Review Case Against Coventry
RUSSELL SMITH: Voluntary Chapter 11 Case Summary
RYAN'S RIDGE: Case Summary & Four Largest Unsecured Creditors
SALOMON BROTHERS: S&P Junks Rating on Class B-2 Certs. From 'BB'

SASCO: Fitch Chips Ratings on $3.5 Billion Certificates
SATCON TECHNOLOGY: Secures $10 Million Revolving Credit Facility
SIMPLON BALLPARK: Voluntary Chapter 11 Case Summary
SIRIUS SATELLITE: S&P Puts 'CCC+' Ratings on Developing Watch
SIRVA INC: Agrees with Creditors on Prepetition Claims Payment

SIRVA INC: Court Approves Hiring of Kirkland & Ellis as Attorney
SIRVA INC: Court Approves Motion to Hire E&Y as Accountant
SIRVA INC: Court Okays Motion to Reject Devens, Bridgewater Leases
SLM CORP: Moody's Pares Preferred Stock Rating to 'Ba1' From Baa3
SMART MODULAR: Completes $20 Million Buyout of Adtron Corporation

SOCIETE GENERALE: Fitch Junks Ratings on Six Certificate Classes
SOLUTIA INC: Flexsys Unit Raises Prices to Ensure Reinvestment
SOLUTIA INC: Settlement Gives GE Betz $255,575 in Allowed Claim
SOLUTIA INC: To Issue 7,450,000 Shares For Employee Plans
STRADA 315: Seeks Court Nod on Using Law Firm's Cash Collateral

STRADA 315: Section 341(a) Creditors' Meeting Set for March 20
STRADA 315: Gets Interim Nod to Employ Genovese Joblove as Counsel
SUN COAST: Court Approves $19.8 Mil. Asset Sale to Largo Medical
TERAVICTA TECHNOLOGIES: Files Chapter 7, Lays Off 50 Workers
THORNBURG MORTGAGE: Fitch Rates $1.983MM Class B5 Certs. 'B'

TLC VISION: Completes Amendments to $110 Million Credit Facility
TOWERS OF CHANNELSIDE: U.S. Trustee Forms 5-Member Creditors Panel
TWEETER HOME: Court Extends Plan-Filing Exclusive Period to June 5
US AIRWAYS: Resolves Dispute with Boston City By Paying $1,880,000
US AIRWAYS: Gets Approval to Modify Agreements with United

US AIRWAYS: Employees Wants Management to Address Labor Issues
US AIRWAYS: Various Entities Disclose Ownership of Interest
UTGR INC: Weak Credit Metrics Spurs S&P's Rating Downgrade to 'B-'
VALEANT PHARMA: To Restate Financial Statements Due to Errors
VALLEJO CITY: Council Approves Plans to Avoid Bankruptcy

VONAGE HOLDINGS: May Modify Terms of $253 Million Convertible Debt
WELLS FARGO: Fitch Downgrades Ratings on $536.8MM Certificates
WESTWAYS FUNDING: Moody's Reviews Nine Note Ratings for Downgrade
XM SATELLITE: S&P Puts 'CCC+' Ratings on CreditWatch Developing
ZIFF DAVIS: Files Chapter 11 Protection in New York

ZIFF DAVIS: Case Summary & 30 Largest Unsecured Creditors

* Moody's Sees Inauspicious Recovery of CDO Performance in 2008
* Moody's Reports on Refunding Risks for Speculative-Grade Issuers
* S&P Downgrades 52 Tranches' Ratings From 11 Cash Flows and CDOs
* Fitch Believes Airport Credit Quality Will Remain Stable in 2008
* Fitch Says Increase in Loans Drove US CDO Delinquencies Up

* February Bankruptcy Filings Rise 28% Compared to Last Year

* Beard Group's Cross-Border Insolvencies Audio Primer

* Fulbright & Jaworski Selects Eleven Lawyers to Join Partnership

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

                             *********

ACA ABS: Eroding Credit Quality Prompts Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by ACA ABS 2007-2, Ltd., and left on review for
possible further rating action the rating of one of these classes
of notes.  The notes affected by this rating action are:

Class Description: Up to $375,000,000 Class A1 S Variable Funding
Senior Secured Floating Rate Notes due July 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B3, on review with future direction uncertain

Class Description: $60,000,000 Class A1 M Senior Secured Floating
Rate Notes due July 2045

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

Class Description: $150,000,000 Class A1 J Senior Secured Floating
Rate Notes due July 2045

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

Class Description: $40,000,000 Class A2 Senior Secured Floating
Bate Notes due July 2045

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

Class Description: $40,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes due July 2045

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

Class Description: $42,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes due July 2045

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

Class Description: $8,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes due July 2045

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Oct. 16,
2007, as reported by the Trustee, of an event of default caused by
a failure of the Senior Credit Test to be satisfied, as set forth
in Section 5.1(h) of the Indenture dated June 28, 2007.  This
event of default is still continuing. ACA ABS 2007-2, Ltd. is a
collateralized debt obligation backed primarily by a portfolio of
RMBS securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard the Trustee reports that a majority of the Controlling
Class has declared the outstanding Class A1S Funded Amount and the
principal of the Notes to be immediately due and payable.   
Furthermore, according to the Trustee, holders of a majority of
the Controlling Class have directed the Trustee to direct the
disposition of the Collateral in accordance with relevant
provisions of the transaction documents.

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


AES CORP: Defaults on Debt Facilities due to Misrepresentation
--------------------------------------------------------------
The AES Corporation is in default under its senior secured credit
facility and its senior unsecured credit facility due to a breach
of representation related to its financial statements as set forth
in the credit agreements.  

As a result, $200 million of the debt under the company's senior
secured credit facility will be classified as current on the
balance sheet as of Dec. 31, 2007.  There are no outstanding
borrowings under the senior unsecured facility.

The company will seek a waiver of these defaults from its lenders
under these facilities.  The company may not borrow additional
funds under either of these facilities until it obtains the
waiver.

The company would delay the filing of its 2007 Annual Report on
Form 10-K with the Securities and Exchange Commission.  The
company discloses that it is still preparing its financial
statements as a result of its efforts to remediate the disclosed
material weaknesses.

In addition, the company relates that financial statements for the
years ended Dec. 31, 2005, and 2006, of the company's independent
registered public accounting firm, Deloitte & Touche LLP, could no
longer be relied upon.

Although the company provides no assurance that it will able to
file its 2007 Form 10-K within the 15 calendar day extension
period it relates that the Form 10-K will be filed within the
extension period.

                       About AES Corporation

AES Corporation -- http://www.aes.com/-- a global power company,
operates in South America, Europe, Africa, Asia and the Caribbean
countries.  Generating 44,000 megawatts of electricity through 124
power facilities, the company delivers electricity through 15
distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.

                           *   *   *

As reported in the Troubled Company Reporter on Nov. 21, 2007,
the. (AES: B1 Corporate Family Rating) has completed its
offer to purchase up to $1.24 billion of outstanding senior notes.  
While no ratings changed as a result, the LGD point estimate on
its senior secured credit facilities were revised to LGD 1, 2%,
from LGD 1, 3%, its second priority secured notes to LGD 3, 38%
from LGD 3, 41% and its senior unsecured notes to LGD 4, 53% from
LGD 4, 57%.


AMBAC FINANCIAL: Investors Dislike Recapitalization; Shares Down
----------------------------------------------------------------
Investors are disappointed about Ambac Financial Group Inc.'s
plans to receive fresh capital infusion from key banks, as
reflected in the dip of Ambac's shares by 19% to $8.70, various
reports indicate.

Investors apparently are displeased by major banks not helping out
Ambac, instead letting the monoline insurer raise capital on its
own, Reuters says.  As reported in the Troubled Company Reporter
on Feb. 25, 2008, Ambac anticipated a proposed $3 billion
financing deal offered by various banks.  The deal, endorsed and
largely drafted by New York insurance regulator, proposed to raise
equity of $2.5 billion and issue debt of $500 million.

People familiar with the issue told Reuters that it was willing to
accept the $3 billion financing from the banks -- until the rating
agencies advised against it.  "It looks like (banks) had a close
look at what was going on at Ambac, and they backed away.  Things
may be bad there," Reuters quotes investor Peter Kovalski as
saying.

Out of an issuance of $1 billion of common stock and $500 million
of equity units, Ambac found only a $1 billion demand for its
shares, a person familiar with the issue told Reuters.

As reported in the Troubled Company Reporter on March 5, 2008,
Ambac disclosed that it has no intention to split itself into
two, opting instead to embrace new capital to preserve its bond
insurance business.  It rejected a proposal that plans to separate
its municipal bond business with its structured finance business.  
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.

                      About Ambac Financial

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

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

                           *    *    *

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

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


AMERICAN NATURAL: June 30 Balance Sheet Upside-Down by $16.2 Mil.
-----------------------------------------------------------------
American Natural Energy Corp.'s consolidated balance sheet at
June 30, 2007, showed $6,812,673 in total assets and $23,010,682
in total liabilities, resulting in a $16,198,009 total
stockholders' deficit.

At June 30, 2007, the company's consolidated financial statements
also showed strained liquidity with $2,996,884 in total current
assets available to pay $21,265,899 in total current liabilities.

The company reported a net loss of $1,448,682 on revenues of
$338,490 for the second quarter ended June 30, 2007, compared with
a net loss of $1,009,540 on revenues of $415,756 in the same
period ended June 30, 2006.

Total expenses were $1.8 million for the three months ended
June 30, 2007, compared with total expenses of $1.5 million for
the three months ended June 30, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?28bb

                       Going Concern Doubt

Malone & Bailey PC, in Houston, expressed substantial doubt about
American Natural Energy Corp.'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  
reported that the company has incurred substantial losses during
2006, has a working capital deficiency and an accumulated deficit
at Dec. 31, 2006, and is in default with respect to certain
debenture obligations.

                      About American Natural

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSX
Venture: ANR.U) -- http://www.annrg.com/-- was formed in January    
2001 to focus on the acquisition, development and exploitation of
oil and natural gas reserves.  ANEC's objective is to grow an oil
and natural gas reserve base through development, exploitation and
exploration drilling within the current and future boundaries of
its St. Charles Parish, Louisiana properties, including its
ExxonMobil Joint Development area.


ARCA FUNDING: Moody's Junks Rating on $70 Mil. Senior Notes
-----------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Arca Funding 2006-II, Ltd.  The notes affected by
the rating action are:

Class Description: $70,000,000 Class II Funded Senior Notes Due
2047

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

Class Description: $56,000,000 Class III Funded Senior Notes Due
2047

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

Class Description: $28,500,000 Class IV-A Funded Mezzanine
Deferrable Notes Due 2047

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

Class Description: $11,000,000 Class IV-B Funded Mezzanine
Variable Notes Due 2047

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

Class Description: $36,500,000 Class V Funded Mezzanine Deferrable
Notes Due 2047

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

Class Description: $7,000,000 Class VI Funded Mezzanine Deferrable
Notes Due 2047

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

Class Description: $10,000,000 Class VII Funded Mezzanine
Deferrable Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Feb. 21, 2008, of an event of default caused by
the Class I Par Value Coverage Ratio falling below 100% pursuant
Section 5.1(j) of the Indenture dated Dec. 19, 2006.  This event
of default is still continuing. Arca Funding 2006-II, Ltd. is a
collateralized debt obligation backed primarily by a portfolio of
Structured Finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain parties
to the transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard the Trustee reports that the
Controlling Class has directed the Trustee to accelerate the notes
and to proceed with the sale and liquidation of the Collateral.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.


ASAT HOLDINGS: Expects 4% Revenue Growth in 2008 Third Quarter
--------------------------------------------------------------
ASAT Holdings Limited expects revenue for the third quarter ended
Jan. 31, 2008 of approximately $41.7 million, representing an
increase of approximately 4% above second quarter fiscal 2008
revenue of $40.2 million.  It is also above the guidance the
company provided on Jan. 14, 2008 that said revenue will be in
line with the prior quarter.

The company's board of directors has approved a compensation award
to its acting chief executive in the form of a warrant exercisable
for an aggregate of up to 41.8 million ordinary shares at an
exercise price of $0.01 per share, subject to certain adjustments.

The warrant is exercisable with respect to 20.6 million ordinary
shares immediately, with the remainder subject to certain vesting
or performance criteria.

Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

                          *     *     *

Standard & Poor's placed ASAT Holdings Limited's long-term foreign
and local issuer credit ratings at 'CCC-' in September 2007.  The
outlook is negative.


ASSET BACKED: Fitch Puts 'BB+' Rating Under Negative Watch
----------------------------------------------------------
Fitch Ratings has taken rating actions on two Asset Backed Funding
Corp. mortgage pass-through certificate transactions.  In one
rating action, $1.7 billion was placed on Rating Watch Negative.

ABFC 2007-WMC1
  -- $615.6 million class A-1A rated 'AAA', placed on Rating Watch
     Negative;

  -- $104.0 million class A-1B rated 'AAA', placed on Rating Watch
     Negative;

  -- $300.8 million class A-2A rated 'AAA', placed on Rating Watch
     Negative;

  -- $74.6 million class A-2B rated 'AAA', placed on Rating Watch
     Negative;

  -- $42.6 million class M-1 rated 'AA+', placed on Rating Watch
     Negative;
  -- $42.6 million class M-2 rated 'AA', placed on Rating Watch
     Negative;

  -- $58.4 million class M-3 rated 'AA-', placed on Rating Watch
     Negative;

  -- $36.3 million class M-4 rated 'A+', placed on Rating Watch
     Negative;

  -- $36.3 million class M-5 rated 'A', placed on Rating Watch
     Negative;

  -- $26.0 million class M-6 rated 'A-', placed on Rating Watch
     Negative;

  -- $21.3 million class M-7 rated 'BBB+', placed on Rating Watch
     Negative;

  -- $19.7 million class M-8 rated 'BBB', placed on Rating Watch
     Negative;

  -- $22.1 million class M-9 rated 'BBB-', placed on Rating Watch
     Negative;
  -- $30.8 million class B-1 rated 'BB+', placed on Rating Watch
     Negative.

Deal Summary
  -- Originators: 100% WMC Mortgage Corp.;
  -- 60+ day Delinquency: 7.06%;
  -- Realized Losses to date (% of Original Balance): 0.00%.

ABFC 2007-NC1
  -- $144.4 million class A-1 rated 'AAA', placed on Rating Watch
     Negative;

  -- $58.3 million class A-2 rated 'AAA', placed on Rating Watch
     Negative;

  -- $15.2 million class M-1 rated 'AA+', placed on Rating Watch
     Negative;

  -- $14.4 million class M-2 rated 'AA', placed on Rating Watch
     Negative;

  -- $8.7 million class M-3 rated 'AA-', placed on Rating Watch
     Negative;

  -- $7.8 million class M-4 rated 'A+', placed on Rating Watch
     Negative;

  -- $8.2 million class M-5 rated 'A', placed on Rating Watch
     Negative;

  -- $7.5 million class M-6 rated 'A-', placed on Rating Watch
     Negative;

  -- $7.7 million class M-7 rated 'BBB+', placed on Rating Watch
     Negative;

  -- $4.7 million class M-8 rated 'BBB', placed on Rating Watch
     Negative;

  -- $4.7 million class M-9 rated 'BBB-', placed on Rating Watch
     Negative.

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 13.91%;
  -- Realized Losses to date (% of Original Balance): 0.22%.

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.


BANC OF AMERICA: S&P Upgrades Ratings on Eight Classes of Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from Banc
of America Large Loan Inc.'s series 2006-BIX1.  Concurrently, S&P
affirmed its ratings on the class K and L certificates and removed
them from CreditWatch with negative implications, where they were
placed on Jan. 31, 2008.  In addition, S&P affirmed its ratings on
15 other classes from this series.
     
The upgrades and affirmations reflect increased credit enhancement
levels resulting from loan payoffs and follow Standard & Poor's
analysis of the remaining loans in the pool.
     
S&P affirmed the ratings on the class K and L certificates and
removed them from CreditWatch with negative implications following
its analysis of the Bassett Place Mall and Ballantyne Village
loans.  These loans were transferred to the special servicer in
January 2008 and are described in detail below.   
     
As of the Feb. 15, 2008, remittance report, the trust collateral
consisted of the senior participation interests in 10 floating-
rate, interest-only mortgage loans, one floating-rate, interest-
only whole-mortgage loan, and two interest-only floating-rate pari
passu mortgage loans.  All of the loans are indexed to one-month
LIBOR.  The pool balance has declined 53% to $537.4 million since
issuance.  All of the remaining loans have maturities in 2008,
with extension options remaining.  To date, the trust has
experienced no losses.  The master servicer, Bank of America N.A.,
has indicated that since the remittance report date, one of the
remaining loans, Midtown Centre, with a pooled trust balance of
$26.0 million (5%) and a nonpooled balance of $2.0 million, has
paid in full.  The nonpooled balance provides 100% of the cash
flows for the M-MC certificates.
     
The 'CP' and 'CA' raked certificates derive 100% of their cash
flows from the CarrAmerica  Pool 3 National portfolio and
CarrAmerica  Pool 2 CAR portfolio loans, respectively.  The
leverage of both loans decreased following collateral releases
since issuance, which contributed to the upgrades of most of the
raked certificates.
     
The largest loan in the pool, CarrAmerica  Pool 3 National
portfolio, has a whole-loan balance of $694.4 million consisting
of a $491.8 million senior participation that is split into three
pari passu pieces and a $202.6 million junior participation that
is held outside the trust.  The senior participation is further
divided into two portions: a senior pooled component totaling
$434.1 million and a subordinate nonpooled component with a
balance of $57.7 million.  The trust's portion of the pooled
balance is $173.6 million (32%), and its portion of the nonpooled
balance is $23.1 million, which is raked to the J-CP, K-CP, and L-
CP certificates.  In addition, the borrower's equity interests in
the properties secure a $217.9 million mezzanine loan.  The trust
balance reflects $431.1 million in paydowns since issuance due to
collateral releases.
     
The remaining collateral securing the largest loan includes fee
and/or leasehold interests in a portfolio of 23 suburban office
properties and a pledge of refinance and sale proceeds on 14 joint
venture or wholly owned office properties in various locations.   
The master servicer reported a debt service coverage of 2.34x for
the nine months ended Sept. 30, 2007, and 85% occupancy for the
year ended Dec. 31, 2007.  Standard & Poor's adjusted net cash
flow for the remaining properties has increased 8% since issuance.   
The loan matures August 2008 and has three one-year extension
options remaining.  
     
The ninth-largest loan in the pool, CarrAmerica  Pool 2 CAR
portfolio, has a whole-loan balance of $82.0 million consisting of
a $59.2 million senior participation that is split into three pari
passu pieces and a $22.8 million junior participation that is held
outside the trust.  The senior participation is further divided
into two portions: a senior pooled component totaling
$50.7 million and a subordinate nonpooled component with a balance
of $8.5 million.  The trust's portion of the pooled balance is
$20.3 million (4%), and its portion of the nonpooled balance is
$3.4 million, which is raked to the J-CA, K-CA, and L-CA
certificates.  In addition, the borrower's equity interests in the
properties secure a $21.6 million mezzanine loan.  The trust
balance reflects paydowns of $66.2 million since issuance due to
collateral releases.
     
The remaining collateral securing the ninth-largest loan includes
fee interests in four suburban office properties in Austin, Texas,
and Mountain View and San Mateo, California.  The master servicer
reported a DSC of 2.13x for the six months ended June 30, 2007,
and 89% occupancy for the year ended Dec. 31, 2007.  Standard &
Poor's adjusted NCF for the remaining properties has decreased 19%
since issuance.  The loan matures in August 2008 and has three
one-year extension options remaining.  This resulting valuation
decline was offset by the deleveraging of the loan, as releases
occurred at a premium to the allocated loan amount ranging from
110% to 115%.
     
Details concerning the two loans with the special servicer are:

  -- The Bassett Place Mall, the sixth-largest loan in the pool,
     with a trust balance of $35.0 million (7%) and a whole-loan
     balance of $60.4 million, was transferred to the special
     servicer, Bank of America N.A., on Jan. 10, 2008, after it
     failed to meet its 1.03x DSC hurdle test to extend its
     Jan. 4, 2008, maturity date.  The loan is secured by 507,000
     sq. ft. of a 590,100-sq.-ft. regional retail center in El
     Paso, Texas.  The special servicer is currently working out
     certain terms with the borrower to resolve the default.  
     Standard & Poor's incorporated the borrower's full-year 2007
     property financial performance information and occupancy of
     93% from the January 2008 rent roll into its analysis to
     derive a valuation that has declined 7% since issuance.

  -- Ballantyne Village, the seventh-largest loan in the pool, has
     a trust balance of $31.5 million (6%) and whole-loan balance
     of $50.0 million.  The loan, secured by a 166,000-sq.-ft.
     class A lifestyle center in Charlotte, North Carolina, was
     transferred to the special servicer on Jan. 25, 2008.  The
     loan was transferred after the borrower submitted a request
     to restructure the loan due to a decline in cash flow
     resulting from two of the largest tenants not making their
     rental payments.  The borrower has remained current on its
     debt service payments.  Standard & Poor's used the borrower's
     operating statements for the nine months ended Sept. 30,
     2007, and fourth-quarter 2007 budget information, as well as
     the November 2007 94% occupancy data for the property, to
     arrive at a valuation that has declined 14% since issuance.  
     
Despite the declines, the valuations of the specially serviced
assets still support the outstanding ratings.  Standard & Poor's
will continue to monitor the resolution process to determine if
future rating action is warranted.  Any workout or special
servicing fees will be first absorbed by the junior participation
interest.
     
The fourth-largest loan in the pool, Desert Sky Mall, is on the
master servicer's watchlist.  The loan, secured by 444,600 sq. ft.
of an 890,400-sq.-ft. enclosed regional mall in Phoenix, Arizona,
has a trust balance of $40.0 million (7%) and a whole-loan balance
of $51.5 million.  For the year ended Dec. 31, 2007, reported DSC
was 2.21x and occupancy was 96%.  Standard & Poor's adjusted NCF
was comparable to its level at issuance.  The master servicer
placed this loan on its watchlist because of its March 2008
maturity date.  The borrower intends to exercise one of the three
one-year extension options.

                          Ratings Raised
   
                 Banc of America Large Loan Inc.
  Commercial mortgage pass-through certificates series 2006-BIX1

                     Rating
                     ------
           Class  To       From       Credit enhancement
           -----  --       ----       ------------------
           C      AAA      AA+               36.76%
           D      AAA      AA                28.87%
           E      AA+      AA-               23.60%
           J-CP   A+       BBB                 N/A
           K-CP   A-       BBB-                N/A
           L-CP   BBB      BB+                 N/A
           J-CA   BBB      BBB-                N/A
           K-CA   BBB-     BB+                 N/A
  
      Ratings Affirmed and Removed From CreditWatch Negative

                Banc of America Large Loan Inc.
   Commercial mortgage pass-through certificates series 2006-BIX1

                     Rating
                     ------
           Class  To       From           Credit enhancement
           -----  --       ----           ------------------
           K      BBB      BBB/Watch Neg         3.52%
           L      BBB-     BBB-/Watch Neg         N/A
    
                         Ratings Affirmed
   
                Banc of America Large Loan Inc.
  Commercial mortgage pass-through certificates series 2006-BIX1

            Class       Rating      Credit enhancement
            -----       ------      ------------------
            A-1         AAA                  89.17%
            A-2         AAA                  47.60%
            B           AAA                  44.80%
            F           A+                   18.34%
            G           A                    13.08%
            H           A-                    7.82%
            J           BBB+                  5.72%
            L-CA        BB+                    N/A
            M-MC        BB+                    N/A
            X-1A        AAA                    N/A
            X-1B        AAA                    N/A
            X-2         AAA                    N/A
            X-3         AAA                    N/A
            X-4         AAA                    N/A
            X-5         AAA                    N/A

                        N/A  Not applicable.


BELLACH'S LEATHER: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bellach's Leather For Living Inc.
        aka Bellach's Leather Furniture
        P.O. Box 1336
        Belvedere, CA 94920

Bankruptcy Case No.: 08-10362

Chapter 11 Petition Date: March 3, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th Street
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  DChandler1747@yahoo.com

Total Assets: $1,596,000

Total Debts: $4,006,624

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Palliser Furniture Corp.                           $190,803
P.O. Box 277165
Atlanta, GA 30384-7165

American Leather                                   $143,310
4501 Mountain Creek Pkwy.
Dallas, TX 75236

Elite Leather Co.                                  $100,548
P.O. Box 30898
Los Angeles, CA 90030-0898

Sofa Art Ltd.                                      $72,560

Calia America LLC                                 $71,914

American Upholstery                                $13,163

Natuzzi Americas Inc.                             $58,045

AT&T                                               $46,398

KRON - TV                                          $45,721

Sacramento Bee/Steven Cribb      advertising       $37,126

San Franciso Chronicle                             $35,100

Five Star Plaza O6 A, LLC                          $32,000

Gamma Arredamenti Int'l Spa                        $19,494

KMAX-TV/Steven Cribb, Atty       advertising       $17,433

Hubbel & Associates                                $16,216

Marquis Collection Inc.                           $11,827

KFOG - FM                                          $10,705

San Jose Mercury News                              $8,817

Storis Management Systems                          $13,284

W. Schillig USA                                    $9,351


BERRY PLASTICS: B. Scheu Takes Helm at Rigid Closed Top Division  
----------------------------------------------------------------
Berry Plastics Corp. announced on March 3, 2008 an organizational
change involving one of its operating segments.  Ben Scheu has
accepted the role of president of Rigid Closed Top Division.  
Randy Hobson, who formerly served as president of Rigid Closed Top
Division, has assumed the corporate role of executive vice
president for Commercial Development.

The company did not provide any additional information.

                       About Berry Plastics

Headquartered in Evansville, Nebraska, Berry Plastics Corporation
-- http://www.berryplastics.com/ -- is a manufacturer and
supplier of a diverse mix of rigid plastics packaging products
focusing on the open top container, closure, aerosol overcap,
drink cup and housewares markets.  The company sells a broad
product line to over 12,000 customers.  Berry Plastics
concentrates on manufacturing high quality, value-added products
sold to marketers of institutional and consumer products.  In
2004, the company created its international division as a separate
operating and reporting division to increase sales and improve
service to international customers utilizing existing resources.
The international segment includes the company's foreign
facilities and business from domestic facilities that is shipped
or billed to foreign locations.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2008,
Moody's Investors Service affirmed the B3 Corporate Family Rating
of Berry Plastics Corporation and downgraded certain instrument
ratings.  The outlook is stable.  


BGF INDUSTRIES: Inks $75 Mil. Loan Agreement with Various Lenders
-----------------------------------------------------------------
BGF Industries Inc. entered into a Loan Agreement on Feb. 26, 2008
with various lenders and NATIXIS, acting through its New York
office, as administrative agent for itself and on behalf of the
Lenders.

The Loan Agreement provides for a credit facility of $75.0 million
consisting of a $25.0 million revolving credit facility, a
$27.5 million term A loan and a $22.5 million term B loan.

Proceeds from the Loan Agreement will be used to provide for the
working capital needs of the company and to redeem the company's
10 1/4% Senior Subordinated Notes due 2009 on March 27, 2008.  No
indebtedness is currently outstanding under the Facility.

On the Agreement Date, the company issued a redemption notice to
the Bank of New York Mellon, as trustee, with respect to the
company's election to redeem all outstanding Notes on March 27,
2008.  

The credit facility is guaranteed by BGF Services Inc., NVH Inc.
and Glass Holdings LLC.  Additionally, all amounts outstanding
under the credit facility and the guarantees thereof are secured
by a first lien on substantially all of the assets of the company
and the Guarantors.

The Loan Agreement contains customary representations and
warranties and various affirmative and negative covenants such as
limitations on the incurrence of additional debt; limitations on
the incurrence of liens; restrictions on investments and
acquisitions; restrictions on the sale of assets; restrictions on
the payment of dividends or make other distributions; and
restrictions on the repurchase or redemption of stock.

The Loan Agreement also includes customary events of default,
including but not limited to: nonpayment of principal, interest or
other fees or amounts; incorrectness of representations and
warranties in any material respect; violations of covenants;
bankruptcy; material judgment; ERISA events; invalidity of
provisions of or liens created under guarantees or security
documents; and change of control.

A full-text copy of the Loan Agreement is available for free at:

               http://researcharchives.com/t/s?28bc

                       About BGF Industries

Headquartered in Greensboro, North Carolina, BGF Industries Inc.,
a wholly owned subsidiary of NVH Inc. -- http://www.bgf.com/--
focuses on the production of value-added specialty woven fabrics,
non-woven fabrics and parts made from glass, carbon, and aramid
yarns.  The company's products are a critical component in the
production of a variety of electronic, filtration, composite,
insulation, protective, construction and commercial products.  The
company's glass fiber fabrics are used in printed circuit boards,
which are integral to virtually all advanced electronic products,
including computers and cellular telephones.  The company's
products are also used to strengthen, insulate and enhance the
dimensional stability of hundreds of products that they make for
their own customers in various markets, including aerospace,
transportation, construction, power generation and oil refining.

                           *     *     *

BGF Industries Inc. still carries Moody's Investors Service's
"Caa2" corporate family rating assigned on Nov. 24, 2004.  Outlook
is Negative.


BNC MORTGAGE: Fitch Downgrades Ratings on $1.5B Certificates
------------------------------------------------------------
Fitch Ratings has taken rating actions on BNC mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $400.1 million and downgrades total
$1.5 billion.  Additionally, $469.6 million was placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

BNC Mortgage Loan Trust, series 2007-1
  -- $366.2 million class A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.76, LCR: 1.24);

  -- $149.7 million class A2 affirmed at 'AAA',
     (BL: 70.74, LCR: 2.32);

  -- $35.3 million class A3 affirmed at 'AAA',
     (BL: 62.19, LCR: 2.04);

  -- $73.9 million class A4 downgraded to 'A' from 'AAA', remains
     on Rating Watch Negative (BL: 44.50, LCR: 1.46);

  -- $29.6 million class A5 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 37.84, LCR: 1.24);

  -- $44.9 million class M1 downgraded to 'B' from 'AA+'
     (BL: 32.47, LCR: 1.07);

  -- $44.9 million class M2 downgraded to 'CCC' from 'AA'
     (BL: 27.09, LCR: 0.89);

  -- $14.7 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 25.30, LCR: 0.83);

  -- $17.1 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 23.16, LCR: 0.76);

  -- $16.6 million class M5 downgraded to 'CC' from 'A'
     (BL: 20.98, LCR: 0.69);

  -- $9.8 million class M6 downgraded to 'CC' from 'A-'
     (BL: 19.58, LCR: 0.64);

  -- $9.3 million class M7 downgraded to 'CC' from 'BBB+'
     (BL: 18.03, LCR: 0.59);

  -- $8.3 million class M8 downgraded to 'CC' from 'BBB'
     (BL: 16.70, LCR: 0.55);

  -- $9.3 million class M9 downgraded to 'CC' from 'BBB-'
     (BL: 15.36, LCR: 0.50);

  -- $12.2 million class B1 downgraded to 'C' from 'BB+'
     (BL: 13.43, LCR: 0.44);

  -- $10.7 million class B2 downgraded to 'C' from 'BB'
     (BL: 12.04, LCR: 0.40).

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 14.38%
  -- Realized Losses to date (% of Original Balance): 0.27%
  -- Expected Remaining Losses (% of Current balance): 30.43%
  -- Cumulative Expected Losses (% of Original Balance): 27.26%

BNC Mortgage Loan Trust, series 2007-2
  -- $379.5 million class A1 downgraded to 'A' from 'AAA'
     (BL: 38.50, LCR: 1.53);

  -- $215.1 million class A2 affirmed at 'AAA',
     (BL: 64.27, LCR: 2.56);

  -- $100.9 million class A3 downgraded to 'AA' from 'AAA'
     (BL: 44.06, LCR: 1.76);

  -- $30.8 million class A4 downgraded to 'A' from 'AAA'
     (BL: 38.46, LCR: 1.53);

  -- $42.2 million class A5 downgraded to 'A' from 'AAA'
     (BL: 38.51, LCR: 1.53);

  -- $50.8 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 33.47, LCR: 1.33);

  -- $50.8 million class M2 downgraded to 'B' from 'AA'
     (BL: 28.35, LCR: 1.13);

  -- $17.9 million class M3 downgraded to 'B' from 'AA-'
     (BL: 26.49, LCR: 1.06);

  -- $21.8 million class M4 downgraded to 'B' from 'A+'
     (BL: 24.11, LCR: 0.96);

  -- $17.9 million class M5 downgraded to 'CCC' from 'A'
     (BL: 22.07, LCR: 0.88);

  -- $12.3 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 20.52, LCR: 0.82);

  -- $11.7 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 18.92, LCR: 0.75);

  -- $9.5 million class M8 downgraded to 'CC' from 'BBB+'
     (BL: 17.69, LCR: 0.70);

  -- $13.4 million class M9 downgraded to 'CC' from 'BBB'
     (BL: 15.99, LCR: 0.64);

  -- $17.3 million class B1 downgraded to 'CC' from 'BB+'
     (BL: 13.83, LCR: 0.55);

  -- $15.1 million class B2 downgraded to 'C' from 'BB'
     (BL: 12.25, LCR: 0.49).

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 10.72%
  -- Realized Losses to date (% of Original Balance): 0.03%
  -- Expected Remaining Losses (% of Current balance): 25.09%
  -- Cumulative Expected Losses (% of Original Balance): 23.29%

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.


BUILDERS TRANSPORT: Judge Massey Confirms Joint Liquidation Plan
----------------------------------------------------------------
The Honorable James Massey of United States Bankruptcy Court for
the Northern District of Georgia confirmed the Joint Consolidated
Chapter 11 Plan of Liquidation dated Nov. 15, 2007, proposed by
Builders Transport Inc. and its debtor-affiliates, and the
Official Committee of Unsecured Creditors of the Debtors.

                       Overview of the Plan

The Plan contemplates the liquidation of substantially all of the
Debtors' assets.

T. Michael Guthrie has been named disbursing agent under the Plan.  
He is to liquidate the Debtors' remaining assets, if any, by the
effective date of the Plan and distribute the cash and proceeds of
those assets to creditors under the terms of the Plan.

Mr. Guthrie charges $100 per hour for his services, according to
Bloomberg News.

As of the effective date of the Plan, the Debtors' estate will be
substantively consolidated, such that:

   a) all intercompany claims are canceled and disallowed and no
      distributions will be made on account thereof;

   b) all guarantees of any of the Debtors for the payment,
      performance, or collection of obligations of the other
      Debtors are eliminated and canceled, and any claims on  
      account of such guaranties are disallowed;

   c) any obligation of the Debtors and all guarantees thereof
      executed by the other Debtors are treated as a single
      obligation and are deemed a single claim against the
      consolidated estates;

   d) all joint obligations of the Debtors, and all multiple
      claims against such entities on account of such joint
      obligations, are deemed a single claim against the
      consolidated estates, and any such multiple claims are  
      disallowed; and

   e) each claim filed in the bankruptcy cases is deemed filed
      against the consolidated estates.

The Debtors and the Committee expect the Plan to take into effect
by March 10, 2008.

                        Treatment of Claims

Under the Plan, Administrative Expense Claims, including
Professional Fees and Reclamation Claims will be paid in full the
amount of the allowed claim, without interest.

Priority Tax Claims and Priority Non-Tax Claims will also be paid
in full for the amount of the allowed claim, but without interest.

Allowed General Unsecured Claims and Bondholders' Claims
will be entitled to receive a pro rata share of remaining cash
distributions, if any.  The estimated pro rata payout is
approximately 6/10 of $.01 for every $1.00 of the allowed claim
amount.

According to the Plan, that amount is based on the Debtors'
schedules and claims filed and allowed.

A full-text copy of the Joint Consolidated Chapter 11 Plan of
Liquidation is available for free at:

              http://ResearchArchives.com/t/s?28cb

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

              http://ResearchArchives.com/t/s?28cc

Headquartered in Columbia, South Carolina, Builders Transport Inc.
engages in the truckload carrier industry and transport a wide
range of commodities in both intrastate and interstate commerce.  
The company and six of its affiliates filed for Chapter 11
protection on May 21, 1998 (Bankr. N.D. Ga. Lead Case No
98-68798).  Donald L. Rickertsen, Esq., at Holland & Knight, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors selected BMC Group Inc. as their claims and balloting
agent.  An Official Committee of Unsecured Creditors has been
appointed in these cases.  Aldo L. LaFiandra, Esq., at Alston &
Bird LLP, represents the Committee.  When the Debtors filed for
protection against their creditors, it listed total assets of
$209,329,000 and total liabilities of $235,786,000.


CATHOLIC CHURCH: Fairbanks Wants Quarles & Brady as Counsel
-----------------------------------------------------------
On behalf of the Catholic Bishop of Northern Alaska, Donald J.
Kettler, sole director of the CBNA and bishop of the Diocese of
Fairbanks, seeks permission from the United States Bankruptcy
Court for the District of Alaska to employ Quarles & Brady LLP as
the Diocese's general reorganization and restructuring counsel.

Bishop Kettler says Quarles & Brady has extensive experience in
representing distressed Catholic dioceses throughout the country,
and in negotiating settlements of sexual abuse tort claims, and
out-of-court and bankruptcy court supervised restructurings.  
Susan G. Boswell, Esq., and her team at Quarles & Brady also
represented the Diocese of Tucson and The Roman Catholic Bishop
of San Diego in their reorganization cases.

As lead counsel for Fairbanks, Quarles & Brady will help the
Diocese to:

   (a) negotiate and refine a plan of reorganization, which will
       be filed soon;

   (b) select and coordinate experts' efforts that may be
       employed to ascertain the values of the Diocese's assets,
       and other analyses;

   (c) evaluate real and personal property issues, including lien
       validity and perfection;

   (d) evaluate and advice on the unique aspects of the
       bankruptcy case and the laws governing the activities and
       business of a Roman Catholic diocese;

   (e) evaluate and prosecute claims that the Diocese should
       assert; and

   (f) properly administer the Diocese's assets and estate.

Quarles & Brady will be paid based on the firm's standard hourly
rates:

        Susan G. Boswell     Senior Attorney        $480
        Kasey Nye            Associate Attorney     $300
        Lori Winkelman       Associate Attorney     $300
        Jane Friedman        Legal Assistant        $150

Quarles & Brady will also be reimbursed for reasonable expenses
incurred with respect to their services for the bankruptcy case.

The Diocese has paid Quarles & Brady a retainer of $160,000,
which was in a segregated trust account for prepetition fees and
costs.  As of the bankruptcy filing, the outstanding amount of the
Retainer was $4,176.

Ms. Boswell, Esq., a partner at Quarles & Brady, assures Judge
MacDonald that the partners, counsel or associates of Quarles &
Brady are not creditors or insiders of the Diocese, and that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Judge Donald MacDonald IV of the United
States Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  When the Debtor filed for bankruptcy,
it listed assets between $10 million and $50 million and debts
between $1 million and $10 million.  (Catholic Church Bankruptcy
News, Issue No. 116; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Portland Needs No Special Master, Erin Olson Says
------------------------------------------------------------------
Erin K. Olson, Esq., at the Law Office of Erin Olson, P.C., in
Portland, Oregon, tells the U.S. Bankruptcy Court for the
District of Oregon that the Archdiocese of Portland in Oregon
filed a request that largely ignores the procedure to which it
stipulated in 2005.  She notes that the protective order, which
shields the documents of those who have been accused of abusing
minors, allows the removal of protection of the Documents unless
the Archdiocese asks, and the Court rules, not to release the
Documents.

The Archdiocese, instead, seeks an entirely new procedure, Ms.
Olson relates.  If the Court is not inclined to adopt the
Archdiocese's proposed new procedure, Ms. Olson asks the Court to
consider the Archdiocese's alternative requests.  She points out
that the request to preserve the status quo of the Protective
Order with respect to the Documents, is the only alternative
request that actually complies with the terms of the Protective
Order.

The appointment of a special master is not allowed under Rule
9031 of the Federal Rules of Bankruptcy Procedure, Ms. Olson
asserts.  There is no basis or authority for having a district
court judge decide an issue arising under terms of the Protective
Order issued in a core bankruptcy proceeding, she continues.

Ms. Olson says that the Archdiocese's real goal is apparent from
a clause buried in its request to appoint a special master -- it
wants to prevent the Documents' disclosure, and to ensure that
there is no possibility of future disclosure.

Accordingly, Ms. Olson asks the Court to deny the Archdiocese's
request, which seeks relief from the terms of the Protective
Order.  She also asks Judge Perris to set a briefing schedule,
and set an evidentiary hearing, at which parties-in-interest can
make their bests cases for releasing the Documents or maintaining
their confidentiality.

                      Portland Case Reopened

As reported in the Troubled Company Reporter on Feb. 29, 2008, the
Hon. Elizabeth L. Perris reopened the bankruptcy case of the
Archdiocese of Portland in Oregon for further administration.

Ms. Olson previously asked the Court to reopen the case to resolve
certain issues, including her request to unseal, and file in
redacted form, the documents and accompanying exhibits filed as
Docket Nos. 4765 and 4766 in the bankruptcy case.

Fathers Joseph Bacelleri, Donald Durand, Maurice Grammond, Gary
Jacobson, Rocco Perrone, Michael W. Sprauer, Ronald Warren, and
Chester Wrzaszczak objected to the reopening of the case.  They
complained that the case has been completed, claims have been
settled and closed, and that the matter should be at an end.
Alternatively, the priests asked the Court to refer the
disclosure issues to mediators, Judge Velure and Judge Hogan, for
mediation and arbitration, as has been previously agreed upon by
the Archdiocese and certain of the claimants' counsel.

                  About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
On April 17, 2007, the Court confirmed Portland's 3rd Amended
Plan.  On Sept. 28, 2007, the Court entered a final decree closing
Portland's case.  The case was subsequently reopened at Ms.
Olson's request of further case administration.

(Catholic Church Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


CDC MORTGAGE: Eroding Credit Support Cues S&P's Rating Downgrades
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage pass-through certificates from CDC Mortgage
Capital Trust 2003-HE2.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction in combination with projected credit
support percentages--based on the amount of loans in the
delinquency pipeline-that are insufficient to maintain the
ratings at their previous levels.  Based on the current collateral
performance of this transaction, S&P projects future credit
enhancement will be significantly lower than the original credit
support for the previous ratings.  

The failure of excess interest to cover monthly losses has
resulted in the complete erosion of overcollateralization (O/C)
for this transaction.  This O/C deficiency caused principal write-
downs to both class B-3 and B-2, which prompted us to downgrade
them to 'D'.  As of the Feb. 25, 2008, remittance date, cumulative
losses for this transaction
were 1.94% of the original pool balance.  Total delinquencies and
severe delinquencies (90-plus days, foreclosures, and REOs) were
33.53% and 24.86% of the current pool balance, respectively.
     
A combination of subordination, excess interest, and O/C (prior to
its complete erosion) provide credit enhancement for this
transaction.  The collateral supporting this series consists of a
subprime pool of fixed- and adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.

                         Ratings Lowered

               CDC Mortgage Capital Trust 2003-HE2
               Mortgage pass-through certificates

                                   Rating
                                   ------
                 Class       To              From
                 -----       --              ----
                 M-1         AA              AA+
                 M-2         BB              A
                 M-3         CCC             BBB
                 B-1         CCC             BB
                 B-2         D               B
                 B-3         D               CCC


CELL THERAPEUTICS: Issues $51 Mil. of 9% Convertible Senior Notes
-----------------------------------------------------------------
Cell Therapeutics Inc. will issue approximately $51.7 million of
new 9% Convertible Senior Notes due 2012 and warrants to purchase
7,326,950 shares of common stock, no par value.  The warrants will
have an exercise price of $1.41 per share, which is equal to 110%
of the closing bid price as reported by Nasdaq.

The Notes bear interest at 9% per annum and are convertible at any
time for shares of CTI common stock at the rate of 709.22 shares
per $1,000 principal amount of Notes, which is equivalent to an
initial conversion price of approximately $1.41 per share, which
is equal to 110% of the closing bid price as reported by Nasdaq.

The Notes feature a make-whole provision upon conversion entitling
the holder to $270 per $1,000 principal amount of Notes, less any
interest paid before conversion.  An amount equal to the make-
whole payment amount for such notes, or $13.9 million, shall be
held in escrow for one year.

The Notes will rank equal in right of payment with all existing
and future senior indebtedness of CTI, including the company's
6.75% Convertible Senior Notes due 2010, 7.5% Convertible Senior
Notes due 2011, 5.75% Convertible Senior Notes due 2011, and rank
senior in right of payment to the company's outstanding 5.75%
Senior Subordinated Notes due 2008, 5.75% Subordinated Notes due
2008 and 4% Convertible Senior Subordinated Notes due 2010.

CTI also disclosed that a substantial number of existing holders
of the company's Series A 3% Convertible Preferred Stock, Series B
3% Convertible Preferred Stock, Series C 3% Convertible Preferred
Stock and Series D 7% Convertible Preferred Stock have converted
their shares of Preferred Stock into common stock in accordance
with the respective provisions of the company's Amended and
Restated Articles of Incorporation, induced by an aggregate cash
payment by CTI to such holders of approximately $16.2 million.
Approximately $13.1 million of stated value of Preferred Stock
remains outstanding.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital
Group Inc. acted as the exclusive placement agent for the
offering.

A prospectus supplement relating to the Convertible Notes to be
issued in the offering may be obtained directly from Cell
Therapeutics Inc., 501 Elliott Avenue West, Suite 400, Seattle,
Washington.

                   About Cell Therapeutics Inc.

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $84.95 million and total liabilities of $204.29 million,
resulting to a total shareholders' deficit of $119.34 million.


CHARYS HOLDING: Taps Richards Layton as Bankruptcy Co-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 Richards, Layton & Finger P.A. as their
bankruptcy co-counsle, nunc pro tunc to Feb. 14, 2008.

As the Debtors' co-counsel, RL&F will:

  a) advise the Debtors of their rights, powers and duties as
     debtors and debtors in possession;

  b) take all necessary action to protect and preserve the
     Debtors' estates, including the prosecution of actions on the
     Debtors' behalf, the defense of any actions in which the
     Debtors are involved, and the preparation of objections to
     claims filed against the Debtors' estates;

  c) prepare on behalf of the Debtors all necessary motions,
     applications, answers, orders, reports and papers in
     connection with the administration of the Debtors' estates;
     and

  d) perform all other necessary legal services in connection with
     the Chapter 11 cases.

Mark D. Collins, Esq., a director of RL&F, assures the Court that
the firm does not hold any interest adverse to the Debtors or
their estates, and that the firm is a "disinterested person" as
such term is defined under Sec. 101(14) of the Bankruptcy Code.

Prior to bankruptcy filing, the Debtors paid RL&F a total retainer
of $75,000 in connection with the Debtors' Chapter 11 filing.  A
portion of this payment has been applied to outstanding balances
as of the petition date.

As compensation for their services, RL&F's professionals bill:

    Professional               Hourly Rate
    ------------               -----------
    Mark D. Collins Esq.          $560
    Paul N. Heath, Esq.           $400
    Chun I. Jang, Esq.            $260
    Barbara J. Witters            $175

Mr. Collins can be reached at:

    Mark D. Collins, Esq.
    Richards, Layton & Finger P.A.
    One Rodney Square
    920 North King Street
    Wilmington, DE 19801
    Tel: (302) 651-7531
    Fax: (302) 498-7531
    email: Collins@rlf.com

                       About Charys Holding

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


CHRYSLER LLC: Can Have Unlimited Access to Daimler AG's Technology
------------------------------------------------------------------
Daimler AG granted Chrysler LLC a no-frills access to its advanced
technology, Mike Spector of The Wall Street Journal reports.

Chrysler can use the technology in order to pursue and enhance
fuel-economy and mileage on its products, says WSJ, citing
Chrysler vice chairman Jim Press at a Geneva auto convention.

Chrysler previously streamlined its production by rejecting the
"car cloning" practice, and instead will focus on selling its
remaining, unique car models.  As reported in the Troubled Company
Reporter on Feb. 27, 2008, the company's streamlining measures
came after it lost its tooling battle with Plastech Engineered
Products Inc.  The U.S. Bankruptcy Court for the Eastern District
of Michigan denied the company's request to pull out tooling
equipment from Plastech's plants.

                       About Chrysler LLC

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

                          *     *     *

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


CLAYTON STINE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Clayton M. Stine
        10143 Gravel Hill Road
        Bangor, PA 18013

Bankruptcy Case No.: 08-20435

Chapter 11 Petition Date: March 3, 2008

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: David F. Dunn, Esq.
                  David Dunn Law Offices PC
                  21 South 9th Street
                  Allentown, PA 18102
                  Tel: (610) 439-1500
                  dunncourtpapers@choiceonemail.com

Estimated Assets: $500,001 to $1 million

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

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


CLEAR CHANNEL: Trial on Sale Funding Dispute Set for April 7
------------------------------------------------------------
The Hon. Leo Strine of the Chancery Court of Delaware will hold an
April 7, 2008 a hearing to determine if Wachovia Corp. should be
compelled to extend financing to Providence Equity Partners Inc.
for the purchase of Clear Channel Communications Inc.'s television
stations, The Wall Street Journal and Reuters relate.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Clear Channel filed a lawsuit on Feb. 15, 2008, against Providence
Equity to compel the private equity firm to complete its
acquisition of Clear Channel's Television Group.  The TV Group has
56 television stations, including 18 digital multicast stations,
located in 24 markets across the United States.  Providence
disclosed in November 2007 that it had reservations about the
transaction, which it entered with Clear Channel in April 2007.

                $1.3 Billion Sale Approved by FCC

As reported in the TCR on Dec. 5, 2007, Clear Channel received
approval from the Federal Communications Commission to sell 35
television stations to Newport Television LLC, a private equity
firm controlled by Providence, for $1.3 billion.

In its order, the FCC denied a petition filed by Buckley
Broadcasting of Monterey, seeking reconsideration of the 2002
Commission decision granting applications to transfer control of
the Ackerley Group Inc. to Clear Channel.

However, the FCC approval comes with certain conditions that must
be met by Newport in six months, including divesting TV stations
in nine markets where it is in violation with FCC ownership rules.
Companies must comply with the numerical ownership limits of the
FCC local television ownership rule.  The nine market areas are
Bakersfield, San Francisco, Santa Barbara, Fresno and Monterey in
California; Salt Lake City; Albany, New York; Jacksonville,
Florida, and San Antonio, Texas.

Clear Channel then cut its selling price to $1.1 billion.

                   Wachovia Wants to Get Out

Wachovia Corp.'s lawsuit filed on Feb. 22, 2008, with the North
Carolina Superior Court could thwart a sale deal between Clear
Channel and Providence.

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

Wachovia, which agreed in April to finance $500 million of the
deal, contends that the revision of the original transaction terms
nullified its financing commitment, the TCR said on Feb. 27, 2008.

                       Newport Strikes Back

Providence previously said it may try to renegotiate the purchase
price, and should the deal fails, a $45 million break-up fee would
have to be paid.

Newport then filed a countersuit against Wachovia in a Delaware
Court, demanding payment of break-up fee plus costs unless
Wachovia extends the needed fund.  Providence demanded that the
lenders be held to the terms of the deal it had rejected.

                        About Clear Channel

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

                           *     *     *

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


COLLEZIONE EUROPA: Blames Sales Drop to Customers Rhodes, Levitz
----------------------------------------------------------------
The bankruptcies of two of Collezione Europa USA, Inc.'s biggest
retail customers contributed to the sharp fall in sales of the
company in the past three years, the company revealed in court
filings, according to Larry Thomas and Jay McIntosh of Furniture
Today.

The company said its sales declined from about $120 million in
2004 to $74 million in 2007 partly due to the failures of Atlanta-
based Rhodes Furniture and New York-based Levitz Furniture Inc.  
It took a $3 million credit loss when it lost Levitz as customer
in November.

Collezione said it had a net loss of about $7 million last year
and that its lender has declared it in default of a covenant on
its revolving credit loan.

Collezione has asked for permission to pay wages, bills and other
expenses to continue to operate the business. A hearing on the
motions is set for Wednesday.

"In addition to the loss of the customer and repeat business,
Collezione was forced to take delivery of canceled purchase orders
and store those goods in its warehouse," said Paul Frankel, vice
president of Collezione Europa, in a declaration to the bankruptcy
court.  The company said it needs time to reduce inventory and
overhead expenses to return to profitability.

The company's bankruptcy petition showed that it owes $3,743,709
to B&L Industries, Inc. of Fort Lauderdale, Fla.

Collezione's two affiliated companies, Kelly Road Warehouse, LLC,
and 145 Cedar Lane Associates, LLC, also filed for bankruptcy.

Rhodes, Inc. and two of its debtor-affiliates filed for chapter 11
protection on Nov. 4, 2004.  

Levitz Furniture Inc., nka PVLTZ Inc. is a specialty retailer of
furniture, bedding and home furnishings in 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.  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.

                 About Collezione Europa USA, Inc

Based in Englewood, N.J., Collezione Europa USA, Inc. --
http://www.czeusa.com/-- was founded in 1984. Since the inception  
of the company, the sole focus has been imports from different
parts of the world . The Company presently imports from the
Philippines, China, Taiwan and Mexico. Collezione Europa maintains
an inventory of more than 250,000 items.  The Company operates a
450,000 square foot warehouse in Claremont, North Carolina. In
July 2005 Collezione established a new showroom at the Las Vegas
World Market Center, Las Vegas. The Company also has a showroom in
High Point, North Carolina.

The company and two of its subsidiaries filed for bankruptcy
protection on Feb. 29, 2008 (Bankr. D.N.J., Case No. 08-13599).  
Sam Della Fera, Esq. at Trenk, DiPasquale, Webster, Della Fera &
Sodono represents the Debtors in their restructuring efforts.  
When the company filed for bankruptcy petition, it listed assets
of $10 million to $50 million and debts of $10 million to $50
million.


COMPTON PETROLEUM: Board Checks Review Plans, Strategic Options
---------------------------------------------------------------
Compton Petroleum Corporation's board of directors has determined
to conduct a formal review of the company's business plans and
strategic alternatives for enhancing shareholder value, in
recognition of certain matters raised by Centennial Energy
Partners LLC, a significant shareholder of Compton.  

This will include, among other things, exploring potential asset
divestments, equity alternatives, strategic alliances, joint
venture opportunities, mergers, or a corporate transaction.

The board has appointed a special committee of its independent
directors to conduct the review.  The special committee is
comprised of Mel F. Belich, chairman of the board, and J. Stephens
Allan, Irvine J. Koop, John W. Preston, Jeffrey T. Smith and John
A. Thomson.

The board has also appointed Tristone Capital Inc. and UBS
Securities Canada Inc. as independent financial advisors to assist
the company in the conduct of this review.

With the natural gas prices and the potential inherent in
Compton's natural gas resource plays, the company's plans to
realize on this potential are expected to deliver shareholder
value.  The special committee is undertaking the review to
determine whether other alternatives might result in superior
value for shareholders.

The company cautions shareholders that there is no assurance that
the review will result in any specific transaction and no
timetable has been set for its completion.

The company also disclosed that Mr. Peter Seldin, managing member
of Centennial Energy Partners LLC, has been appointed to the board
and the special committee.

                     About Compton Petroleum

Based in Calgary, Alberta, Compton Petroleum Corporation (TSX:
CMT)(NYSE:CMZ) -- http://www.comptonpetroleum.com/-- is engaged     
in the exploration, development, and production of natural gas,
natural gas liquids, and crude oil in the Western Canada
Sedimentary Basin.  The company is a wholly-owed subsidiary of
Compton Petroleum Acquisition Limited.

                         *     *     *

Petroleum Corporation continues to carry Moody's Investors
Service's 'B1' corporate family rating and 'B2' senior unsecured
note rating, which was placed in July 2007.  


CONSECO INC: Extends Annual Report Filing Deadline to March 17
--------------------------------------------------------------
Conseco Inc. extended the due date of its Annual Report on Form
10-K to March 17, 2008.  In a Form 12b-25 filing, the company said
it has not yet finalized its Dec. 31, 2007, financial statements
and is completing several items, including its analysis to
determine the possible need to increase the deferred income tax
asset valuation allowance.

Conseco estimated that its net income or loss for the three months
ended Dec. 31, 2007, will be approximately breakeven, including
estimated net realized investment losses, after related
amortization and taxes, of $25 million, but before any adjustments
which may result from finalizing the incomplete items.

The company also reported that it has been consulting with the
staff of the Securities and Exchange Commission's Office of the
Chief Accountant regarding its accounting policy for long-term
care premium rate increases as described in the Summary of
Significant Accounting Policies in its 2006 Form 10-K.

On Feb. 28, 2008, the SEC Staff informed Conseco of their view
that the use of a method which prospectively changes reserve
assumptions for long-term care policies based solely on changes in
premium rates is not consistent with the guidance of Statement
of Financial Accounting Standards No. 60, "Accounting and
Reporting by Insurance Enterprises."

The company is evaluating the SEC Staff's view and has reflected
the estimated effect in the estimated net income or loss.

As a result of these developments, the company will report results
for the fourth quarter of 2007 before the market opens on Monday,
March 17.  

                    About Conseco Inc.

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

                          *     *     *

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


COUDERT BROTHERS: Dechert Wants to Dip Hands Into Escrowed Fund
---------------------------------------------------------------
Dechert LLP asks the U.S. Bankruptcy Court for the Southern
District of New York to draw amounts from an escrow account under
an employee transition agreement with Coudert Brothers LLP.

Prior to the date of bankruptcy, Dechert, the Debtor, and its non-
debtor affiliate Coudert Freres, were parties to certain
agreements relating to the withdrawal and transition of Coudert's
lawyers to Dechert.

Pursuant to the agreement, Dechert's Paris office agreed to assume
all obligations of Coudert accruing after October 2005 with
respect to remuneration and benefits of the Coudert Paris's
employees, and agreed to be solely responsible for any costs and
expenses in connection with the termination of any such employees.

Under the transition agreement, the Debtor was obligated, prior to
the date of bankruptcy, to fund $500,000 into an interest-bearing
escrow account held by Dechert, with the funds used to cover
"restructuring costs" and with accrued interest expressly inuring
to Dechert's benefit.

The Debtor funded $382,631 of this obligation, which funds have
been and are held by Dechert in a segregated escrow account.  The
severance obligations that Dechert incurred significantly exceeded
the amount presently contained in the escrow account, and Dechert
timely provided notice to the Debtor of such shortfall, as well as
a subsequent request to counsel to the Debtor for an agreement to
permit application of the amounts held in the escrow account to
the obligations incurred by Dechert.

Dechert continues to hold the escrow account currently containing
$406,523, which includes $23,891 in accrued interest.

Accordingly, pursuant to Sections 362(d) and 553 of the U.S.
Bankruptcy Code, Dechert seeks authority from the Court to
effectuate a setoff of the funds held in the escrow account
against amounts due under the agreements.

Dechert argues that -- because it has a valid right of setoff
under the Bankruptcy Code and applicable New York law -- cause
therefore exists for relief from the automatic stay.  The Court
should allow Dechert to release the funds currently held in the
escrow account so that they can be applied to cover the
"restructuring costs," as provided for in the agreements, Dechert
says.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters LLP, represent the Debtor in
its restructuring efforts.  Kurtzman Carson Consultants LLC serves
as the Debtor's claims and noticing agent.  Brian F. Moore, Esq.,
and David J. Adler, Esq., at McCarter & English LLP, represent the
Official Committee Of Unsecured Creditors.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.


COVANTA HOLDING: Earns $72 Million in Quarter Ended December 31
---------------------------------------------------------------
Covanta Holding Corporation reported financial results for the
three and twelve months ended Dec. 31, 2007.

For the three months ended Dec. 31, 2007, net income was
$72 million, up from $12 million in the prior year comparative
period.  This increase was impacted by lower interest expense,
resulting from the recapitalization completed in early 2007, and a
lower effective tax rate, driven by the release of a valuation
allowance.

Cash flow provided by operating activities was $98 million in the
fourth quarter.
    
For the twelve months ended Dec. 31, 2007, net income grew 23% to
$131 million, up from $106 million in 2006.  This increase was
impacted by lower interest expense and a lower effective tax rate.
Operating cash flow was $358 million for the year.

The company incurred $86 million of capital expenditures in 2007,
which included $18 million related to the SEMASS fire, $12 million
of capital improvements at facilities acquired during the year,
and $55 million primarily to maintain existing facilities.  In
addition, the company repaid $164 million of project debt and
invested $110 million in acquisitions and $11 million in equity
interests.  In total, the company reinvested all of its operating
cash flow back into the business.

                  Liquidity and Capital Resources

As of Dec. 31, 2007, the company has available credit for
liquidity of $268.8 million under the revolving loan facility and
unrestricted cash of $149.4 million.

The company was in compliance, As of Dec. 31, 2007, with the
covenants under the credit facilities.

At Dec. 31, 2007, the company's balance sheet total assets of  
$4.36 billion, total liabilities of $3.34 billion and total
shareholders' equity of $1.02 billion.

"2007 was a milestone year for Covanta, as we made significant
progress towards our strategic goals," Anthony Orlando, president
and chief executive officer of Covanta.  "We recapitalized our
balance sheet to provide the financial flexibility to seize growth
opportunities, successfully integrated several acquisitions to
complement our domestic fleet, and we established platforms to
expand our energy-from-waste business in Europe and China.  In
addition, we extended our track record of consistent operational
performance, safely converting 15 million tons of waste into
clean, renewable energy for our clients, while again generating
strong financial results within or above our guidance ranges."

                   About Covanta Holding Corp.

Headquartered in Fairfield, New Jersey, Covanta Holding Corp. --
http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  Covanta has operations in the
Philippines, China, Costa Rica, India, and Bangladesh.

                          *     *     *

Covanta Holding Corp. continues to carry Standard & Poor's Ratings
Services' 'BB-' long term foreign and local issuer credit ratings,
which were place in January 2007.


COVENANT CHRISTIAN: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Covenant Christian Ministries, Inc.
        P.O. Box 4065
        Marietta, GA 30061

Bankruptcy Case No.: 08-64095

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: March 3, 2008

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, Northeast
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: ljones@joneswalden.com

Estimated Assets: $1 million to $ 10 million

Estimated Debts:  $1 million to $ 10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Government Agency      $98,454
P.O. Box 21126                   941 Taxes owed
Philadelphia, PA 19114-0326

Jenkins & Olson, P.C.            Legal fees             $96,765
15 South Public Square
Cartesville, GA 30120

Georgia Department of Revenue    Government Agency      $66,659
Taxpayer Services Division       State Employee
P.O. Box 105499                  taxes owed
Atlanta, GA 30348-5499

Kaiser Permanente                Medical Bill           $31,097

Business Card - Bank of America  Credit Card            $24,099

A Beka Book                      Books ordered for
$24,082              
                                 academy

WATCH TV                         Balance for tv         $15,700
                                 broadcasts

GE Capital                       Lease for copiers      $15,432

Burr & Forman, LLP               Legal fees             $14,560

Atlanta Interfaith               Balance owed for        $8,144
                                 tv broadcast

Ross & Associates                Professional fees       $7,650

American Express                 Credit Card             $5,948

CIGNA Healthcare                 Medical Bill            $5,796
                                 Balance owed for
                                 employee healthcare
                                 benefits

Wachovia Bank                    Line of credit          $5,000

Lifetouch Publishing Inc.        Yearbooks for school    $4,025

Office Depot                     Store Card Office       $3,762
                                 supplies

Faith TV, LLC                    Balance for tv          $3,600
                                 broadcast

ProLook Sports                   Athletic equipment      $3,463

AT&T                             Utility Bill            $2,814
                                 Telephone bill


DAYTON SUPERIOR: Completes Refinancing of 10-3/4% Sr. Sec. Notes
----------------------------------------------------------------
Dayton Superior Corporation completed the refinancing of its
10-3/4% Senior Second Secured Notes and its revolving credit
facility.

In connection with the refinancing, Dayton Superior entered into a
new $150 million revolving credit facility issued at LIBOR plus
225 basis points, and a new $100 million term loan, issued at
LIBOR plus 450 basis points, with a LIBOR floor of 325 basis
points.  These rates do not include the impact of one-time fees
payable on the closing date.

The new "revolver" replaces the company's existing $130 million
revolving credit facility.  At the closing of the new credit
facilities, the company issued a notice to redeem all of its
outstanding 10-3/4% Senior Second Secured Notes on April 2 and
effected a satisfaction and discharge of all outstanding
10-3/4% Senior Second Secured Notes effective as of the date
hereof.

Drawdowns against the new revolving credit facility at the
closing, including payment of associated fees, are expected to be
approximately $89 million, including $10 million for the pre-
funding of accrued interest through April 2, 2008.  Dayton
Superior expects cash interest savings of $5-6 million per annum
as a result of the new financing.

Dayton Superior intends to explore refinancing alternatives with
respect to its 13% Senior Subordinated Notes due 2009 in the
future.

"We are very pleased that we have completed this refinancing,"
Eric R. Zimmerman, Dayton Superior's president and chief executive
officer, said.  "As reported in our recent earnings release, 2007
was a very solid operating year for Dayton Superior.  We expect
our regionalization, new product development, and manufacturing
initiatives to continue to lead improved operating results as we
focus on those activities that are closest to our customers.  As
2008 unfolds, we are optimistic about the future."

                About Dayton Superior Corporation

Hradquartered in Dayton, Ohio, Dayton Superior Corporation
(NASDAQ:DSUP) -- http://www.daytonsuperior.com/-- is a North   
American provider of specialized products consumed in non-
residential, concrete construction, and a concrete forming and
shoring rental company serving the domestic, non-residential
construction market.  The company's products are used in non-
residential construction projects, including infrastructure
projects, such as highways, bridges, airports, power plants and
water management projects; institutional projects, such as
schools, stadiums, hospitals and government buildings, and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.  Dayton
Superior offers more than 20,000 catalogued products.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Moody's Investors Service assigned a 'B1' rating to Dayton
Superior's $100 million senior secured term loan, and affirmed the
'B2' corporate family rating and the 'Caa1' rating on the
company's $154 million subordinated notes.  The outlook remains
stable.  The ratings outlook is stable.


DEERFIELD CAPITAL: S&P Chips Rating to B on Weak Capital Position
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Deerfield Capital Corp. to 'B' from
'BB-'.  The outlook was revised to negative from stable.  The
rating was subsequently withdrawn at the issuer's request.
      
"The downgrade reflects Deerfield's very weak capital position in
support of its balance sheet and flagging operating performance,
offering reduced internal capital generation.  The company has
shifted its residential mortgage-backed securities at have lower
market risk and volatility in unstable markets.  Liquidity remains
adequate in a difficult repo market," said Standard & Poor's
credit analyst Daniel E. Teclaw.
     
Deerfield purchased its asset manager in December 2007.  As a
result, tangible capital ratios declined to 3.7% at the end of the
fiscal year from 6.3% in the third quarter.  Goodwill and
intangible assets of $182 million comprised 39% of common equity.  
The company issued $116 million in convertible preferred stock in
the fourth quarter in connection
with the merger, which provided a partial offset.
     
The consolidated company's business growth model is currently
adding minimal internal capital generation.  Mortgage REIT income
has declined on a much lower base of assets and a shift to lower
yielding, strictly agency securities from a blend of higher-
yielding, nonagency securities.  Also, at present, there is a weak
market for certain new structured products to generate incremental
management fees.  The existing structured products managed for
third-party fees continue to perform, pay, and provide management
fees for the company.


DELPHI CORP: Gets Exit Financing Proposal from Former Parent GM
---------------------------------------------------------------
Delphi Corp. is taking the steps necessary to enable the
completion of its exit financing syndication.  Delphi said that it
has been advised by General Motors Corp. that GM is prepared to
provide additional exit financing.  

The company's $6.1 billion exit financing package is now expected
to include a $1.6 billion asset-backed revolving credit facility,
at least $1.7 billion of first-lien term loan, an up to $2.0
billion first-lien term note to be issued to GM (junior to the
$1.7 billion first-lien term loan), and an $825 million second-
lien term loan, of which any unsold portion would be issued to GM.

Delphi believes that GM's increased participation in the exit
financing structure is necessary to successfully syndicate its
exit financing on a timely basis and is consistent with its First
Amended Joint Plan of Reorganization and the investment agreement
with its plan investors.  However, certain of Delphi's plan
investors have advised the company they believe the proposed exit
financing with increased GM participation would not comply with
conditions in the company's investment agreement between Delphi
and the plan investors.

To clarify that GM's increased participation complies with the
Plan and the investment agreement, and to require each of the Plan
Investors to perform their obligations under the investment
agreement, Delphi asks the U.S. Bankruptcy Court for the Southern
District of New York seeking limited relief from the Court under
section 1142 of the Bankruptcy Code with respect to the Plan,
which was confirmed by the Court on Jan. 25, 2008.

Under Section 1142 of the Bankruptcy Code, bankruptcy courts may
direct the debtor and any other necessary party to perform any act
that is necessary for the consummation of a plan that has been
confirmed by the Bankruptcy Court.

Delphi's lead plan investor has also agreed to extend from
March 31, 2008 to Apr. 5, 2008 the first date by which it could
terminate the investment agreement with Delphi if the effective
date of the Plan has not occurred, which would provide Delphi
additional time to comply with closing conditions under the
investment agreement.

                             About GM

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

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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


DIS DIAGNOSTIC: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: DIS Diagnostic Imaging Specialists, Ltd.
        3101 Churchill Drive
        Suite 100
        Flower Mound, TX 75022

Bankruptcy Case No.: 08-40562

Chapter 11 Petition Date: March 3, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: E. P. Keiffer, Esq.
                  Wright Ginsberg Brusilow, PC
                  1401 Elm Street
                  Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  pkeiffer@wgblawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Peter Marshall & Company, P.C.                           $7,491
2717 Crosstimbers Road, Suite 400
Flower Mound, TX 75028

Carrier Air Condtioning                                  $2,400
P.O. Box 93844
Chicago, IL 60673

Angelica Textile Services                                $1,087
P.O. Box 535122
Atlanta, GA 30353-5122

Toshiba America Information                                $656

Atmos Energy                                               $169

Verizon Southwest                                          $146

LifeGas, Ltd.                                                $5

The CIT Group/EF                                         Unknown


DOV PHARMACEUTICAL: Reduces Monthly Payments and Office Lease Term
------------------------------------------------------------------
DOV Pharmaceutical Inc. completed another significant aspect of
its restructuring plan by reducing the term of its office lease to
January 2009 from February 2016.  It has also reduced its monthly
payment obligations to $100,000 from approximately $250,000.

As a result of the lease restructuring, the $24.2 million lease
obligation is now reduced to $1.2 million.  In exchange, the
company has released its $4.2 million security deposit, thereby
reducing long-term restricted cash on its balance sheet to zero.

The amendment of the lease represents another significant step in
a corporate restructuring that began in October 2006 when the
company's board of directors adopted a revised strategic plan.

Under this plan, the company has focused on continuing its Phase I
and II clinical and pre-clinical research programs for the
development of drugs to treat neuropsychiatric disorders,
advancing the company's later-stage drug development programs
through external partnerships and collaborations, and reducing
operating costs wherever possible and restructuring debt so as to
optimize the company's financial position.

Since that time, the company has made demonstrable progress on
each of these initiatives, including:

   -- Completed an eight-week safety and tolerability study with
      DOV 21,947.  This study demonstrated that, at doses
      predicted to be antidepressant, DOV 21,947 is safe and well-
      tolerated and produces weight loss and plasma triglyceride
      reductions in drug-compliant subjects.

   -- Initiated a Phase II clinical study with DOV 21,947 in
      patients with major depressive disorder.

   -- Identified an IND candidate from its preclinical uptake
      inhibitor portfolio.

   -- Partnered bicifadine with XTL Biopharmaceutical Inc.,  which
      has reported that it expects to complete a Phase IIb trial
      in patients with diabetic neuropathic pain in the fourth
      quarter of 2008.

   -- Partnered DOV diltiazem with Blue Note Pharmaceuticals, Inc.
      which has embarked on a Phase 3 development program expected
      to culminate in a 505(b)(2) NDA filing for use in the
      treatment of hypertension and angina at the end of 2009.

   -- Exchanged $70 million of debt for equity and cash.

   -- Reduced core operating burn to approximately $6 million
      annually.    

"With the completion of this lease restructuring, we believe we
now have the cash necessary to fund operations through March 2009
and through the expected completion of the Phase II clinical trial
with DOV 21,947 as well as the Phase IIb clinical trial of
bicifadine which could generate a $6.5 million milestone payment
to us," Barbara Duncan, chief executive officer of DOV, said.

"This has been an extremely challenging 18 months," Ms. Duncan
noted.  "The most difficult aspect of this restructuring has been
the loss of very talented and loyal employees.  However, we
believe we have now restored financial stability to the Company
and re-focused on exploiting our earlier stage clinical and
preclinical assets, which will underpin the future growth of DOV
and reestablish the company as a leading innovator in the
development of novel CNS compounds."

                    About DOV Pharmaceutical

Based in Somerset, N.J., DOV Pharmaceutical Inc. (Other OTC:
DOVP.PK) -- http://www.dovpharm.com/-- is a biopharmaceutical
company focused on the discovery, acquisition and development of
novel drug candidates for central nervous system disorders.  

                      Going Concern Doubt

PricewaterhouseCoopers LLP in Florham Park, New Jersey, expressed
substantial doubt about DOV Pharmaceutical Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.


DRESSER-RAND: Earnings Rise to $44MM in Quarter Ended December 31
------------------------------------------------------------------
Dresser-Rand Group Inc. reported financial results for fourth
quarter and year ended Dec. 31, 2007.

The company reported net income of $43.8 million for the fourth
quarter 2007, compared with net income of $32.9 million for the
fourth quarter 2006.

Net income was $106.7 million for 2007 compared to a net income of
$78.8 million for 2006.

"2007 was a year of record performance. Revenues increased 11%,
operating income increased 12% and our year-end backlog was at a
record level," Vincent R. Volpe Jr., president and chief executive
officer of Dresser-Rand, said.

"Consistent with our expectation at the start of the fourth
quarter, we experienced a strong recovery in our aftermarket
bookings and shipments," Mr. Volpe added.  "Aftermarket bookings
in the fourth quarter of 2007 increased approximately 16% over the
fourth quarter of 2006.

"I am also pleased that our bargaining unit employees at our
Painted Post, New York facility have returned to work after a
17 week work stoppage," Mr. Volpe continued.  "They have chosen to
return to work under the terms of the company's implemented last
offer, which includes important changes to work rules and the
elimination of future retiree healthcare benefits for certain
employees."

"We had expected to be able to record a non-cash curtailment gain
in 2007 in connection with the elimination of retiree heathcare
benefits for certain employees, Mr. Volpe related.  "However, it
has been determined that the benefit change as implemented
represents a plan amendment.  Therefore, the resulting curtailment
amendment reduction of $18.6 million in the accumulated benefit
obligation is expected to be amortized to income over 36 months
beginning in January 2008."

"We enter 2008 with a backlog of approximately $1.9 billion,
continuing strong markets and a well-defined business strategy
focused on increased production and bolt-on acquisitions," he
said.

                 Liquidity and Capital Resources

As of Dec. 31, 2007, cash and cash equivalents totaled
$206.2 million and borrowing availability under the company's $500
million senior secured credit facility was $273.0 million, as
$227.0 million was used for outstanding letters of credit.

In 2007, cash provided by operating activities was $216.0 million
compared to $164.1 million in 2006.  The increase of $51.9 million
in net cash provided by operating activities was principally from
changes in working capital and improved operating performance.

In 2007, net capital investments totaled $26.0 million and the
company prepaid $137.2 million of its outstanding indebtedness
under its senior secured credit facility.  As of Dec. 31, 2007,
total debt was $370.5 million and total debt net of cash and cash
equivalents was approximately $164.3 million.

In August 2007, the company amended its senior secured credit
facility.  The amended credit facility is a five year,
$500 million revolving credit facility.  The amendment increased
the size of the facility by $150 million, lowered borrowing costs
50 basis points to LIBOR plus 150 basis points at present leverage
and extended the maturity date from Oct. 29, 2009, to Aug. 30,
2012.  The amendment also reduced the commitment fee from
37.5 basis points to 30.0 basis points.

At Dec. 31, 2007, the company's balance sheet showed total
assets                               
of $1.95 billion, total liabilities  of $1.15 billion and total
stockholders' equity of $0.80 billion.

             Internal Control Over Financial Reporting

The company concluded that its internal control over financial
reporting as of Dec. 31, 2007, was effective.  "Eliminating all of
the disclosed material weaknesses is a great milestone for the
company and reflects the hard work and excellent team effort of
many of our employees across the entire worldwide organization,"
Lonnie A. Arnett, vice president, controller and chief accounting
officer of Dresser-Rand, said.

                   About Dresser-Rand Group

Headquartered in Houston, Texas, Dresser-Rand Group Inc. (NYSE:
DRC) -- http://www.dresser-rand.com/-- supplies rotating
equipment solutions to the worldwide oil, gas, petrochemical, and
process industries.  The company operates manufacturing facilities
in the United States, France, Germany, Norway, India, and Brazil,
and maintains a network of 26 service and support centers covering
more than 140 countries.

                          *     *     *

Moody's Investor Service placed Dresser-Rand Group Inc.'s  
probability of default rating at 'Ba3' in September 2006.  The
rating still hold to date with a stable outlook.


ELF SPECIAL: S&P Lifts Rating on $462.5 Mil. Senior Notes to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
$250 million series A floating-rate senior credit-linked notes and
the $462.5 million series B floating-rate senior credit-linked
notes issued by ELF Special Financing Ltd. to 'B+' from 'B'.
     
The rating actions reflect the Feb. 29, 2008, raising of the long-
term corporate credit and senior unsecured debt ratings on The
Interpublic Group of Cos. Inc.
     
The ratings on the series A and B credit-linked notes are based on
the lowest of:

(i) the senior unsecured rating assigned to the borrower, The
Interpublic Group of Cos. Inc. ('B+');

(ii) the senior unsecured rating assigned to the swap guarantor,
Morgan Stanley ('AA-'), which guarantees the obligations of the
interest rate swap counterparty, Morgan Stanley Capital Services
Inc.; and

(iii) the rating assigned to Lehman US Dollar Liquidity Fund
('AAAm').


ENECO INC: Creditors Want Case Dismissed or Converted to Chapter 7
------------------------------------------------------------------
Max Lewinsohn and Maximillian & Co., creditors in ENECO Inc.'s
Chapter 11 case, ask the U.S. Bankruptcy Court for the District of
Utah to dismiss the case or convert it to a Chapter 7 liquidation
proceeding, or in the alternative, appoint a Chapter 11 Trustee in
the case and provide relief from the automatic stay.

The objecting creditors allege that the Debtor, which claims
assets over liabilities of approximately $23.4 million, did not
file the bankruptcy case as a legitimate reorganization effort,
but as a litigation tactic in the Debtor's ongoing litigation with
them in the U.S. District Court for the District of Utah.

                    Prior Funding Activities

Eneco is a research and development company with the sole purpose
of researching, creating, and commercializing cold fusion
technology and the conversion of thermal energy into electricity
via thermal chips.  Eneco's primary assets are various patents and
patent applications relating to this research.

As it increasingly became unsuccessful in commercializing its
patent technologies, the Debtor first secured financing in 2003,
which it defaulted on.  In 2005 it obtained financing with the
creditors and other parties by issuing secured convertible
promissory notes.  The Debtor decided to reinstate its 2005 Notes
after failing to receive equity financing from another group.

During a shareholder squabble, Eneco sent a letter to all 2005
Noteholders that confirmed reinstatement of the notes,
acknowledged default on the notes, and stated that the notes were
accruing interest at a default rate.

As the appointed collateral agent of the notes, Maximillian & Co.
gave notice of public sale of the intellectual property under the
2005 Notes, which was scheduled for early this year.

                       Pre-Bankruptcy Action

In January, the Debtor filed an action against the creditors.  The
Debtor's complaint related to:

   -- the 2005 Notes which the Debtors have tried to reinstate and
      revalidate;

   -- the status of Maximillian & Co. as authorized collateral
      agent for the 2005 Notes; and

   -- the propriety of the scheduled sale of the intellectual
      property.

The Court, at the behest of the Debtor, issued a temporary
restraining order on the collateral agent in order for the sale
not to proceed.  Maximillian & Co. reinforced again its resolve
and served a notice to sell the intellectual property collateral
once the Court dissolved the TRO.

                       Bankruptcy Proceeding

In its bankruptcy filing, the Debtor filed an adversary proceeding
against each of the 2005 Noteholders, as well as Lewinsohn and
Maximillian & Co., in which the Debtor:

   a) sought a declaration that the purported annulment of the
      reinstatement of 2005 Notes was valid; and

   b) sought avoidance of the reinstatement of the 2005 Notes as a
      fraudulent conveyance.

The creditors noted that the bankruptcy proceeding and the
pre-bankruptcy action are "based on almost identical facts."  In
addition, the creditors also noted that:

   * the Debtor has not formally filed an application seeking to
     employ its main bankruptcy counsel;

   * Eneco is not paying the required maintenance fees for its
     intellectual property to the U.S. Patent and Trademark Office
     or overseas patent offices;

   * the Debtor's failure to maintain its intellectual property
     renders at a great risk of loss; and

   * despite the Debtor's representations in its statement of
     financial affairs, the value of the intellectual property is
     most likely less than outstanding indebtedness of the 2005
     Notes.

                    Abstention is "Appropriate"

Joel T. Marker, Esq., at McKay Burton & Thurman, told the Court
that it is clear that abstention is appropriate since it is
apparent that Eneco is seeking bankruptcy protection, not to
reorganize, but to change the forum of its current litigation with
the creditors, and frustrate the foreclosure of the 2005 Notes.

Eneco has no ongoing business to reorganize and no revenue stream
with which to reorganize, he continued.  According to the Debtor's
statements and schedules, Eneco avers that it is solvent, with
assets worth $25 million and debt of only $1.5 million, which is
further evidence of Eneco's motivation in filing bankruptcy.  
Indeed, Mr. Marker opined, if there was any financial distress on
Eneco, it was strategically self-inflicted by the Debtor's payment
of $180,000 to directors of Eneco and its counsel during the
bankruptcy proceeding.

Mr. Marker said that Lewinsohn and Maximillian & Co., on behalf of
the 2005 Noteholders, would be prejudiced if this Court does not
abstain from hearing Eneco's bankruptcy case, since they have
already spent time and resources to resolve the dispute before
non-bankruptcy courts.  The proceedings will delay their receipt
of the relief to which they are entitled, Mr. Marker reasoned.

Conversion or dismissal is also appropriate, said Mr. Marker,
because:

   1) the Debtor's bankruptcy filing was done in bad faith; and

   2) there is a substantial or continuing loss to or diminution
      of the estate and no reasonable likelihood of
      rehabilitation.

The creditors said that it was difficult to see how the Debtor
would reorganize itself since it has no ongoing business, no
revenue stream, and very few employees.  Furthermore, Eneco is
insolvent, Mr. Marker reiterated, which serves further indication
that the filing was done in bad faith.  Because it was done in
this manner, the Court may dismiss the case with prejudice, Mr.
Marker contended.

Finally, Mr. Marker also told the Court that it is proper to
appoint a Chapter 11 trustee since the individual directors and
managers of Eneco have material conflicts with the interests of
the Debtor itself.

Based in Salt Lake City, Utah, ENECO Inc. -- http://www.eneco.com/  
-- developed the Thermal Chip, a semiconductor that it claimed to
converted heat into electricity with a promise of substantial
energy savings and a reduction in harmful emissions.  The company
filed for Chapter 11 protection on Jan. 18, 2008 (Bankr. D. Utah
Case No. 08-20319).  Scott A. Cummings, Esq. and Steven T.
Waterman, Esq., at Ray Quinney & Nebeker, represent the Debtor in
its restructuring efforts.  The Debtor's schedules reflected
$25,098,286 in total assets and $1,685,493 in total debts.
     

ENVIRONMENTAL TECTONICS: AMEX Agrees to Review Delisting
--------------------------------------------------------
AMEX granted Environmental Tectonics Corporation's request for an
oral hearing to review the determination of AMEX to delist the
company's common stock from listing and registration on AMEX.
The hearing is scheduled for April 9, 2008.  

The company has the option of submitting by March 24, 2008,  
written materials in support of the continued listing of the
company's common stock.

This hearing results from a request by the company to appeal a
decision made by the AMEX on Jan. 30, 2008, to initiate delisting
proceedings of the company's common stock.  As a result of the
company's failure to file its Quarterly Reports on Form 10-Q for:

   (i) the first fiscal quarter ended May 25, 2007;

  (ii) the second fiscal quarter ended Aug. 24, 2007; and

(iii) the third fiscal quarter ended Nov. 23, 2007, the company
       is not in compliance with Sections 134 and 1101 of the AMEX
       Company Guide.

This non-compliance by the company made the company's common stock
subject to being delisted from AMEX.

The company may submit written materials and intends to make a
presentation at the hearing in support of the continued listing of
the company's common stock on AMEX but there is no assurance that
the company's request for continued listing on AMEX will be
granted.

If the Listing Qualifications Panel of the AMEX Committee on
Securities does not grant the relief requested by the company, its
common stock will be delisted from AMEX.  If the company's common
stock is delisted, the company expects that its common stock would
be quoted on the Over-The-Counter Bulletin Board if the company is
current in its filings with the Securities and Exchange
Commission.  Otherwise, it is expected that the company's common
stock would be quoted on the Pink Sheets.

                 About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,     
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

                              Waiver

As reported in the Troubled Company Reporter on Feb 7, 2008,
Environmental Tectonics received an extension on its credit
agreement waiver, originally received Nov. 21, 2007, from PNC
Bank, National Association, which extends the waiver to May 31,
2008.

This extension agreement requires ETC to deliver to PNC its
restated financial statements for the fiscal year ended Feb. 23,
2007, no later than May 31, 2008.


ENVIROSOLUTIONS HOLDINGS: Moody's Junks Ratings on Risk of Default
------------------------------------------------------------------
Moody's Investors Service lowered its debt ratings of
EnviroSolutions Holdings, Inc. and EnviroSolutions Real Property
Holdings, Inc. as: corporate family and probability of default,
each to Caa2 from B3, senior secured to Caa1 from B2.  The outlook
is negative.

The downgrades reflect Moody's belief that the probability of
default has increased since Fall 2007 because of increasing
pressure on liquidity caused by earnings and cash flows that
continue to trail the levels contemplated by EnviroSolutions when
it arranged its $215 million bank credit facility in August 2005.   
Performance below expectations has made it difficult for
EnviroSolutions to maintain compliance with financial covenants.   

"Moody's believes that significant additional capital investment
in transfer station capacity will be required to grow earnings to
levels that would allow EnviroSolutions to maintain compliance
with the financial covenants," said Jonathan Root, Moody's
analyst.  This would allow the company to meaningfully increase
the internalization rate, particularly from its Newark, New Jersey
rail-based transfer operations, which is needed to drive increases
in earnings and funds from operations.  However, raising the
needed capital is not assured, which likely complicates efforts to
obtain relief from the restrictive financial covenants.

The Caa2 corporate family rating reflects the increased
probability of default because of on-going non-compliance with
financial covenants.  The facility requires maximum Debt to EBITDA
of 3.5 times and minimum EBITDA to Interest of 3.0 times at
December 31, 2007.  Liquidity is weak.

EnviroSolutions now relies on cash on hand and a modest level of
cash flow from operations to meet capital expenditure and modest
debt service needs.  However, Moody's estimates that these do not
cover significant, near-term capital investments, including an
earnout payment expected under an asset-purchase agreement related
to the expansion of the Big Run landfill.  

The Caa1 senior secured rating, one notch above the CFR, reflects
the credit facility's majority share of the debt structure and
first priority liens on the owned real property, disposal permits
and accounts receivable.  Pledged real property includes
strategically located rail-side transfer stations serving key
Metro New York and New Jersey waste collection markets and
landfills with substantial permittable disposable capacity.

The negative outlook reflects the uncertainty regarding how the
company will resolve the on-going Event of Default under the
Credit Agreement.  Moody's could further downgrade its ratings if
it becomes evident that EnviroSolutions will not be able to
recomply with financial covenants to regain access to the revolver
or if it is not able to meet upcoming capital commitments.  The
outlook could be stabilized, or the ratings upgraded, if
EnviroSolutions is able to amend or otherwise restructure the
terms of the credit facility such that the company is likely to
prospectively maintain compliance with financial covenants to
improve its liquidity.

Downgrades:

Issuer: EnviroSolutions Holdings, Inc.

  -- Probability of Default Rating, Downgraded to Caa2 from B3

  -- Corporate Family Rating, Downgraded to Caa2 from B3

Issuer: EnviroSolutions Real Property Holdings, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Caa1 from
     B2

Outlook Actions:

Issuer: EnviroSolutions Holdings, Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: EnviroSolutions Real Property Holdings, Inc.

  -- Outlook, Changed To Negative From Stable

Loss Given Default Assessments:

Issuer: EnviroSolutions Real Property Holdings, Inc.

  -- Senior Secured Bank Credit Facility, Changed to 40 - LGD3
     from 41 - LGD3

EnviroSolutions Holdings, Inc., based in Manassas, Virginia, is an
integrated solid waste management company with a presence in
Virginia, Maryland, New Jersey, Kentucky, West Virginia and the
District of Columbia.  The company's assets include three
landfills, four transfer stations and several hauling and
collection operations.


ENVIROSOLUTIONS: S&P Junks 'B-' Ratings on Covenant Violations
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on EnviroSolutions Holdings Inc. to 'CCC+' from 'B-' and
placed the rating on CreditWatch with negative implications.  The
bank loan ratings on EnviroSolutions Real Property Holdings Inc.'s
$225 million senior secured credit facilities were also lowered,
to 'B-' from 'B', and placed on CreditWatch with negative
implications.  EnviroSolutions Real Property Holdings is a wholly
owned subsidiary of EnviroSolutions.  As of Dec. 31, 2007, the
Manassas, Virginia-based company had about $222 million of debt
outstanding.
      
"The rating action and CreditWatch placement reflects heightened
concerns regarding EnviroSolutions' liquidity position, as the
company is in violation of certain financial covenants under its
secured credit facility and is working with its lenders to obtain
a waiver to the credit facility," said Standard & Poor's credit
analyst Liley Mehta.
     
In addition, the company has sizable commitments related to
investments in landfill and transfer stations, including a
$38.5 million contingent payment due to the former owners of the
landfill that it is to pay out in the next few months.  The
contingent payment is due after the company obtains final
approval of the pending landfill expansion.  EnviroSolutions is
exploring various financing alternatives to raise the funds to
meet these commitments, but it is uncertain whether the company
can do so in a timely fashion in very difficult credit market
conditions.
     
Standard & Poor's will monitor developments and resolve the
CreditWatch listing following any developments related to raising
the necessary capital and to negotiations with lenders, and after
assessing the company's operating prospects.  S&P could affirm the
ratings if the company obtains covenant relief under its credit
agreement and raises the necessary capital in the next few months,
or S&P could raise the ratings if operating performance and cash
flow improve with the success of the company's capital projects
over the next several quarters.


EXIDE TECHNOLOGIES: Moody's Sees Positive Outlook for Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating at
Caa1 for Exide Technologies, Inc. but changed the outlook to
positive from stable.  Moody's also raised the rating on the
company's asset based revolving credit facility to Ba3 from B1.   
Moody's also affirmed ratings of the senior secured term loans, at
B1; and the senior secured junior-lien notes, at Caa1.  The
Probability of Default remains Caa1.

The Caa1 Corporate Family Rating continues to reflect Exide's weak
credit metrics balanced against operating performance that is
improving as a result of cost reduction initiatives and successful
pricing actions.  While Exide benefits from its geographic and
customer diversity, the company remains exposed to cyclical
industry conditions, weather uncertainties, and commodity pricing
pressures.

The positive outlook reflects the company's progress in applying
customer price increases and improved operational efficiencies
which are reflected in the company's recent quarterly performance.   
The company's recent performance further indicates that price
increases have taken hold and should further improve the company's
operating performance.  The company's capacity to generate free
cash flow in the near term should be helped by softer global lead
pricing due to softer global economic conditions.  For the LTM
period ending Dec. 30, 2007 DEBT/EBITDA (using Moody's standard
adjustments) was approximately 6.2x and interest coverage
approximated 0.7x.  Exide had $71 million of cash on hand at
12/31/2007 and $79 million of availability under its revolving
credit.  A fixed charge covenant 1.1 becomes effective if
availability falls below $40 million.

Ratings affirmed:

Exide Technologies, Inc.

  -- Caa1 Corporate Family Rating;

  -- Caa1 Probability of Default;

  -- Caa1 (LGD3, 45%) rating of $290 million of senior secured
     junior-lien notes due March 2013;

Exide Technologies, Inc. and its foreign subsidiary Exide Global
Holdings Netherlands CV:

  -- B1 (LGD2, 16%) to the $130 million senior secured term loan
     at Exide Technologies, Inc.;

  -- B1 (LGD2, 16%) to the $165 million senior secured term loan
     at Exide Global Holdings Netherlands CV.;

Ratings raised:

Exide Technologies, Inc.

  -- $200 million asset based revolving credit facility, to Ba3
     from B1.

The last rating action was on April 26, 2007 when the senior
secured bank debt was rated.

In a January 2008 Special Comment, Moody's outlined the changes to
its Loss-Given-Default methodology to recognize the favorable
recovery experience of asset-based loans relative to other types
of senior secured first-lien loans.  The terms of Exide's ABL meet
the eligibility requirements outlined in the Special Comment and,
therefore, its rating is Ba3, which is one notch higher than would
otherwise have been indicated by the LGD waterfall.

Exide, headquartered in Alpharetta, Georgia, is one of the largest
global manufacturers of lead acid batteries, with net sales
approximating $3.5 billion.  The company manufactures and supplies
lead acid batteries for transportation and industrial applications
worldwide.


FIELDSTONE MORTGAGE: U.S. Trustee Appeals Retention Payments
------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
will take an appeal to the United States District Court for the
District of Maryland from a bankruptcy court order approving  
Fieldstone Mortgage Company's request to pay $431,412 in retention
payments to employees.

The U.S. Trustee says that the remaining seven employees are
corporate officers and, thus, the payments must be evaluated
pursuant to Section 503(c)(1) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
the Debtor will use funds from the $3.8 million financing facility
extended provided by its parent, Credit-Based Asset Servicing and
Securitization LLC, to pay for the bonuses.

The Debtor previously obtained permission from the United States
Bankruptcy Court for the District of Maryland to pay $400,000 in
bonuses to 14 other lower ranking managers.

The Bankruptcy Court recently granted the Debtor's request to pay
$431,412 in bonuses on Feb. 27, 2008.

                     About Fieldstone Mortgage

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender that       
offers mortgage loans for multiple credit situations in the United
States.  In September 2007, Fieldstone was the target of a lawsuit
by Morgan Stanley over 72 mortgages worth $26.5 million that had
no, or late, payments.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor in its restructuring efforts.  The
U.S. Trustee for Region 4 has yet to appoint creditors to serve on
an Official Committee of Unsecured Creditors in this case.  As
reported in the Troubled Company Reporter on Feb. 5, 2008, it
listed total assets of $14,465,348 and total debts $121,342,790.

As reported in the Troubled Company Reporter on Dec. 19, 2007
the Debtor obtained up to $3.8 million in postpetition financing
from Credit-Based Asset Servicing and Securitization LLC.


FIRST FRANKLIN: Fitch Rates $13.8MM Class B-4 Certificates BB+
--------------------------------------------------------------
Fitch Ratings has taken rating actions on First Franklin Mortgage
Loan Trust 2007-H1, mortgage pass-through certificates.  In one
action, $813.9 million certificates was placed on Rating Watch
Negative.

Merrill Lynch First Franklin Mortgage Loan Trust 2007-H1
  -- $277.4 million class 1-A-1 rated 'AAA', placed on Rating
     Watch;

  -- $42.5 million class 1-A-2 rated 'AAA', placed on Rating
     Watch;

  -- $37.6 million class 1-A-3 rated 'AAA', placed on Rating Watch
     Negative;

  -- $186.3 million class 2-A-1 rated 'AAA', placed on Rating
     Watch Negative;

  -- $28.6 million class 2-A-2 rated 'AAA', placed on Rating Watch
     Negative;

  -- $10.0 million class 2-A-3A rated 'AAA', placed on Rating
     Watch Negative;

  -- $15.3 million class 2-A-3B rated 'AAA', placed on Rating
     Watch Negative;

  -- $529.7 million notional class X-A rated 'AAA', placed on
     Rating Watch Negative;

  -- $44.2 million class M-1 rated 'AA+', placed on Rating Watch
     Negative;

  -- $36.2 million class M-2 rated 'AA', placed on Rating Watch
     Negative;

  -- $22.8 million class M-3 rated 'AA-', placed on Rating Watch
     Negative;

  -- $17.4 million class M-4 rated 'A+', placed on Rating Watch
     Negative;

  -- $20.5 million class M-5 rated 'A', placed on Rating Watch
     Negative;

  -- $17.0 million class M-6 rated 'A-', placed on Rating Watch
     Negative;

  -- $17.4 million class B-1 rated 'BBB+', placed on Rating Watch
     Negative;

  -- $14.3 million class B-2 rated 'BBB', placed on Rating Watch
     Negative;

  -- $12.5 million class B-3 rated 'BBB-', placed on Rating Watch
     Negative;

  -- $13.8 million class B-4 rated 'BB+', placed on Rating Watch
     Negative.

Deal Summary
  -- Originators: First Franklin
  -- 60+ day Delinquency: 8.34%
  -- Realized Losses to date (% of Original Balance): 0.01%

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.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  -- $6.4 million class M10 downgraded to 'CCC' from 'BBB+'
     (BL:13.69, LCR: 0.79 );
  -- $9.8 million class M11 downgraded to 'CC' from 'BBB'
     (BL:11.95, LCR: 0.69 );

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  -- $118.4 million notional class A-IO affirmed at 'AAA';
  -- $39.4 million class M-1 downgraded to 'BB' from 'AA+'
     (BL:32.03, LCR: 1.34 );

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

First Franklin Mortgage Loan Trust 2006-FF10
  -- $89.3 million class A-1 downgraded to 'AA' from 'AAA',
  -- $94.1 million class A-2 affirmed at 'AAA',
     (BL:81.09, LCR: 3.72 );

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


FOCUS CAPITAL: To Liquidate After Missing Banks' Margin Calls
-------------------------------------------------------------
Focus Capital Fund Limited, the U.S. hedge fund of PSolve
Alternative in London, will be liquidated after incurring
significant trading losses in February 2008, The Financial Times
and Reuters report.

PSolve stated that it will write down GBP1.49 million, or $2.97
million of its Focus Capital investment, Reuters says.

FT relates that Focus Capital missed margin calls from its bank
lenders, and will shut down its operations.

According to FT, Focus Capital founders, Tim O'Brien and Philippe
Bubb, stated that a "violent short-selling" struck the hedge fund,
worsened by reports on Focus Capital's alleged financial trouble.

Focus Capital disposed of its large stakes, including its 30%
holding in Schulthess Group and 32% holding in Hiestand Holding,
FT and Reuters say.

Reuters reveals that Focus Capital used to handle as much as
$1 billion in investments just a month ago.

Focus Capital Fund Limited is a small companies equity specialist
that incurred substantial losses in its Swiss mid-cap equity
investments.  It is the U.S.-based hedge fund of PSolve
Alternatives PCC Ltd. (London Stock Exchange: PSLV.L)


FORTUNOFF: Gets Final OK to USE BoFA's $85 Million DIP Facility
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
authorized Fortunoff Fine Jewelry and Silverware LLC and its
debtor-affiliates to obtain credit, on a final basis for a period
through June 4, 2008, of up to $85,000,000 from a group of lenders
led by Bank of America, N.A., as lender and agent.  The DIP
Facility is comprised of:

   -- up to $78,000,000 in revolving loans, and

   -- up to $7,000,000 in Tranche A-1 loans, with $15,000,000
      sublimits for letters of credit and swingline loans.

The Court grants the DIP Lenders valid, binding, enforceable and
perfected liens in all of the Debtors' assets, subject only to a
Carve-Out and certain liens entitled to the senior prepetition
lenders.  The DIP Lenders' lien are first, prior, and superior to
any security, mortgage, or collateral interest or lien or claim
to all of the Debtors' assets.  Obligations under the DIP
Facility will be an allowed superpriority administrative expense
claim.

The Debtors will use proceeds from the DIP Facility to (i)  
refinance their prepetition debt from BofA under a revolving
credit facility on a rolling basis, and (ii) provide working
capital and greater liquidity to purchase inventory.  The Debtors
will use all proceeds pursuant to a budget, a copy of which is
available for free at:

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

The Court also authorizes the Debtors to obtain a $10,000,000
letter of credit from NRDC Equity Partners LLC's H Acquisition
LLC or Lord & Taylor LLC, for the purpose of maintaining their
inventory.  The Debtors will grant H Acquisition valid, binding,
enforceable and perfected liens in and to their assets, subject
to the liens in favor of the DIP Lenders and the lenders under
the BofA Prepetition Facility, but senior to any liens granted to
the lenders under the Term D Loan Agreement dated February 23,
2007.

All obligations under the DIP Facility and the Debtors' BofA
Prepetition Facility are due and payable upon the earliest to
occur of:

   (a) June 4, 2008;

   (b) the occurrence of an Event of Default under the DIP Credit
       Agreement;

   (c) the date upon which the Debtors receive the first proceeds
       from the sale of any of their assets in a sale conducted
       pursuant to Section 363 of the Bankruptcy Code; or

   (d) the effective date of any plan for the Debtors confirmed
       pursuant to Bankruptcy Code Section 1129.

A full-text copy of the Final DIP Order is available for free at:
http://bankrupt.com/misc/Fortunoff_DIPOrder.pdf

                        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)


FORTUNOFF: Can Use Lenders' Cash Collateral on Final Basis
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has entered a final order authorizing Fortunoff Fine Jewelry and
Silverware LLC and its debtor-affiliates to use their prepetition
lenders' cash collateral.

The Court has also authorized the Debtors to obtain $85,000,000
of DIP financing from a group led by Bank of America, N.A.  The
DIP loan would refinance their senior prepetition secured debt
due to BofA and provide additional cash to the Debtors.

As adequate protection from the diminution in value of their
collateral, BofA, as agent for the prepetition lenders owed
$67,000,000 under the Amended and Restated Credit Agreement,
dated August 13, 2007, will receive:

   -- valid, perfected and enforceable security interests and
      replacement liens in the Collateral, junior to the Liens
      granted to the DIP Agent, the Prior Permitted Liens and a
      Carve-Out for payment of fees of professionals and the U.S.
      Trustee; and

   -- an allowed superpriority administrative expense claim,
      junior to the DIP Superpriority Claim and the Carve-Out.

In addition, the Debtors will establish an account in the control
of BofA, as the Prepetition Agent, into which, $250,000 of
proceeds of any sale, lease or other disposition of any of the
Collateral will be deposited as security for any reimbursement,
indemnification or similar continuing obligations of the Debtors
in favor of the Prepetition Lenders.

Lenders under the Term D Loan Agreement dated Feb. 23, 2007, who
are owed the approximate principal sum of $17,400,000, will
receive, as adequate protection, valid, perfected, and
enforceable security interests and replacement liens in the
Collateral, which will be junior to the DIP Lenders' liens, the
Credit Agreement Replacement Liens, the Prior Permitted Liens,
the Carve-Out, H Acquisition's liens and the funding of the
Indemnity Account.  The Term D Lenders may receive up to $100,000
for professional fees and expenses.  As a condition to granting
the adequate protection, the Term D Lenders are deemed to have
consented to any sale or disposition of Collateral.

                        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)


FORTUNOFF: Committee Selects Otterbourg Steindler as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fortunoff Fine
Jewelry and Silverware LLC and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York for
authority to retain Otterbourg Steindler Houston & Rosen P.C., as
its counsel, effective as of Feb. 7, 2008.

Representing Agio International Co., Ltd., the Committee's
chairperson, Thomas Gold, Esq., in New York, relates that the
Committee has selected Otterbourg because of the firm's extensive
experience in business reorganizations under Chapter 11, and its
particular expertise in the retail industry.

Mr. Gold asserts that Otterbourg is qualified to represent the
Committee in a cost-effective, efficient, and timely manner.

As the Committee's counsel, Otterbourg will, among other things:

   -- assist and advise the Committee in its consultation with
      the Debtors;

   -- attend meetings and negotiate with the Debtors'
      representatives;

   -- assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   -- assist the Committee in the review, analysis and
      negotiation of any plan of reorganization and the
      accompanying disclosure statement;

   -- assist in the review, analysis, and negotiation of any
      financing agreements; and

   -- take all necessary action to protect the interests of the
      Committee, including (i) possible prosecution of actions,
      (ii) if appropriate, negotiations concerning all litigation
      in which the Debtors are involved, and (iii) if
      appropriate, review and analysis of claims filed against
      the Debtors' estates, (iv) generally prepare on behalf of
      the Committee all necessary motions, applications, answers,
      orders, reports and papers in support of positions taken by
      the Committee, and (v) appear before the Bankruptcy Court,
      the Appellate Courts, and the U.S. Trustee, and protect the
      Committee's interests.

Mr. Gold informs Judge Peck that Otterbourg intends to work
closely with the Debtors' representatives and the other
professionals retained by the Committee, to ensure that there is
no unnecessary duplication of services performed, or charged to,
the Debtors' estates.

Otterbourg will be paid its legal services on an hourly basis in
accordance with its customary hourly rates and for its actual and
necessary out-of-pocket disbursements:

   Professional               Hourly Rate
   ------------               -----------           
   Partner & Counsel          $530 to $795
   Associate                  $245 to $575
   Paralegal                  $175 to $205

Brett H. Miller, a member of Otterbourg, assures the Court that
his firm holds no interest adverse to the Committee and the
Debtors, and that Otterbourg is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                         About Fortunoff

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

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

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)


FORTUNOFF: Creditors' Panel Taps Cohen Tauber as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fortunoff Fine
Jewelry and Silverware LLC and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York for
authority to retain Cohen Tauber Spievack & Wagner P.C. as its
special conflicts counsel, effective as of Feb. 20, 2008.

On behalf of Agio International Co., Ltd. -- the Committee's
chairperson -- Thomas Gold, Esq., in New York, tells Judge Peck
that the Committee has selected Cohen Tauber because of the
firm's extensive experience in, and knowledge of, business
reorganizations under Chapter 11.

According to Mr. Gold, the Committee believes that Cohen Tauber
is qualified to represent the Committee in a cost-effective,
efficient and timely manner.

Specifically, the Committee needs Cohen to:

   -- assist in the review, analysis, and negotiation of
      financing agreements with Bank of America, N.A.;

   -- appear before the Bankruptcy Court, the Appellate Courts,
      and the U.S. Trustee to protect the Committee's interests;
      and

   -- perform all other necessary legal services.

Mr. Gold tells the Court that Cohen Tauber intends to work
closely with other professionals retained by the Committee, to
ensure that there is no unnecessary duplication of services
performed or charged to the Debtors' estates.

In addition to necessary out-of-pocket expenses, Cohen Tauber
charges for its legal services on an hourly basis in accordance
with its customary hourly rates:

   Professional               Hourly Rate
   ------------               -----------
   Shareholder/Counsel       $475 to $545
   Associate                 $275 to $350
   Paralegal                 $125 to $195

Robert A. Boghosian, Esq., an attorney at Cohen Tauber, assures
the Court that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                         About Fortunoff

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

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

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)


FREMONT GENERAL: S&P Slashes Rating to 'CC' on Covenant Default
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Fremont General Corp. to 'CC' from
'CCC-'.  The rating remains on CreditWatch Negative.
      
"The downgrade is based on Fremont's announcement that it has
received a notice of covenant default on guarantees associated
with the sale of its subprime loans," said Standard & Poor's
credit analyst Adom Rosengarten.
     
Brea, California-based Fremont General is the parent company of a
bank currently operating under a cease-and-desist order issued by
the FDIC.  Fremont relies on dividends from its bank subsidiary as
a source of funding to service its debt, but under the cease-and-
desist order, regulators have restricted dividend payments from
the bank since March 2007.
     
The notice of covenant default puts additional pressure on
Fremont's liquidity.  The company has stated that it may have to
deposit cash into a reserve account or provide a letter of credit
to satisfy the tangible net worth covenant associated with the
guarantees.  The company acknowledged that it is not in a position
to provide these remedies, which in turn implies a heightened
likelihood that the subprime loan purchasers would declare an
event of default.  An event of default on any of the company's
obligations would move the counterparty credit rating to a default
rating.


FREMONT INVESTMENT: S&P Removes Company From Select Servicer List
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed Fremont Investment &
Loan from its Select Servicer List as a residential subprime loan
servicer.
     
The removal of FIL from Standard & Poor's Select Servicer List
follows the March 4, 2008, downgrade of Fremont General Corp. to
'CC/Watch Neg'.

Fremont is the corporate parent of FIL.  Concurrent with the
corporate downgrade, S&P lowered its counterparty credit rating on
FIL to 'CCC-/Watch Neg' from 'CCC/Watch Neg'.  The downgrade and
placement of the counterparty rating on FIL on CreditWatch
negative has resulted in an insufficient financial position, which
negates the company's inclusion on the Select Servicer List.


GENERAL MOTORS: Offers Additional Exit Financing to Delphi Corp.
----------------------------------------------------------------
Delphi Corp. is taking the steps necessary to enable the
completion of its exit financing syndication.  Delphi said that it
has been advised by General Motors Corp. that GM is prepared to
provide additional exit financing.  The company's $6.1 billion
exit financing package is now expected to include a $1.6 billion
asset-backed revolving credit facility, at least $1.7 billion of
first-lien term loan, an up to $2.0 billion first-lien term note
to be issued to GM (junior to the $1.7 billion first-lien term
loan), and an $825 million second-lien term loan, of which any
unsold portion would be issued to GM.

Delphi believes that GM's increased participation in the exit
financing structure is necessary to successfully syndicate its
exit financing on a timely basis and is consistent with its First
Amended Joint Plan of Reorganization and the investment agreement
with its plan investors.  However, certain of Delphi's plan
investors have advised the company they believe the proposed exit
financing with increased GM participation would not comply with
conditions in the company's investment agreement between Delphi
and the plan investors.

To clarify that GM's increased participation complies with the
Plan and the investment agreement, and to require each of the Plan
Investors to perform their obligations under the investment
agreement, Delphi asks the U.S. Bankruptcy Court for the Southern
District of New York seeking limited relief from the Court under
section 1142 of the Bankruptcy Code with respect to the Plan,
which was confirmed by the Court on Jan. 25, 2008.

Under Section 1142 of the Bankruptcy Code, bankruptcy courts may
direct the debtor and any other necessary party to perform any act
that is necessary for the consummation of a plan that has been
confirmed by the Bankruptcy Court.

Delphi's lead plan investor has also agreed to extend from
March 31, 2008 to Apr. 5, 2008 the first date by which it could
terminate the investment agreement with Delphi if the effective
date of the Plan has not occurred, which would provide Delphi
additional time to comply with closing conditions under the
investment agreement.

                        About Delphi Corp.

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

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

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

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

                             About GM

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GENERAL MOTORS: Key Supplier Labor Strike Affects More GM Plants
----------------------------------------------------------------
General Motors Corp. anticipates to shut down a transmission plant
in Toledo, Ohio, a metal casting plant in Saginaw, Michigan, and a
DMAX plant in Moraine, Ohio, on Monday, March 10, 2008, as United
Auto Workers union workers of key supplier American Axle &
Manufacturing Inc. continue their labor strike, according to GM's
production statement.

An assembly plant in Janesville, Wisconsin will continue
production but on shortened shifts next week.  If the strike lasts
beyond next week, other alternative work schedules will be
evaluated.

Roughly 680 hourly and 170 salaried workers at the Saginaw plant
will be affected, while 1,008 hourly and 187 salaried employees at
the DMAX plant will be displaced.  About 2,246 hourly and 193
salaried workers of the Janesville plant will be affected with the
shortened shifts.

As reported in the Troubled Company Reporter on March 5, 2008, the
Toledo Transmission plant is expecting 1,444 hourly and 219
salaried workers to be laid off.

As previously disclosed 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.

Lay-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.


GENESCO INC: Terminates Finish Line-Merger and Settles Dispute
--------------------------------------------------------------
Genesco Inc. entered into a definitive agreement with The Finish
Line Inc., UBS LLC and UBS Loan Finance LLC for the termination of
a merger agreement with Finish Line and the settlement of all
related litigation among Finish Line and Genesco and UBS.

The terms of the settlement agreement are:

   -- The merger agreement between Genesco and Finish Line will be
      terminated; the financing commitment from UBS to Finish Line
      will be terminated;

   -- UBS and Finish Line will pay to Genesco an aggregate of
      $175 million in cash along with a number of Class A shares
      of Finish Line common stock equal to 12% of the total post-
      issuance Finish Line outstanding shares of common stock.  As
      part of the settlement, Genesco and Finish Line have agreed
      to a mutual standstill agreement;

   -- The payment of the cash and shares required by the
      settlement is expected to occur on Friday, March 7, 2008;

   -- It is anticipated that the Class A shares of Finish Line
      will be remitted to Genesco's shareholders soon as
      practicable after the registration of such shares by Finish
      Line; and

    -- The agreement provides for customary mutual releases of the
       parties.
                       Shareholder Objection

In connection with the settlement, QVT Financial LP, Genesco's
largest shareholder, issued this statement:

"QVT Financial LP strenuously opposes the proposed settlement
between Genesco, The Finish Line and UBS and urges Genesco's board
of directors to reject the settlement.  QVT believes that the
settlement is not in the best interests of Genesco's shareholders
and that approval by the board of the settlement would be a breach
of the directors' fiduciary duties to shareholders."

"QVT wishes to meet immediately with the board and management to
explain our view that approval of the settlement would constitute
a breach of fiduciary duty and urges the board to take no action
prior to consulting with QVT and other major shareholders."

                       About The Finish Line

The Finish Line Inc. (NASDAQ: FINL) -- http://www.finishline.com/  
-- and -- http://www.manalive.com/-- together with its   
subsidiaries, is a mall-based specialty retailer in the United
States.  The company operates under the Finish Line, Man Alive and
Paiva brand names.  Finish Line is a mall-based specialty retailer
of men's, women's and children's brand name athletic, lifestyle
and outdoor footwear, soft goods, activewear and accessories.  As
of April 20, 2007, the company operated 693 Finish Line stores in
47 states.

                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                        
GENESCO INC: S&P Holds B+ Rating on Finish Line Merger Termination
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and other ratings on Nashville, Tennessee-based Genesco
Inc. and removed them from CreditWatch, where they were placed
with developing implications on April 20, 2007.  This action
follows the termination of the merger agreement with the Finish
Line and UBS and settlement of all related litigation.  The
outlook is stable.
      
"The stable outlook reflects our expectations for minimal
improvements in operating performance over the near term," said
Standard & Poor's credit analyst David Kuntz.  With the resolution
of the litigation from Finish Line and UBS, this will no longer be
a distraction for the company.


HOME EQUITY: S&P Ratings on Class B-2 Tumbles to 'D' From 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of mortgage and home equity pass-through certificates from
Home Equity Asset Trust 2003-5 and Morgan Stanley ABS Capital I
Inc. Trust 2003-NC10.  In addition, S&P affirmed its ratings on
the remaining six classes of certificates from these transactions.   
Both transactions were issued during the second half of 2003.
     
The negative rating actions reflect the performance of the
individual pools as of the February 2008 remittance period.    
Current or projected credit support levels are not sufficient to
support the previous ratings on the downgraded classes.  While
Home Equity Asset Trust 2003-5 and Morgan Stanley ABS Capital I
Inc. Trust 2003-NC10 are 54 months and 52 months seasoned,
respectively, both pools continue to incur sizable losses that are
outpacing the monthly excess interest.  The 12-month average
losses for these pools are approximately $367,000 and $593,000,
respectively, and the remaining pool factors are 9.17% and 9.19%.   
Overcollateralization (O/C) has eroded for Home Equity Asset Trust
2003-5 and is 46% below target for Morgan Stanley ABS Capital I
Inc. Trust 2003-NC10.  As of the February 2008 remittance period,
serious delinquencies (90-plus days, foreclosures, and REOs) were
$8.24 million and $18.10 million for each deal, respectively,
while cumulative losses were $14.67 million and $18.40 million.
     
The affirmations of the ratings on the remaining six classes from
these deals reflect sufficient credit support for the current
ratings as of the February 2008 remittance period.
     
A combination of subordination, excess spread, and O/C provides
credit support to both transactions.  The underlying collateral
for the deals consists of subprime mortgage loans.

                          Ratings Lowered

                 Home Equity Asset Trust 2003-5
             Home equity pass-through certificates

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             M-2               BBB            A
             M-3               BB             BBB-
             B-1               CCC            B-
             B-2               D              CCC
              
        Morgan Stanley ABS Capital I Inc. Trust 2003-NC10
                 Mortgage pass-through certificates

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             B-1               BBB-           BBB+
             B-2               BB             BBB
             B-3               CCC            B

                         Ratings Affirmed

                 Home Equity Asset Trust 2003-5
             Home equity pass-through certificates

             Class                              Rating
             -----                              ------
             A-1, A-2                           AAA
             M-1                                AA

        Morgan Stanley ABS Capital I Inc. Trust 2003-NC10
                 Mortgage pass-through certificates

             Class                              Rating
             -----                              ------
             M-1                                AA+
             M-2                                A
             M-3                                A-



IMAGING SPECIALISTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Imaging Specialists Group, Ltd.
        3101 Churchhill Drive
        Suite 100
        Flower Mound, TX 75022

Bankruptcy Case No.: 08-40561

Chapter 11 Petition Date: March 3, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: E. P. Keiffer, Esq.
                  Wright Ginsberg Brusilow, PC
                  1401 Elm Street
                  Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  E-mail: pkeiffer@wgblawfirm.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
   ------                                          ------------
Center Place Properties                                $122,230
3101 Churchill Road
Suite 200
Flower Mound, TX 75022

Texas Diagnostics Imaging, P.A.                         $98,515
4100 West 10th Street
Suite 202
Plano, TX 75093

Philips Medical Systems                                 $80,117
P.O. Box 100355
Atlanta, GA 30384

Consultants in Radiology, PA                            $58,253

Peter Marshall & Company, P.C.                          $45,734

Siemens Medical                                         $43,224

GE Medical Systems                                      $33,574

WebMD Practice Services                                 $25,949

Law Offices of Terry Stallings                          $13,503

SBC Yellow Pages                                         $4,113

Express Personnel Services                               $3,077

Incipit Medical Physics, Inc.                            $3,400

MEDRAD                                                   $2,906

RadCom Associates, LLC                                   $2,000

Colbert Consulting Group                                 $1,933

MES, Inc.                                                $1,083

Invivo Diagnostics Imaging                                 $857

Verizon Southwest                                          $842

Angelica Textile Services                                  $842

The CIT Group/E                                         Unknown


INDIANTOWN COGENERATION: Fitch Holds 'BB' Rating on $505MM Bonds
----------------------------------------------------------------
Fitch Ratings affirmed the 'BB' rating on Indiantown Cogeneration
L.P. and Indiantown Cogeneration Funding Corp.'s $505 million
($345 million outstanding) taxable first mortgage bonds due 2010 &
2020 and $125 million tax-exempt facility revenue bonds due 2025.  
The rating affirmation is based on the ongoing mismatch between
ICL's variable fuel costs and energy revenues earned under the
power purchase agreement with Florida Power and Light Company.  
Fitch has evaluated ICL's credit quality on a stand-alone basis,
independent of the credit quality of its owners. The Rating
Outlook is Stable.

Financial performance showed improvement in 2007, though ICL
remains exposed to the same long-term risk factors responsible for
previous strains on liquidity.  ICL's variable production costs
continue to exceed PPA energy revenues, which are not directly
linked to the expenses actually incurred by ICL.  Rather, ICL is
reimbursed at a variable energy rate primarily based on a
commodity coal index and a coal transportation index, as defined
in the PPA.

The discrepancy between ICL's coal costs and the commodity index
has narrowed due to the escalation of the commodity index in 2007.  
ICL currently procures coal under supply agreements with
Appalachian coal producers and pays fixed prices that exceed the
corresponding coal price in the commodity index.  Recent
improvements in the commodity index were partially offset by
higher coal transportation costs due to an increase in the oil-
based fuel surcharge under the coal transportation agreement with
CSX Transportation, Inc.  While the coal transportation index is
aligned with ICL's cost basis under the CSX agreement, the PPA
does not include a reimbursement mechanism for the fuel surcharge.  
Thus, both the commodity price of coal and the associated
transportation costs continue to exceed the corresponding
components of the UEPC.

Unless ICL resolves the mismatch between PPA energy revenues and
fuel costs, ICL will remain exposed to a potential increase in the
price of coal when a key coal supply agreement's price reopens in
2011.  Though the PPA includes a provision (Section 8.5) intended
to adjust the UEPC for discrepancies between energy payments and
fuel costs, ICL and FPL have disagreed over the implementation of
this provision.  Over the past two years, FPL has paid a total of
approximately $4 million in true-up payments pursuant to Section
8.5.  Each payment has been retroactively applied to energy
payments made in prior periods.  ICL contends that FPL's Section
8.5 payments have been insufficient to fully reimburse ICL's fuel
costs and the UEPC should be adjusted on a look-ahead basis.

ICL has been engaged in negotiations with FPL concerning Section
8.5 for several years, and it is uncertain whether ICL can
streamline the UEPC adjustment process going forward.  ICL's
credit quality would be enhanced if ICL secures timely UEPC
adjustments that adequately compensate ICL for shortfalls between
energy revenues and fuel costs.  Absent a favorable resolution to
the negotiations, ICL will face heightened exposure to operating
risks as long as fuel costs exceed energy payments.

Fitch expects relatively stable financial performance over the
next two years with debt service coverage ratios remaining below
1.3 times.  ICL's management has pursued several cost containment
measures, but certain major expenses are rigid, such as the
contractual price of coal, or remain subject to cost inflation,
such as the fuel surcharge in the coal transportation agreement.   
ICL continues to earn the maximum capacity payment under the PPA
on strong operational performance.  It is unlikely that energy
revenues will significantly improve, as Fitch expects the
commodity fuel index to remain flat over the next 12 - 18 months.  

Fitch considers ICL's credit quality unaffected by Energy
Investors Fund's November 2007 acquisition of an indirect 80%
ownership interest in ICL.  Cogentrix Energy, LLC. owns the
remaining 20% equity interest and retains veto power over key
ownership decisions.  Subsidiaries of Cogentrix will continue to
perform the day-to-day management, operations, and maintenance
functions at ICL.

The Indiantown project consists of a 330-megawatt coal-fired
qualifying facility located in Martin County, Florida, supplying
energy and capacity to FPL and steam to Louis Dreyfus Citrus.  
Fitch has assigned FPL a long-term Issuer Default Rating of 'A'
with a Stable Outlook.  ICL is a special purpose limited
partnership jointly owned by indirect subsidiaries of EIF and
Cogentrix, itself an indirect wholly owned subsidiary of Goldman
Sachs Group, Inc.  The taxable first mortgage bonds were issued
jointly by ICL and its wholly owned subsidiary, Indiantown
Cogeneration Funding Corp.  The tax-exempt facility revenue bonds
were issued by the Martin County Industrial Development Authority
on behalf of ICL.


INDYMAC HOME: Moody's Reviews 19 Tranches' Ratings for Likely Cuts
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade 19 tranches from three deals issued by IndyMac in 2004
and 2005.  The collateral backing these classes consists of fixed
and adjustable-rate subprime mortgage loans.

The ratings were placed under review for possible downgrade based
on the respective tranches' current credit enhancement levels
relative to current projected pool losses.

Complete rating actions are:

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD
2004-B

  -- Cl. M-7, Placed on review for possible downgrade,
     currently Baa1

  -- Cl. M-8, Placed on review for possible downgrade,
     currently Baa2

  -- Cl. M-9, Placed on review for possible downgrade,
     currently Baa3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD
2004-C

  -- Cl. M-3, Placed on review for possible downgrade,
     currently Aa3

  -- Cl. M-4, Placed on review for possible downgrade,
     currently A1

  -- Cl. M-5, Placed on review for possible downgrade,
     currently A2

  -- Cl. M-6, Placed on review for possible downgrade,
     currently A3

  -- Cl. M-7, Placed on review for possible downgrade,
     currently Baa1

  -- Cl. M-8, Placed on review for possible downgrade,
     currently Baa2

  -- Cl. M-9, Placed on review for possible downgrade,
     currently Baa3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2005-A

  -- Cl. M-2, Placed on review for possible downgrade,
     currently Aa2

  -- Cl. M-3, Placed on review for possible downgrade,
     currently Aa3

  -- Cl. M-4, Placed on review for possible downgrade,
     currently A1

  -- Cl. M-5, Placed on review for possible downgrade,
     currently A2

  -- Cl. M-6, Placed on review for possible downgrade,
     currently A3

  -- Cl. M-7, Placed on review for possible downgrade,
     currently Baa1

  -- Cl. M-8, Placed on review for possible downgrade,
     currently Baa2

  -- Cl. M-9, Placed on review for possible downgrade,
     currently Baa3

  -- Cl. M-10, Placed on review for possible downgrade,
     currently Ba1


INERGY LP: Buys Retail Division of Farm & Home from Buckeye
-----------------------------------------------------------
Inergy LP signed a definitive agreement to purchase the retail
division of Farm & Home Oil Company LLC, from Buckeye Partners LP.  
The transaction is expected to close within the next 45 days and
is subject to customary closing conditions.

In addition, Inergy disclosed recent acquisitions of Rice Oil Co.,
Inc. located in Greenfield, Massachusetts and Capitol Propane LLC
located near Columbus, Ohio.  These three transactions are
expected to be immediately accretive to unitholders on a
distributable cash flow per unit basis.

The combined operations serve over 30,000 customers from eight new
retail locations.  Upon completion of these transactions, Inergy
expects to have invested approximately $53 million in capital and
expects full-year earnings before interest, taxes, depreciation,
and amortization from these operations to be approximately
$8 million.

"These three transactions meet our criteria of acquiring good
businesses in good markets and complement our footprint in the
Northeast," John Sherman, president and chief executive officer of
Inergy, said.  "We welcome the employees of these companies to the
Inergy family as we continue the execution of our growth strategy
on behalf of our unitholders."

                      About Buckeye Partners

Based in Breinigsville, Pennsylvania, Buckeye Partners LP
(NYSE:BPL) -- http://www.buckeye.com/-- is engaged in the  
transportation, terminal ling and storage of refined petroleum
products for integrated oil companies, refined petroleum product
marketing companies and end users of petroleum products.  The
partnership also operates pipelines owned by third parties under
contracts with integrated oil and chemical companies, and performs
pipeline construction activities, generally for these same
customers.  Buckeye GP LLC is the general partner of Buckeye
Partners.  The partnership operates its business through three
segments: pipeline operations, terminal ling and storage and other
operations.

                           About Inergy

Headquartered in Kansas City, Missouri, Inergy L.P. (NASDAQ:NRGY)
-- http://www.inergypropane.com/-- owns and operates, principally  
through Inergy Propane LLC, a retail and wholesale propane supply,
marketing and distribution business.  The company also operates a
midstream business that includes a natural gas storage facility, a
liquefied petroleum gas storage facility and a natural gas liquids
business.  During the fiscal year ended Sept. 30, 2007, Inergy
sold and physically delivered approximately 362.2 million gallons
of propane to retail customers and approximately 383.9 million
gallons of propane to wholesale customers.  Its propane business
includes the retail marketing, sale and distribution of propane,
including the sale and lease of propane supplies and equipment, to
residential, commercial, industrial and agricultural customers.   
The company markets its propane products under various regional
brand names.


INERGY LP: Purchase Agreements Will Not Affect S&P's 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that retail and wholesale
propane distributor Inergy L.P.'s (BB-/Stable/--) announcement of
its agreement to purchase the retail divisions of Farm & Home Oil
Company LLC, Rice Oil Co., and Capitol Propane LLC for about
$53 million will not affect the company rating or outlook.

Although the fuel oil business of Farm & Home exposes Inergy to
lower margins than propane, the acquisition does not affect
Inergy's overall business mix.  S&P views these transactions as a
continuation of Inergy's strategy to add complimentary businesses
that strengthen the company's footprint in the Northeast and upper
Midwest and contribute additional cash flow at a reasonable cost.


INGEAR CORP: U.S. Trustee Appoints Five-Member Creditors Panel
--------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 11, appoints five
members to the Official Committee of Unsecured Creditors in the
Chapter 11 case of InGear Corporation.

The Creditors Committee members are:

     1. Pacific Coast Warehouse Co.
        5125 Schaefer Avenue
        Chino, CA 91710
        Attn: Michael H. Traison
        Miller Canfield Paddock & Stone, PLC
        225 W. Washington, Suite 2600
        Chicago, IL 60606

     2. World Commerce Services LLC.
        920 East Algonquin Road, Suite 120
        Schaumburg, IL 60173
         Attn: Remo Picchietti

     3. Jiaxing Newcomer Luggages & Bags
        Manufacturing Co. Ltd.
        Cross Pingxing Road & Shankin Rd.
        Xindai Town, Pinghu 314211
        Attn: Geoffrey J. Peters
        175 S. Third St., Suite 900
        Columbus, OH 43215

     4. HKM International
        RM 301 Knutsford Comm. Bldg.
        4-5 Knutsford Terrace, TSIM Sha Tsui
        Kowloon Hong Kong
        Attn: Joseph Myers
        Clear Thinking Group
        401 Towne Centre Drive
        Hillsborough, NJ 08844

     5. Shanghai Neoent Industrial Co.
        3rd Industrial Park
        GuangMing, Twon, Feng Xian District
        Shanghai, China
        Attn: Robert Fishman
        Shaw Gussis Fishman Glantz Wolfson &
        Towbin LLC
        321 N. Clark, Suite 800
        Chicago, IL 60610

Headquartered in Buffalo Grove, Illinois, InGear Corporation  --
http://www.ingearsports.com/--  manufactures leather goods, toys  
and sporting goods.  The Debtor filed for Chapter 11 protection on
Feb. 7, 2008, (Bankr. N. D. Ill. Case No.: 08-02824.)  Daniel A.
Zazove, Esq. at Perkins Coie L.L.P. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it has estimated assets and debts of $10 million to
$50 million.


INGEAR CORP: Wants to Hire Perkins Coie as Bankruptcy Counsel
-------------------------------------------------------------
InGear Corporation seeks authority from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Perkins Coie LLP
as counsel.

The Debtor selected Perkins Coie because of its experience and
knowledge in the field of the debtor's and creditor's rights and
business insolvencies under the Bankruptcy Code.

Perkins Coie will:

   a) prepare all motions, applications, answers, orders, reports
      and papers necessary to administer the Debtor's estate;

   b) take all necessary action to protect and preserve the
      Debtor's estate, including prosecuting actions on the
      Debtor's behalf, defensing any action commences against the
      Debtor and representing the Debtor's interest in
      negotiations concerning all litaigation in which the Debtor
      may be involved, including, claims filed against the estate;

   c) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   d) advise the Debtor in connection with the sale of its assets,
      including inventory and real estate;

   e) appear before the Court and the U.S. Trustee to assert and
      protect the interest of the Debtor's estate; and

   f) perform other necessary leagl services in connection with
      the Debtor's Chapter 11 case.

Daniel Zazove, Esq., tells the Court that the firms hourly rates
vary with the experience and seniority of the individuals
assigned.  The standard hourly rate are:

     Professionals                 Hourly Rate
     -------------                 -----------
     Partners                      $870 - $340
     Junior Associates             $490 - $255
     Paralegals                    $305 - $125

Specifically, the hourly rates of the professionals working on the  
case are:

     Name                      Designation      Hourly Rate
     ----                      -----------      -----------
     Daniel A. Zazove, Esq.    Partner             $625
     Brian A. Audette, Esq.    Associate           $385
     Michelle L. Jawor         Paralegal           $185

Mr. Zazove also relates that the Debtor advanced to the firm
$50,000 and the firm expects that the Debtor will continue to
advance funds to pay its fees and costs on a weekly basis.

Mr. Zazove further relates that the firm will reimburse all the
out-of-pocket expenses incurred in connection with services
rendered for this case.

Mr. Zazove assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Zazove can be reached at:

     Perkins Coie LLP
     Suite 1700, 131 S. Dearborn Street
     Chicago, IL 60603-5559
     Tel (312) 324-8400
     Fax (312) 324-9400

Headquartered in Buffalo Grove, Illinois, InGear Corporation  --
http://www.ingearsports.com/--  manufactures leather goods, toys  
and sporting goods.  The Debtor filed for Chapter 11 protection on
Feb. 7, 2008, (Bankr. N. D. Ill. Case No.: 08-02824.)  No Trustee
or examiner has been appointed in this case.  When the Debtor
filed for protection from its creditors, it has estimated assets
and debts of $10 million to $50 million.


INVERNESS MEDICAL: Incurs $12.5 Mil. Net Loss for 2007 Fourth Qtr.
------------------------------------------------------------------
Inverness Medical Innovations Inc. reported results for the fourth
quarter of 2007 and year ended Dec. 31, 2007.

The net loss prepared in accordance with accounting principles
generally accepted in the United States of America was
$12.5 million compared to net income of $6.0 million for the
fourth quarter of 2006.  The company reported adjusted cash basis
net income of $27.6 million for the fourth quarter of 2007,
compared to adjusted cash basis net income of $13.8 million for
the fourth quarter of 2006.

The companys generally accepted accounting principles result for
the fourth quarter of 2007 include amortization of $25.6 million,
the write-off of $4.8 million of in-process research and
development acquired in connection with our acquisition of
Diamics, $5.2 million of restructuring charges, $5.3 million of
stock-based compensation expense, a $0.8 million charge related to
the write-up to fair market value of inventory acquired in
connection with the Cholestech and HemoSense acquisitions, and an
unrealized foreign currency loss of $3.9 million associated with a
cash escrow established in connection with the acquisition of BBI
Holdings Plc.  

In the fourth quarter of 2007, the company recorded net revenue of
$288.0 million compared to net revenue of $157.0 million in the
fourth quarter of 2006.  The revenue increase was primarily due to
increased product sales in the company's professional diagnostics
segment which grew from $87.2 million in the fourth quarter of
2006 to $234.2 million in 2007, principally as a result of
businesses acquired which contributed $139.3 million of the
increased product revenue.  Partially offsetting this increase was
a decrease of $16.1 million in revenue as compared to the prior
years quarter as a result of the company's second quarter of 2007
formation of a joint venture for its consumer diagnostics business
with the Procter & Gamble company and a $3.3 million decrease in
product sales from its nutritional segment.

For the fiscal year ended Dec. 31, 2007, the company incurred a
net loss of $241.4 million compared to $16.8 million net loss for
fiscal 2006.  Net product sales were $794.1 million for 2007
compared to $552.1 million in 2006.

As of Dec. 31, 2007, the company's balance sheet reflected a total  
stockholder's equity of $2,589.9 million.

                      About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service placed the long-term debt ratings of
Inverness Medical Innovations Inc. on review for possible
downgrade.  These ratings are: B2 corporate family rating; B2
probability of default rating; B1 (LGD3/34%) rating on a
$150 million senior secured revolver due 2013; B1 (LGD3/34%)
rating on a $900 million senior secured term loan due 2014; and
Caa1 (LGD5/82%) rating on a $250 million second lien term loan due
2015.


INVERNESS MEDICAL: In Talks with Lenders to Amend Matria Deal
-------------------------------------------------------------
Matria Healthcare Inc. buyer Inverness Medical Innovations Inc. is
in talks with lenders about restructuring its offer to buy Matria,
the Financial Times reports, citing sources familiar with the
matter.  Both parties might mutually cancel the deal if they won't
agree on amicable offer terms, instigating a rival bidder to step
in.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Inverness entered into a definitive agreement with Matria, wherein
Inverness will acquire all outstanding shares of common stock of
Matria, for consideration of (i) $6.50 per share and (ii)
convertible preferred stock having a stated value of $32.50 per
share or $39.00 in cash.  The total transaction consideration is
expected to be approximately $1.2 billion, consisting of
approximately $900.0 million to acquire the Matria shares of
common stock and assumption of approximately $300.0 million of
Matrias indebtedness outstanding.

FT relates that Inverness shareholders have been expressing
unfavorable responses on the Matria deal, as indicated in the
company's declining share price, according to unnamed sources.  
Matria shareholders also showed resentment towards the deal as
revealed in Matria shares trading around the same level as they
were prior to the transaction.

Inverness also disclosed net losses of $12.5 million for the 2007
fourth quarter and $241.4 million for the 2007 fiscal year.

                    About Matria Healthcare
                     
Headquartered in Marietta, Georgia, Matria Healthcare Inc. --
http://www.matria.com/-- provides integrated comprehensive health   
enhancement programs to health plans, employers and government
agencies.  Matria develops better educated, motivated and self-
enabled healthcare consumers and supporting clinicians in managing
the care of their patients.  Matria manages major chronic diseases
and episodic conditions including diabetes, congestive heart
failure, coronary artery disease, asthma, chronic obstructive
pulmonary disease, high-risk obstetrics, cancer, musculoskeletal
and chronic pain, depression, obesity, and other conditions.  
Matria delivers programs that address wellness, healthy living,
productivity improvement and navigation of the healthcare system,
and provides case management of acute and catastrophic conditions.  
Matria operates through nearly 50 offices around the United
States.

                        About Inverness

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,     
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service placed the long-term debt ratings of
Inverness Medical Innovations Inc. on review for possible
downgrade.  These ratings are: B2 Corporate Family Rating; B2
Probability of Default Rating; B1 (LGD3/34%) rating on a $150
million Senior Secured Revolver due 2013; B1 (LGD3/34%) rating on
a $900 million Senior Secured Term Loan due 2014; and Caa1
(LGD5/82%) rating on a $250 million Second Lien Term Loan due
2015.


JD INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: JD Investment Enterprises LLC
        2968 North Desert Forest Lane
        Lehi, UT 84043

Bankruptcy Case No.: 08-21175

Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: March 3, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Michael N. Emery, Esq.
                  Richards Brandt Miller & Nelson
                  299 South Main Street
                  P.O. Box 2465
                  Salt Lake City, UT 84110-2465
                  Tel: (801) 531-2000
                  Fax: (801) 532-5506
                  michael-emery@rbmn.com

Estimated Assets: $1 million to $ 100 million

Estimated Debts:  $1 million to $ 100 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Heber Valley National Bank                           $3,523,383
2 South Main Street
Heber City, UT 84032

JSD Management                                          $75,000
3465 South Hunnington
Bountiful, UT 84010

Hog Excavation                                          $52,290
1520 South Daniels Road
Heber City, UT 84032

RJ Enterprises                                          $25,632

Witt Excavation Inc.                                    $22,939

Delta Stone Products                                    $19,359

Fabian & Clendenin                                      $12,608

Arrow Enterprises                                        $9,000

Park City Television                                     $5,760

Byrd & Associates                                        $5,543

Dominion Engineering                                     $4,608

Midway Sanitation District                               $2,488

JB Gordon Construction                                   $1,866

Homes And Land Management                                $1,300

Wave Publishing Company                                  $1,126

Hobbs Mediation                                          $1,099

Zermatt Resort & Spa                                       $689

Wasatch County Corp.                                       $602

Sowby & Berg                                               $337

Midway Irrigation Company                                   $54


JOHNSON ENTERPRISES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Johnson Enterprises of North Carolina, Inc.
             P.O. Box 16547
             Chapel Hill, NC 27516

Bankruptcy Case No.: 08-01458-8

Chapter 11 Petition Date: March 3, 2008

Court: U.S. Bankruptcy Court Eastern District of North Carolina
       (Wilson)

Debtors' Counsel: Trawick H Stubbs, Jr.
                  (efile@stubbsperdue.com)
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  252 633-2700
                  Fax: 252 633-9600

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

Estimated Debts: $100,001 to $500,000

Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Catawba County Tax Dept.       ad valorem tax          8,976.58
Managing Agent    
P.O. Box 580510     
Charlotte, NC 28258     


JOSEPH MARTINO: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Joseph A. Martino
        1595 Peachtree Pkwy, Ste. 204
        Cumming, GA 30041

Bankruptcy Case No.: 08-20585

Chapter 11 Petition Date: March 3, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: Harmon T. Smith, Jr., Esq.
                  Law Office of Harmon T. Smith, Jr.
                  P.O. Box 1276
                  Gainesville, GA 30503
                  Tel: (770) 536-1313
                  htsmith@bellsouth.net

Total Assets: $8,833,031

Total Debts: $6,519,025

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Express                                   $99,000
P.O. Box 360002
Fort Lauderdale, FL 33336

Bank of America                                    $118,232
P.O. Box 17220
Baltimore, MD 21297-1220

Countrywide                      value of          $81,000
P.O. Box 5170                    collateral:
Simi Valley, CA 93062            $475,000
                                 value of
                                 security:
                                 $38,000

Bank of America                  value of          $70,000
                                 collateral:
                                 $52,000
                                 value of
                                 security:
                                 $52,000

Emory Lipscomb, Esq.                               $21,000

Dana Miles, Esq.                                   $16,800

LDA Inc.                                           $2,500

Sears Mastercard                                   $2,500

DeVictor Langham Inc.                              $1,300


JP MORGAN: Fitch Chips Ratings on $1.1 Billion Certificates
-----------------------------------------------------------
Fitch Ratings has taken rating actions on J.P. Morgan mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed
from Rating Watch Negative.  Affirmations total $3.6 billion and
downgrades total $1.1 billion.  Additionally, $1.1 billion was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

J.P. Morgan Acceptance Corporation 2007-CH1 GROUP 1
  -- $68.0 million class AF-1A affirmed at 'AAA',
     (BL: 47.35, LCR: 16.26);

  -- $127.3 million class AF-1B affirmed at 'AAA',
     (BL: 47.35, LCR: 16.26);

  -- $119.8 million class AF-2 affirmed at 'AAA',
     (BL: 36.90, LCR: 12.67);

  -- $112.8 million class AF-3 affirmed at 'AAA',
     (BL: 30.45, LCR: 10.46);

  -- $132.1 million class AF-4 affirmed at 'AAA',
     (BL: 24.57, LCR: 8.44);

  -- $92.8 million class AF-5 affirmed at 'AAA',
     (BL: 21.22, LCR: 7.29);

  -- $90.7 million class AF-6 affirmed at 'AAA',
     (BL: 21.36, LCR: 7.33);

  -- $25.0 million class MF-1 affirmed at 'AA+',
     (BL: 18.49, LCR: 6.35);

  -- $22.9 million class MF-2 affirmed at 'AA+',
     (BL: 15.96, LCR: 5.48);

  -- $14.4 million class MF-3 affirmed at 'AA',
     (BL: 14.47, LCR: 4.97);

  -- $11.7 million class MF-4 affirmed at 'AA-',
     (BL: 13.30, LCR: 4.57);

  -- $12.3 million class MF-5 affirmed at 'A+',
     (BL: 12.04, LCR: 4.13);

  -- $10.7 million class MF-6 affirmed at 'A',
     (BL: 10.92, LCR: 3.75);

  -- $10.7 million class MF-7 affirmed at 'A-',
     (BL: 10.64, LCR: 3.65);

  -- $5.9 million class MF-8 affirmed at 'BBB+',
     (BL: 10.31, LCR: 3.54);

  -- $10.7 million class MF-9 affirmed at 'BBB',
     (BL: 9.77, LCR: 3.35);

Deal Summary
  -- Originators: Chase
  -- 60+ day Delinquency: 2.27%
  -- Realized Losses to date (% of Original Balance): 0.11%
  -- Expected Remaining Losses (% of Current balance): 2.91%
  -- Cumulative Expected Losses (% of Original Balance): 2.58%
  -- Loan Seasoning at Origination: 19 months

J.P. Morgan Acceptance Corporation 2007-CH1 GROUP 2
  -- $100.3 million class AV-1 affirmed at 'AAA',
     (BL: 38.22, LCR: 5.48);

  -- $173.5 million class AV-2 affirmed at 'AAA',
     (BL: 55.15, LCR: 7.91);

  -- $39.7 million class AV-3 affirmed at 'AAA',
     (BL: 47.42, LCR: 6.8);

  -- $44.9 million class AV-4 affirmed at 'AAA',
     (BL: 41.40, LCR: 5.94);

  -- $53.1 million class AV-5 affirmed at 'AAA',
     (BL: 36.63, LCR: 5.25);

  -- $25.2 million class MV-1 affirmed at 'AA+',
     (BL: 32.17, LCR: 4.61);

  -- $23.2 million class MV-2 affirmed at 'AA+',
     (BL: 27.99, LCR: 4.01);

  -- $14.4 million class MV-3 affirmed at 'AA',
     (BL: 25.36, LCR: 3.64);

  -- $12.8 million class MV-4 affirmed at 'AA-',
     (BL: 22.99, LCR: 3.3);

  -- $12.4 million class MV-5 affirmed at 'A+',
     (BL: 20.66, LCR: 2.96);

  -- $11.2 million class MV-6 affirmed at 'A',
     (BL: 18.51, LCR: 2.65);

  -- $10.0 million class MV-7 affirmed at 'A-',
     (BL: 16.49, LCR: 2.36);
  -- $8.0 million class MV-8 affirmed at 'BBB+',
     (BL: 14.93, LCR: 2.14);

  -- $7.6 million class MV-9 affirmed at 'BBB',
     (BL: 13.47, LCR: 1.93);

  -- $8.0 million class MV-10 affirmed at 'BBB-',
     (BL: 12.10, LCR: 1.73);

Deal Summary
  -- Originators: Chase
  -- 60+ day Delinquency: 6.36%
  -- Realized Losses to date (% of Original Balance): 0.02%
  -- Expected Remaining Losses (% of Current balance): 6.97%
  -- Cumulative Expected Losses (% of Original Balance): 4.98%
  -- Loan Seasoning at Origination: 19 months

J.P. Morgan Acceptance Corporation 2007-CH2 Group 1
  -- $23.4 million class AF-1A affirmed at 'AAA',
     (BL: 42.47, LCR: 5.66);

  -- $23.4 million class AF-1B affirmed at 'AAA',
     (BL: 42.47, LCR: 5.66);

  -- $27.4 million class AF-2 affirmed at 'AAA',
     (BL: 35.33, LCR: 4.71);

  -- $29.2 million class AF-3 affirmed at 'AAA',
     (BL: 29.59, LCR: 3.94);

  -- $25.3 million class AF-4 affirmed at 'AAA',
     (BL: 25.74, LCR: 3.43);

  -- $22.6 million class AF-5 affirmed at 'AAA',
     (BL: 23.47, LCR: 3.13);

  -- $18.9 million class AF-6 affirmed at 'AAA',
     (BL: 23.71, LCR: 3.16);

  -- $5.7 million class MF-1 affirmed at 'AA+',
     (BL: 20.64, LCR: 2.75);

  -- $5.3 million class MF-2 affirmed at 'AA',
     (BL: 17.97, LCR: 2.39);

  -- $3.1 million class MF-3 affirmed at 'AA-',
     (BL: 16.35, LCR: 2.18);

  -- $2.8 million class MF-4 affirmed at 'A+',
     (BL: 14.87, LCR: 1.98);

  -- $2.8 million class MF-5 affirmed at 'A',
     (BL: 13.36, LCR: 1.78);
  -- $2.2 million class MF-6 rated 'A-', placed on Rating Watch
     Negative (BL: 12.12, LCR: 1.62);

  -- $2.1 million class MF-7 downgraded to 'BBB' from 'BBB+',
     remains on Rating Watch Negative (BL: 10.90, LCR: 1.45);

  -- $1.5 million class MF-8 rated 'BBB', remains on Rating Watch
     Negative (BL: 10.11, LCR: 1.35);

  -- $2.2 million class MF-9 downgraded to 'BB' from 'BBB-',
     remains on Rating Watch Negative (BL: 9.11, LCR: 1.21);

Deal Summary
  -- Originators: Chase
  -- 60+ day Delinquency: 5.04%
  -- Realized Losses to date (% of Original Balance): 0.00%
  -- Expected Remaining Losses (% of Current balance): 7.50%
  -- Cumulative Expected Losses (% of Original Balance): 6.86%

J.P. Morgan Acceptance Corporation 2007-CH2 Group 2
  -- $190.4 million class AV-1 affirmed at 'AAA',
     (BL: 38.20, LCR: 3.01);

  -- $66.1 million class AV-2 affirmed at 'AAA',
     (BL: 54.10, LCR: 4.27);
  -- $22.4 million class AV-3 affirmed at 'AAA',
     (BL: 47.04, LCR: 3.71);

  -- $26.0 million class AV-4 affirmed at 'AAA',
     (BL: 41.26, LCR: 3.25);

  -- $22.4 million class AV-5 affirmed at 'AAA',
     (BL: 37.73, LCR: 2.98);

  -- $18.4 million class MV-1 affirmed at 'AA+',
     (BL: 33.37, LCR: 2.63);

  -- $20.1 million class MV-2 affirmed at 'AA',
     (BL: 28.44, LCR: 2.24);

  -- $8.3 million class MV-3 affirmed at 'AA-',
     (BL: 26.33, LCR: 2.08);

  -- $8.1 million class MV-4 affirmed at 'A+',
     (BL: 24.24, LCR: 1.91);

  -- $7.6 million class MV-5 affirmed at 'A',
     (BL: 22.25, LCR: 1.75);

  -- $5.5 million class MV-6 rated 'A-', placed on Rating Watch
     Negative (BL: 20.71, LCR: 1.63);

  -- $7.3 million class MV-7 downgraded to 'BBB' from 'BBB+',
     remains on Rating Watch Negative (BL: 18.59, LCR: 1.47);

  -- $4.0 million class MV-8 rated 'BBB', remains on Rating Watch
     Negative (BL: 17.44, LCR: 1.38);

  -- $6.3 million class MV-9 downgraded to 'BB' from 'BBB-',
     remains on Rating Watch Negative (BL: 16.02, LCR: 1.26);

Deal Summary
  -- Originators: Chase
  -- 60+ day Delinquency: 7.62%
  -- Realized Losses to date (% of Original Balance): 0.07%
  -- Expected Remaining Losses (% of Current balance): 12.68%
  -- Cumulative Expected Losses (% of Original Balance): 11.00%

J.P. Morgan Acceptance Corporation 2007-CH3
  -- $323.2 million class A-1A affirmed at 'AAA',
     (BL: 40.17, LCR: 2.56);

  -- $35.9 million class A-1B downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 34.15, LCR: 2.18);

  -- $226.2 million class A-2 affirmed at 'AAA',
     (BL: 50.74, LCR: 3.24);

  -- $84.3 million class A-3 affirmed at 'AAA',
     (BL: 42.84, LCR: 2.73);

  -- $67.8 million class A-4 affirmed at 'AAA',
     (BL: 38.02, LCR: 2.43);

  -- $69.7 million class A-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 34.26, LCR: 2.19);

  -- $37.8 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 30.45, LCR: 1.94);

  -- $34.2 million class M-2 downgraded to 'A-' from 'AA', remains
     on Rating Watch Negative (BL: 26.99, LCR: 1.72);

  -- $20.6 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 24.83, LCR: 1.58);

  -- $18.3 million class M-4 downgraded to 'BBB' from 'A+',
     remains on Rating Watch Negative (BL: 22.88, LCR: 1.46);

  -- $17.1 million class M-5 downgraded to 'BB' from 'A'
     (BL: 21.00, LCR: 1.34);

  -- $16.5 million class M-6 downgraded to 'BB' from 'A-', remains
     on Rating Watch Negative (BL: 19.12, LCR: 1.22);

  -- $15.9 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 17.25, LCR: 1.1);

  -- $14.7 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 15.55, LCR: 0.99);

  -- $11.8 million class M-9 downgraded to 'B' from 'BBB-',
     remains on Rating Watch Negative (BL: 14.41, LCR: 0.92);

Deal Summary
  -- Originators: Chase
  -- 60+ day Delinquency: 8.63%
  -- Realized Losses to date (% of Original Balance): 0.05%
  -- Expected Remaining Losses (% of Current balance): 15.68%
  -- Cumulative Expected Losses (% of Original Balance): 13.91%

J.P. Morgan Acceptance Corporation 2007-CH4
  -- $387.6 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 34.70, LCR: 2.26);

  -- $216.4 million class A-2 affirmed at 'AAA',
     (BL: 50.70, LCR: 3.31);

  -- $41.8 million class A-3 affirmed at 'AAA',
     (BL: 45.38, LCR: 2.96);

  -- $80.6 million class A-4 affirmed at 'AAA',
     (BL: 38.10, LCR: 2.49);

  -- $50.3 million class A-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 34.73, LCR: 2.27);

  -- $50.4 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 29.67, LCR: 1.94);

  -- $45.9 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 24.95, LCR: 1.63);

  -- $16.8 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 23.16, LCR: 1.51);

  -- $16.8 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 21.34, LCR: 1.39);

  -- $15.1 million class M-5 downgraded to 'BB' from 'A'
     (BL: 19.63, LCR: 1.28);

  -- $9.5 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 18.52, LCR: 1.21);

  -- $17.9 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 16.33, LCR: 1.07);

  -- $8.4 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 15.26, LCR: 1);

  -- $14.6 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 13.44, LCR: 0.88);

  -- $11.2 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 12.29, LCR: 0.8);

Deal Summary
  -- Originators: Chase
  -- 60+ day Delinquency: 7.48%
  -- Realized Losses to date (% of Original Balance): 0.05%
  -- Expected Remaining Losses (% of Current balance): 15.33%
  -- Cumulative Expected Losses (% of Original Balance): 14.01%

J.P. Morgan Acceptance Corporation 2007-CH5
  -- $264.1 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 35.99, LCR: 2.1);

  -- $274.7 million class A-2 affirmed at 'AAA',
     (BL: 66.68, LCR: 3.89);

  -- $101.3 million class A-3 affirmed at 'AAA',
     (BL: 49.70, LCR: 2.9);

  -- $101.1 million class A-4 affirmed at 'AAA',
     (BL: 40.29, LCR: 2.35);

  -- $67.9 million class A-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 35.94, LCR: 2.1);

  -- $60.0 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 30.42, LCR: 1.78);

  -- $55.7 million class M-2 downgraded to 'BBB' from 'AA',
     remains on Rating Watch Negative (BL: 25.22, LCR: 1.47);

  -- $17.1 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 23.58, LCR: 1.38);

  -- $22.7 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 21.40, LCR: 1.25);

  -- $18.4 million class M-5 downgraded to 'B' from 'A'
     (BL: 19.57, LCR: 1.14);

  -- $11.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 18.34, LCR: 1.07);

  -- $20.2 million class M-7 downgraded to 'B' from 'BBB+',
     remains on Rating Watch Negative (BL: 16.01, LCR: 0.93);

  -- $15.3 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 14.32, LCR: 0.84);

  -- $17.8 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 12.72, LCR: 0.74);

Deal Summary
  -- Originators: Chase
  -- 60+ day Delinquency: 6.95%
  -- Realized Losses to date (% of Original Balance): 0.00%
  -- Expected Remaining Losses (% of Current balance): 17.13%
  -- Cumulative Expected Losses (% of Original Balance): 15.43%

J.P. Morgan Accceptance Corporation 2007-HE1 GROUP 1
  -- $39.9 million class AF-1 affirmed at 'AAA',
     (BL: 42.52, LCR: 3.84);

  -- $14.3 million class AF-2 affirmed at 'AAA',
     (BL: 36.28, LCR: 3.28);

  -- $19.9 million class AF-3 affirmed at 'AAA',
     (BL: 29.42, LCR: 2.66);

  -- $10.3 million class AF-4 rated 'AAA', placed on Rating Watch
     Negative (BL: 26.86, LCR: 2.43);

  -- $9.9 million class AF-5 rated 'AAA', remains on Rating Watch
     Negative (BL: 24.79, LCR: 2.24);

  -- $11.3 million class AF-6 rated 'AAA', remains on Rating Watch
     Negative (BL: 25.13, LCR: 2.27);

  -- $4.0 million class MF-1 downgraded to 'AA' from 'AA+',
     remains on Rating Watch Negative (BL: 21.63, LCR: 1.95);

  -- $3.5 million class MF-2 downgraded to 'A' from 'AA', remains
     on Rating Watch Negative (BL: 18.85, LCR: 1.7);

  -- $2.1 million class MF-3 downgraded to 'BBB' from 'AA-'
     (BL: 17.16, LCR: 1.55);

  -- $1.9 million class MF-4 downgraded to 'BB' from 'A+'
     (BL: 15.55, LCR: 1.4);

  -- $1.8 million class MF-5 downgraded to 'BB' from 'A'
     (BL: 14.05, LCR: 1.27);

  -- $1.7 million class MF-6 downgraded to 'B' from 'A-'
     (BL: 12.62, LCR: 1.14);

  -- $1.7 million class MF-7 downgraded to 'B' from 'BBB+'
     (BL: 11.21, LCR: 1.01);

  -- $1.2 million class MF-8 downgraded to 'B' from 'BBB'
     (BL: 10.32, LCR: 0.93);

  -- $1.5 million class MF-9 downgraded to 'CCC' from 'BBB-'
     (BL: 9.40, LCR: 0.85);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 5.77%
  -- Realized Losses to date (% of Original Balance): 0.35%
  -- Expected Remaining Losses (% of Current balance): 11.07%
  -- Cumulative Expected Losses (% of Original Balance): 10.81%

J.P. Morgan Accceptance Corporation 2007-HE1 GROUP 2
  -- $187.3 million class AV-1 downgraded to 'AA' from 'AAA'
     (BL: 52.63, LCR: 1.56);

  -- $51.8 million class AV-2 downgraded to 'A' from 'AAA'
     (BL: 46.69, LCR: 1.39);

  -- $43.3 million class AV-3 downgraded to 'A' from 'AAA'
     (BL: 42.97, LCR: 1.27);

  -- $38.4 million class AV-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 40.07, LCR: 1.19);

  -- $21.1 million class MV-1 downgraded to 'B' from 'AA+'
     (BL: 35.08, LCR: 1.04);

  -- $16.8 million class MV-2 downgraded to 'CCC' from 'AA'
     (BL: 30.95, LCR: 0.92);

  -- $9.5 million class MV-3 downgraded to 'CCC' from 'AA-'
     (BL: 28.59, LCR: 0.85);

  -- $8.5 million class MV-4 downgraded to 'CCC' from 'A+'
     (BL: 26.40, LCR: 0.78);

  -- $7.3 million class MV-5 downgraded to 'CC' from 'A'
     (BL: 24.47, LCR: 0.73);

  -- $4.3 million class MV-6 downgraded to 'CC' from 'A'
     (BL: 23.26, LCR: 0.69);

  -- $8.0 million class MV-7 downgraded to 'CC' from 'A-'
     (BL: 20.90, LCR: 0.62);

  -- $6.4 million class MV-8 downgraded to 'CC' from 'BBB+'
     (BL: 19.11, LCR: 0.57);

  -- $7.1 million class MV-9 downgraded to 'CC' from 'BBB'
     (BL: 17.53, LCR: 0.52);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 18.64%
  -- Realized Losses to date (% of Original Balance): 0.47%
  -- Expected Remaining Losses (% of Current balance): 33.71%
  -- Cumulative Expected Losses (% of Original Balance): 31.62%

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.


LEHMAN BROTHERS: Fitch Assigns 'BB' Rating on Two Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirmed the ratings of $61.7 million of Lehman
Brothers mortgage pass-through certificates and placed $1.0
billion on Rating Watch Negative.

Structured Asset Securities Corporation Mortgage Loan Trust 2007-
WF2 Aggregate Pool

  -- $167.0 million class A1 rated 'AAA', placed on Rating Watch
     Negative;

  -- $61.7 million class A2 affirmed at 'AAA';

  -- $89.9 million class A3 rated 'AAA', placed on Rating Watch
     Negative;

  -- $10.1 million class A4 rated 'AAA', placed on Rating Watch
     Negative;

  -- $22.5 million class M1 rated 'AA+', placed on Rating Watch
     Negative;

  -- $10.5 million class M2 rated 'AA', placed on Rating Watch
     Negative;

  -- $7.7 million class M3 rated 'AA-', placed on Rating Watch
     Negative;

  -- $7.7 million class M4 rated 'A+', placed on Rating Watch
     Negative;

  -- $7.5 million class M5 rated 'A', placed on Rating Watch
     Negative;

  -- $6.6 million class M6 rated 'A-', placed on Rating Watch
     Negative;

  -- $6.4 million class M7 rated 'BBB+', placed on Rating Watch
     Negative;

  -- $6.6 million class M8 rated 'BBB', placed on Rating Watch
     Negative;

  -- $4.5 million class M9 rated 'BBB-', placed on Rating Watch
     Negative;

  -- $3.9 million class B1 rated 'BB+', placed on Rating Watch
     Negative;

  -- $4.3 million class B2 rated 'BB', placed on Rating Watch
     Negative;

Deal Summary
  -- Originators: Wells Fargo (100%)
  -- 60+ day Delinquency: 4.20%
  -- Realized Losses to date (% of Original Balance): 0.00%

Structured Asset Securities Corporation, Series 2007-BNC1
Aggregate Pool

  -- $202.0 million class A1 rated 'AAA', placed on Rating Watch
     Negative;

  -- $268.6 million class A2 rated 'AAA', placed on Rating Watch
     Negative;

  -- $31.9 million class A3 rated 'AAA', placed on Rating Watch
     Negative;

  -- $24.4 million class A4 rated 'AAA', placed on Rating Watch
     Negative;

  -- $18.3 million class M1 rated 'AA+', placed on Rating Watch
     Negative;

  -- $18.3 million class M2 rated 'AA', placed on Rating Watch
     Negative;

  -- $32.1 million class M3 rated 'AA-', placed on Rating Watch
     Negative;

  -- $11.6 million class M4 rated 'A+', placed on Rating Watch
     Negative;

  -- $13.1 million class M5 rated 'A', placed on Rating Watch
     Negative;

  -- $9.7 million class M6 rated 'A-', placed on Rating Watch
     Negative;

  -- $7.8 million class M7 rated 'BBB+', placed on Rating Watch
     Negative;

  -- $10.1 million class M8 rated 'BBB', placed on Rating Watch
     Negative;

  -- $7.8 million class M9 rated 'BBB-', placed on Rating Watch
     Negative;

  -- $10.1 million class B1 rated 'BB+', placed on Rating Watch
     Negative;

  -- $11.2 million class B2 rated 'BB', placed on Rating Watch
     Negative;

Deal Summary
  -- Originators: BNC (100%)
  -- 60+ day Delinquency: 10.42%
  -- Realized Losses to date (% of Original Balance): 0.00%

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.


LEVITT AND SONS: Depositors Panel Wants to Validate Florida Claims
------------------------------------------------------------------
The Home Purchase Deposit Holders' Committee of Unsecured
Creditors in Levitt and Sons LLC and its debtor-affiliates'
Chapter 11 cases asks the U.S. Bankruptcy Court for the Southern
District of Florida to validate its rejected real property claims.

Most of the more than 600 constituents represented by the Home
Purchase Deposit Holders' Committee of Unsecured Creditors
entered into pre-construction contracts with the Debtors and
tendered deposits to the Debtors toward the purchase of certain
real property.  

The Depositors Committee relates that a majority of the deposits
paid to the Debtors on the Construction Contracts were not held
in escrow by the Debtors, but instead were taken into the
Debtors' general operating funds as and when they were paid in by
the Deposit Holders and, upon information and belief, have been
spent by the Debtors.

The Deposit Holders' claims currently exceed $18,000,000 of
deposits not held in escrow, according to Robert P. Charbonneau,
Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida.

As of the bankruptcy date, the Debtors were in breach of the
Construction Contracts with the Deposit Holders, Mr. Charbonneau
adds.

Pursuant to Florida Statutes, Section 489.140 et seq., the
Florida Homeowners' Construction Recovery Fund was created to
reimburse a person who has suffered monetary loss due to certain
acts by contractors, including financial mismanagement or
abandonment.  The Recovery Fund is funded by a one-half cent per
square foot surcharge on all building permits collected pursuant
to Florida Statutes, Section 468.631.

To be eligible to seek compensation from the Recovery Fund, an
individual must have "made a claim and exhaust the limits of any
available bond, cash bond, surety, guarantee, warranty, letter of
credit, or policy of insurance, provided that certain conditions
are satisfied," Mr. Charbonneau notes.

Mr. Charbonneau tells the Court that in addition to the direct
benefit for the holders of Florida Construction Contracts having
a mechanism to minimize their rejection damages, pursuit of
claims against the Recovery Fund will further reduce the pool of
Deposit Holders in the Debtors' Chapter 11 cases.

The Depositors Committee thus asks the Court to validate the
claims of Deposit Holders arising from rejected or terminated
Florida Construction Contracts for the purchase of real property
from the Debtors, solely for the purpose of filing claims with
the Recovery Fund.

To the extent necessary, the Depositors Committee also asks the
Court to lift the automatic stay to allow the Deposit Holders to
file claims against the Recovery Fund.

The Depositors Committee understands that any order validating
claims must be without prejudice to valid and timely objections
to those claims within the Debtors' bankruptcy proceedings
relating to the validity and priority of the claims and their
distribution.

Pursuant to Section 489.143(3) of the Florida Statutes, to the
extent of any payment by the Recovery Fund to any Deposit Holder,
the Recovery Fund would be subrogated to the Depositor's right to
receive a distribution from the Debtors' estates so as to
reimburse the Recovery Fund and protect against double recovery.

A list of the Florida Construction Contract holders and their
claims, totaling $9,993,234, is available for free at:

             http://researcharchives.com/t/s?28c8

                     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)


LOCHMOOR CLUB: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lochmoor Club, LLC
        51410 Milano Drive, Ste. 115
        Macomb, MI 48042

Bankruptcy Case No.: 08-45062

Chapter 11 Petition Date: March 3, 2008

Court: U.S. Bankruptcy Court Eastern District of Michigan
       (Detroit)

Judge: Judge Walter Shapero.Detroit

Debtors' Counsel: Kim K. Hillary
                  (khillary@schaferandweiner.com)
                  40950 Woodward Ave.
                  Ste. 100
                 Bloomfield Hills, MI 48304
                 Phone: (248) 540-3340

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

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

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


LODGENET INTERACTIVE: Inks New Rights Agreement with Computershare
------------------------------------------------------------------
On Feb. 28, 2008, LodgeNet Interactive Corporation fka. LodgeNet
Entertainment Corp., entered into a Rights Agreement with
Computershare Investor Services LLC, which is a new plan that
replaces that certain Amended and Restated Rights Agreement, dated
Feb. 28, 2007, between the company and Computershare.  The Feb. 28
Agreement amended and restated certain Rights Agreement dated as
of March 5, 1997, between the company and Computershare, as
successor-in-interest to Harris Trust and Savings Bank.  

On Feb. 28, 2008, the Board of Directors of the company declared a
dividend distribution of one right for each outstanding share of
common stock, par value $.01 per share, of the company to
stockholders of record at the close of business on Feb. 28, 2008.
    
The stockholders of the company will be asked to vote at the
company's upcoming Annual Meeting to approve the New Rights Plan.
The New Rights Plan will expire and all rights will be terminated
if the New Rights Plan is not ratified by the stockholders by
Feb. 28, 2009.
     
A full-text copy of the Rights Agreement, by and between LodgeNet
Interactive Corporation and Computershare Investor Services LLC,
dated Feb. 28, 2008, is available for free at:

               http://researcharchives.com/t/s?28ce

                    About LodgeNetInteractive

Based in Sioux Falls, South Dakota, LodgeNet Interactive
Corporation (NASDAQ: LNET) -- http://www.lodgenet.com/-- is a   
provider of media and connectivity solutions designed to meet the
unique needs of hospitality, healthcare and other guest-based
businesses.  LodgeNet Interactive serves more than 1.9 million
hotel rooms representing 9,300 hotel properties worldwide in
addition to healthcare facilities throughout the United States.
The company's services include: Interactive Television Solutions,
Broadband Internet Solutions, Content Solutions, Professional
Solutions and Advertising Media Solutions.  LodgeNet Interactive
Corporation owns and operates businesses under the industry
leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks.

                          *     *     *

Moody's Investor Services placed LodgeNet Entertainment
Corporation's bank loan debt rating at 'B1' in April 2007.  The
rating still holds to date with a stable outlook.


LOUISIANA WORSHIP: To Sell Grand Palace Hotel on April 17
---------------------------------------------------------
Louisiana Worship Hospitality LLC dba New Orleans Grand Palace
Hotel said that it is selling its assets again, after a buyer
failed to close the sale last year, Bloomberg News reports.

Specifically, the Debtor will sell its 17-Story Grand Palace
Hotel at an auction to occur on April 17, 2008, according to an
auctioneer familiar with the sale.

Auctioneer said no minimum bid is required during the auction, and
all bid must be filed before April 14, 2008.

Bloomberg relates that the Debtor previously sold the asset for
$7.5 million in October 2007.

                     About Louisiana Worship

Headquartered in New Orleans, Louisiana, Louisiana Worship
Hospitality LLC dba New Orleans Grand Palace Hotel --
http://www.neworleansgrandpalacehotel.com/-- operates a hotel.   
The company filed for Chapter 11 protection on January 18, 2008
(Bankr. E.D. La. Case No.07-10102).  Douglas S. Draper, Esq., and
Greta M. Brouphy, Esq., at Heller, Draper, Hayden, Patrick & Horn,
represent the Debtor in their restructuring efforts.  An Official
Committee of Unsecured Creditors has been appointed in this case.  
Omer F. Kuebel, III, Esq., at Locke Liddell & Sapp, represents
the Committee.  When the Debtor filed for protection against its
creditors, it listed assets and debt between $1 million and
$100 million.


MALLIE HUNT ADAMS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Mallie Hunt Adams LLC
        2231 Stable Ridge Road
        Conroe, TX 77384-3240

Bankruptcy Case No.: 08-31448

Chapter 11 Petition Date: March 3, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Vincent P. Slusher, Esq.
                  Beirne Maynard & Parsons LLP
                  1700 Pacific Avenue
                  Suite 4400
                  Dallas, TX 75201
                  Tel: 214-237-4314
                  Fax: 214-237-4340
                  vslusher@bmpllp.com

Estimated Assets: less than $10,000

Estimated Debts: $1,000,001 to $100 million

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


MATRIA HEALTHCARE: Buyer in Talks to Restructure Acquisition Offer
------------------------------------------------------------------
Matria Healthcare Inc. buyer Inverness Medical Innovations Inc. is
in talks with lenders about restructuring its offer to buy Matria,
the Financial Times reports citing sources familiar with the
matter.  Both parties might mutually cancel the deal if they won't
agree on amicable offer terms, instigating a rival bidder to step
in.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Inverness entered into a definitive agreement with Matria, wherein
Inverness will acquire all outstanding shares of common stock of
Matria, for consideration of (i) $6.50 per share and (ii)
convertible preferred stock having a stated value of $32.50 per
share or $39.00 in cash.  The total transaction consideration is
expected to be approximately $1.2 billion, consisting of
approximately $900.0 million to acquire the Matria shares of
common stock and assumption of approximately $300.0 million of
Matrias indebtedness outstanding.

FT relates that Inverness shareholders have been expressing
unfavorable responses on the Matria deal, as indicated in the
company's declining share price, according to unnamed sources.  
Matria shareholders also showed resentment towards the deal as
revealed in Matria shares trading around the same level as they
were prior to the transaction.

                    About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,    
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                    About Matria Healthcare
                     
Headquartered in Marietta, Georgia, Matria Healthcare Inc. --
http://www.matria.com/-- provides integrated comprehensive health   
enhancement programs to health plans, employers and government
agencies.  Matria develops better educated, motivated and self-
enabled healthcare consumers and supporting clinicians in managing
the care of their patients.  Matria manages major chronic diseases
and episodic conditions including diabetes, congestive heart
failure, coronary artery disease, asthma, chronic obstructive
pulmonary disease, high-risk obstetrics, cancer, musculoskeletal
and chronic pain, depression, obesity, and other conditions.  
Matria delivers programs that address wellness, healthy living,
productivity improvement and navigation of the healthcare system,
and provides case management of acute and catastrophic conditions.  
Matria operates through nearly 50 offices around the United
States.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service placed the long-term debt ratings of
Inverness Medical Innovations, Inc. and Matria Healthcare, Inc. on
review for possible downgrade.  These ratings are placed under
review for possible downgrade: B1 Corporate Family Rating; B2
Probability of Default Rating; B1 (LGD3/33%) rating on a $50
million Senior Secured Revolver; and B1 (LGD3/33%) rating on a
$330 million Senior Secured Term Loan.


MEDIACOM COMMS: Moody's Holds 'B1' Ratings on High Financial Risk
-----------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Mediacom
Communications Corporation and its wholly owned subsidiaries,
Mediacom LLC and Mediacom Broadband LLC.  The rating outlook
remains stable.

Moody's affirmed these ratings:

Mediacom Communications Corporation

  -- Corporate Family Rating: B1

  -- Probability-of-Default Rating: B1

  -- Speculative Grade Liquidity Rating: SGL-2

Mediacom LLC: all ratings Affirmed

  -- $400 million Sr Sec Revolving Credit Facility:
     Ba3 (LGD3 - 34%)

  -- $200 million Sr Sec Term Loan A: Ba3 (LGD3 - 34%)

  -- $650 million Sr Sec Term Loan C: Ba3 (LGD3 - 34%)

  -- $125 million 7-7/8% Sr Notes: B3 (LGD5 - 87%)

  -- $500 million 9-1/2% Sr Notes: B3 (LGD5 - 87%)

Rating Outlook: Stable

Mediacom Broadband LLC: all ratings Affirmed

  -- $650 million Sr Sec Revolving Credit Facility:
     Ba3 (LGD3 - 34%)

  -- $300 million Sr Sec Term Loan A: Ba3 (LGD3 - 34%)

  -- $800 million Sr Sec Term Loan D: Ba3 (LGD3 - 34%)

  -- $500 million (combined) 8-1/2% Sr Notes: B3 (LGD5 - 87%)

  -- Rating Outlook: Stable

The ratings broadly reflect the company's high financial risk
(including high leverage and only moderate coverage of interest
and fixed charges), operating performance that continues to lag
peers, and expectations of heightened competition in future
periods.  These risks are mitigated by the company's good
liquidity profile (with modest intermediate-term debt maturities
and still large availability under committed lines of credit,
offset by limited positive free cash flow), prospects for further
growth and operating improvements, and moderate loan-to-value.

Over the last several years, Mediacom's credit profile has been
somewhat weak for the B1 (Corporate Family Rating, or CFR)
category, but has held (and with a stable rating outlook)
nonetheless as operations have continued to improve, albeit more
modestly than expected.  The main driver supporting maintenance of
the B1 CFR at present continues to be the strength of the
company's liquidity position (and correspondingly low near-term
default risk), and to a lesser extent the ongoing perceived asset
coverage (as at least partially supported by high market values
ascribed to domestic cable TV operations) underlying the company's
rated debt obligations.  

While the former strength continues to be well supported, the
latter has somewhat diminished in recent periods as the financial
markets have broadly become much more cautious about impending
escalation of the competitive operating environment given stepped-
up initiatives by RBOCs and DBS service providers alike, and the
company has comparatively underperformed its industry peer group.

Moody's asserts the appropriateness of recent market concerns for
the cable TV industry overall, and with Mediacom in particular,
although perhaps not to the same degree.  

"The growing competitive threat is arguably the single biggest
risk for the sector, suggesting a greater need to maintain more
financial flexibility in future periods than was perhaps needed in
the past" stated Moody's Senior Vice President, Russell Solomon.  
"Even though the RBOCs are not expected to encroach on Mediacom's
markets on an imminent basis (and many markets may never see RBOC
competition), DBS operators are expected to remain problematic for
the company, and will likely step-up their already aggressive
marketing campaigns as they too begin to lose share in larger
markets to RBOC competition, which largely still remains in its
infancy stage," he added.  

Hence, marketing costs and requisite capital investments are
likely to remain high, and in fact grow -- increasingly for
defensive reasons -- and, like other cable TV operators,
Mediacom's credit profile is expected to be further constrained by
ongoing margin compression for the video product offering.

Offsetting these risks are opportunities to further increase
penetration of higher margin ancillary product offerings and yield
more profitable and loyal bundled service customers.  
Additionally, Mediacom should be able to realize interest expense
savings stemming from rate reductions on its floating rate debt,
which already enjoys comparatively low rates for the company's
speculative-grade credit profile.  As a result, the company should
benefit from the likely ensuing transition to positive (albeit
modest) free cash flow (before requisite debt amortization) over
the next year.

The company may also be able to further reduce its debt service
cost and even deleverage somewhat by undertaking a debt repurchase
program given current distressed trading levels for its bonds,
again relative to much more cost effective interest rates under
its revolving credit facilities which maintain reasonably large
portions of undrawn commitments and full availability.

Headquartered in Middletown, New York, Mediacom Communications
Corporation is a domestic multiple system cable operator serving
approximately 1.3 million basic video subscribers in mostly rural
and ex-urban markets.


MEDICURE INC: To Dismiss 50 Employees, Consultants Next Month
-------------------------------------------------------------
Medicure Inc. disclosed a restructuring plan that will eliminate
approximately 50 employees and full-time consultants over the next
month.  The company anticipates that further reductions may occur
over the next several months.

These changes follow the company's statement that it does not plan
on submitting an application for MC-1 marketing approval to the
U.S. Food and Drug Administration for the CABG indication at this
time.  This decision was based on an analysis of the data from its
pivotal phase 3 MEND-CABG II clinical trial that showed that it
did not meet the primary endpoint.

The trial was designed to evaluate the effect of Medicure's lead
product MC-1, versus placebo, on the incidence of cardiovascular
death or nonfatal myocardial infarction up to and including 30
days after coronary artery bypass graft surgery.

As a result of the restructuring, the company now expects the cash
position will be sufficient to fund operations into the first
quarter of fiscal 2009.  The company is exploring alternatives for
strengthening its financial position and will provide additional
guidance as appropriate.

The company's near term focus will be on its commercial asset
AGGRASTAT(R) and the development of MC-1 for chronic
cardiovascular and metabolic disease.

"We would like to thank our employees for their dedication and
hard work," Albert Friesen, PhD, Medicure's president and CEO,
commented.  "We have made a very difficult decision to downsize
the organization in order to minimize our burn rate, extend our
working capital and focus on AGGRASTAT and other possible
applications of MC-1."

The company also disclosed the retirement of Jan-Ake Westin as
Medicure's vice president, clinical development.

"We would also like to thank Jan-Ake for his leadership and
efforts in managing the company's clinical program," Dr. Friesen
stated.

                        About Medicure Inc.

Headquartered in Winnipeg, Medicure Inc (TSE:MPH) --
http://www.medicure.com/-- is a biopharmaceutical company focused  
on the research, development and commercialization of novel
compounds to treat cardiovascular disorders.

Cardiovascular medicine represents the largest pharmaceutical
sector, with annual global sales of over $70 billion. Medicure
aims to make a global impact on cardiovascular disease and stroke
by reducing deaths, improving the quality of life and serving the
unmet needs of people who suffer from cardiovascular disease and
stroke.

The company incurred recurring losses in four consecutive
quarters: (i) CDN$16.94 million net loss in quarter ended Nov. 30,
2007; (ii) CDN$15.08 million net loss in quarter ended Aug. 31,
2007; (iii) CDN$13.99 million net loss in quarter ended May 31,
2008; and CDN$8.36 million net loss in quarter ended Feb. 28,
2007.


MERRILL LYNCH: S&P Junks Ratings on Two Classes of Certs.
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class BF-1 and BV-1 mortgage loan asset-backed certificates from
Merrill Lynch Mortgage Investors Inc.'s series 2002-AFC1.   
Concurrently, S&P affirmed its ratings on the remaining classes
from this series.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction.  Based on the current collateral
performance of this transaction, S&P projects future credit
enhancement will be significantly lower than the original credit
support for the previous ratings.  As of the Feb. 25, 2008,
distribution date, the failure of excess interest to cover monthly
losses reduced overcollateralization (O/C) for loan group 1 and
loan group 2 to $3.167 million (70% below its target) and $1.047
million (81% below its target), respectively.  Cumulative losses
for the loan groups were 7.35% and 8.11%, respectively, of their
original balances.  Total delinquencies for loan group 1 were
46.73% of its current loan group balance, and severe delinquencies
(90-plus days, foreclosures, and REOs) were 17.49% of its current
loan group balance.  Total delinquencies for loan group 2 were
87.46% of its current loan group balance, and severe delinquencies
(90-plus days, foreclosures, and REOs) were 33.14% of its current
loan group balance.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.   
As of the February 2008 distribution report, credit support for
these classes ranged from 36.26% to 78.43% of the current pool
balance.  In comparison, the ratio of current credit enhancement
to original enhancements ranged from 1.00x to 3.06x.
     
Credit enhancement for this transaction is derived from a
combination of subordination, excess interest, and O/C.  The
collateral supporting this transaction consists of subprime
adjustable- and fixed-rate, fully amortizing, first- and second-
lien residential mortgage loans.

                          Ratings Lowered

              Merrill Lynch Mortgage Investors Inc.
     Mortgage loan asset-backed certificates series 2002-AFC1

                                    Rating
                                    ------
               Class          To             From
               -----          --             ----
               BF-1           CCC            B
               BV-1           CCC            B

                         Ratings Affirmed

              Merrill Lynch Mortgage Investors Inc.
     Mortgage loan asset-backed certificates series 2002-AFC1

                      Class          Rating
                      -----          ------
                      MF-1           AA+
                      MF-2           A
                      MV-2           A


MH 7 PROPERTIES: Section 341(a) Meeting Scheduled for March 18
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of M.H. 7
Properties, LLC's creditors on March 18, 2008 at 11:15a.m., at
Room 301, 222 East Van Buren, Harlingen in Texas.

This is the first meeting of creditors 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.

Based in Brownsville, Texas, M.H. 7 Properties, LLC owns and
manages real estate.  The company filed for Chapter 11 protection
on Feb. 1, 2008 (Bankr. S.D. Tex. Case No. 08-10057).  Eduardo V.
Rodriguez, Esq. at Malaise Law Firm represented the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $10,500,000 and total
debts of $8,784,271.


MKW RANCH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MKW Ranch, LP
        108 West Hawk
        McAllen, TX 78504

Bankruptcy Case No.: 08-70099

Chapter 11 Petition Date: March 3, 2008

Court: U.S. Bankruptcy Court Southern District of Texas (McAllen)

Debtors' Counsel: Antonio Villeda, Esq.
                 (avilleda@mybusinesslawyer.net)
                 5414 N 10th St.
                 McAllen, TX 78504
                 Phone: 956-631-9100

Total Assets: $7,350,000,000   

Total Debts: $3,980,000

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


MORGAN STANLEY: S&P's Junks Rating on Class B-3 Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of mortgage and home equity pass-through certificates from
Morgan Stanley ABS Capital I Inc. Trust 2003-NC10 and Home Equity
Asset Trust 2003-5.  In addition, S&P affirmed its ratings on the
remaining six classes of certificates from these transactions.   
Both transactions were issued during the second half of 2003.
     
The negative rating actions reflect the performance of the
individual pools as of the February 2008 remittance period.    
Current or projected credit support levels are not sufficient to
support the previous ratings on the downgraded classes.  While
Home Equity Asset Trust 2003-5 and Morgan Stanley ABS Capital I
Inc. Trust 2003-NC10 are 54 months and 52 months seasoned,
respectively, both pools continue to incur sizable losses that are
outpacing the monthly excess interest.  The 12-month average
losses for these pools are approximately $367,000 and $593,000,
respectively, and the remaining pool factors are 9.17% and 9.19%.   
Overcollateralization (O/C) has eroded for Home Equity Asset Trust
2003-5 and is 46% below target for Morgan Stanley ABS Capital I
Inc. Trust 2003-NC10.  As of the February 2008 remittance period,
serious delinquencies (90-plus days, foreclosures, and REOs) were
$8.24 million and $18.10 million for each deal, respectively,
while cumulative losses were $14.67 million and $18.40 million.
     
The affirmations of the ratings on the remaining six classes from
these deals reflect sufficient credit support for the current
ratings as of the February 2008 remittance period.
     
A combination of subordination, excess spread, and O/C provides
credit support to both transactions.  The underlying collateral
for the deals consists of subprime mortgage loans.

                          Ratings Lowered

         Morgan Stanley ABS Capital I Inc. Trust 2003-NC10
                 Mortgage pass-through certificates

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             B-1               BBB-           BBB+
             B-2               BB             BBB
             B-3               CCC            B

                 Home Equity Asset Trust 2003-5
             Home equity pass-through certificates

                                     Rating
                                     ------
             Class             To             From
             -----             --             ----
             M-2               BBB            A
             M-3               BB             BBB-
             B-1               CCC            B-
             B-2               D              CCC

                         Ratings Affirmed

          Morgan Stanley ABS Capital I Inc. Trust 2003-NC10
                 Mortgage pass-through certificates

             Class                              Rating
             -----                              ------
             M-1                                AA+
             M-2                                A
             M-3                                A-

                 Home Equity Asset Trust 2003-5
             Home equity pass-through certificates

             Class                              Rating
             -----                              ------
             A-1, A-2                           AAA
             M-1                                AA


NASDAQ OMX: Inks $2.075 Billion Senior Secured Loan Agreement
-------------------------------------------------------------
On Feb. 27, 2008, Nasdaq OMX Group Inc. entered into a Credit
Agreement with various lenders, Bank of America N.A., as
administrative agent, collateral agent, swingline lender and
issuing bank, JPMorgan Chase Bank N.A., as syndication agent, Bank
of America Securities LLC and JP Morgan Securities Inc., as joint
lead arrangers and joint bookrunners, and Wachovia Bank National
Association, as documentation agent.

The Credit Agreement provides for up to $2.075 billion of senior
secured loans, including (i) a five-year, $2.000 billion senior
secured term loan facility, and (ii) a five-year, $75.0 million
senior secured revolving credit facility, with a letter of credit
subfacility and swingline loan subfacility, which revolving credit
facility was undrawn on the Closing Date.  

In addition, Nasdaq may request that prospective additional
lenders under the Credit Agreement agree to make available
incremental term loans and incremental revolving commitments from
time to time after the Closing Date in an aggregate amount not to
exceed $200.0 million.

In addition to providing financing for the acquisitions of OMX AB,
Philadelphia Stock Exchange Inc. and certain assets of Nord Pool
ASA (PHLX), Nasdaq is using the debt financing under the Credit
Facilities to (i) pay fees and expenses incurred in connection
with such acquisitions, (ii) repay certain indebtedness of OMX,
PHLX and their respective subsidiaries and (iii) provide ongoing
working capital and provide for other general corporate purposes
of Nasdaq and its subsidiaries.

Borrowings under the Credit Facilities (other than swingline
loans) bear interest at (i) the base rate, plus an applicable
margin, or (ii) the LIBO rate, plus an applicable margin.  The
interest rate on swingline loans made under the Credit Facilities
is the base rate, plus an applicable margin.

Nasdaq's obligations under the Credit Facilities (i) are
guaranteed by each of the existing and future direct and indirect
material wholly-owned domestic subsidiaries of Nasdaq, subject to
certain exceptions, and (ii) are secured, subject to certain
exceptions, by all the capital stock of each of Nasdaq's present
and future subsidiaries (limited, in the case of foreign
subsidiaries, to 65.0% of the voting stock of such subsidiaries)
and all of the present and future property and assets (real and
personal) of Nasdaq and the guarantors.

The Credit Facilities contain customary negative covenants
applicable to Nasdaq and its subsidiaries, including the
following:

  -- limitations on the payment of dividends and redemptions of
     Nasdaq's capital stock;

  -- limitations on changes in Nasdaq's business;

  -- limitations on amendment of subordinated debt agreements;

  -- limitations on prepayments, redemptions and repurchases of
     debt;

  -- limitations on liens and sale-leaseback transactions;

  -- limitations on mergers, recapitalizations, acquisitions and
     asset sales;

  -- limitations on transactions with affiliates;
  

  -- limitations on restrictions on liens and other restrictive
     agreements; and

  -- limitations on loans, guarantees, investments, incurrence of
     debt and hedging arrangements.

In addition, the Credit Facilities contain financial covenants,
specifically, maintenance of a minimum interest expense coverage
ratio and a maximum total leverage ratio, each defined in the
Credit Facilities.

The Credit Facilities also contain customary affirmative
covenants, including access to financial statements, notice of
defaults and certain other material events, and maintenance of
business and insurance, and events of default, including cross-
defaults to the company's material indebtedness.

A full text copy of the Credit Agreement, dated Feb. 27, 2008, is
available for free at http://researcharchives.com/t/s?28c9

                         About Nasdaq OMX

The NASDAQ OMX Group, Inc. -- http://wwwnasdaqomx.com/-- is a   
large exchange company, which delivers trading, exchange
technology and public company services across six continents, and
with over 3,900 companies, it is number one in worldwide listings
among major markets.  NASDAQ OMX offers multiple capital raising
solutions to companies around the globe, including its U.S.
listings market; the OMX Nordic Exchange, including First North;
and the 144A PORTAL Market.  The company offers trading across
multiple asset classes including equities, derivatives, debt,
commodities, structured products and ETFs.  NASDAQ OMX technology
supports the operations of over 60 exchanges, clearing
organizations and central securities depositories in more than 50
countries.  OMX Nordic Exchange is not a legal entity but
describes the common offering from NASDAQ OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and
Vilnius.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Moody's Investors Service upgraded The NASDAQ OMX Group Inc.'s
corporate family rating to Ba1 from Ba3 and assigned a positive
outlook.  This action concludes Moody's rating review of NASDAQ
OMX, following a Feb. 27 announcement of a completion of its
merger with OMX AB.

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

  
NASDAQ OMX: Completes Offering of $425 Mil. of Convertible Notes
----------------------------------------------------------------
On Feb. 26, 2008, The NASDAQ OMX Group Inc. completed the offering
of $425.0 million aggregate principal amount of its 2.50%
Convertible Senior Notes due 2013.  On Feb. 29, 2008, the initial
purchasers notified Nasdaq of their intention to exercise in full
their over-allotment option to purchase up to an additional $50.0
million aggregate principal amount of Notes.  

The Initial Notes were sold to the initial purchasers in a private
placement, in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and were resold by the initial purchasers to
"qualified institutional buyers" pursuant to the exemption from
registration provided by Rule 144A under the Securities Act.  In
connection with the offering of the Notes, Nasdaq entered into an
indenture and a registration rights agreement.

                            Indenture

The Notes bear interest at a rate of 2.50% per year.  Interest on
the Notes is payable semi-annually in arrears on February 15 and
August 15 of each year, beginning August 15, 2008.  The Notes will
mature on August 15, 2013, subject to earlier repurchase or
conversion.

Holders may convert their Notes at their option at any time prior
to the close of business on the business day immediately preceding
the maturity date for such Notes under the following
circumstances:

  (1) during any fiscal quarter after the fiscal quarter ending
      June 30, 2008, if the last reported sale price of Nasdaq's
      common stock for at least 20 trading days in the period of
      30 consecutive trading days ending on the last trading day
      of the immediately preceding fiscal quarter is equal to or
      more than 130% of the conversion price of the Notes on the
      last day of such preceding fiscal quarter;

  (2) during the five business-day period after any five
      consecutive trading-day period, or the measurement period,
      in which the trading price per $1,000 principal amount of
      the Notes for each day of that measurement period was less
      than 98% of the product of the last reported sale price of
      Nasdaq's common stock and the conversion rate of the Notes
      on each such day; or

  (3) upon the occurrence of certain corporate transactions.

In addition, holders may also convert their Notes at their option
at any time beginning on May 15, 2013, and ending at the close of
business on the business day immediately preceding the maturity
date for the Notes, without regard to the foregoing circumstances.
Upon conversion, Nasdaq will pay or deliver, as the case may be,
cash, shares of Nasdaq common stock or a combination thereof at
Nasdaq's election.  The initial conversion rate for the Notes will
be 18.1386 shares of Nasdaq common stock per $1,000 principal
amount of Notes, equivalent to an initial conversion price of
approximately $55.13 per share of common stock.  Such conversion
rate will be subject to adjustment in certain events but will not
be adjusted for accrued interest, including any additional
interest.

Following certain corporate transactions, Nasdaq will increase the
applicable conversion rate for a holder who elects to convert its
Notes in connection with such corporate transactions by a number
of additional shares of common stock.

Nasdaq may not redeem the Notes prior to their stated maturity
date.  If Nasdaq undergoes a fundamental change, holders may
require it to purchase all or a portion of their Notes for cash at
a price equal to 100% of the principal amount of the Notes to be
purchased plus any accrued and unpaid interest, including any
additional interest, to, but excluding, the fundamental change
purchase date.

The Indenture contains customary events of default.

The Notes and the underlying Nasdaq common stock issuable upon
conversion of the Notes have not been registered under the
Securities Act or the securities laws of any jurisdiction and are
subject to certain restrictions on transfer.

A full-text copy of the Indenture, dated as of Feb. 26, 2008,
between The Nasdaq Stock Market Inc. and the Bank of New York is
available for free at http://researcharchives.com/t/s?28c5

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

               http://researcharchives.com/t/s?28c6

A full-text copy of the Registration Rights Agreement with the
initial purchasers for the benefit of holders of the Notes is
available for free at http://researcharchives.com/t/s?28c7

                         About Nasdaq OMX

The NASDAQ OMX Group, Inc. -- http://wwwnasdaqomx.com/-- is a   
large exchange company, which delivers trading, exchange
technology and public company services across six continents, and
with over 3,900 companies, it is number one in worldwide listings
among major markets.  NASDAQ OMX offers multiple capital raising
solutions to companies around the globe, including its U.S.
listings market; the OMX Nordic Exchange, including First North;
and the 144A PORTAL Market.  The company offers trading across
multiple asset classes including equities, derivatives, debt,
commodities, structured products and ETFs.  NASDAQ OMX technology
supports the operations of over 60 exchanges, clearing
organizations and central securities depositories in more than 50
countries.  OMX Nordic Exchange is not a legal entity but
describes the common offering from NASDAQ OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and
Vilnius.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Moody's Investors Service upgraded The NASDAQ OMX Group Inc.'s
corporate family rating to Ba1 from Ba3 and assigned a positive
outlook.  This action concludes Moody's rating review of NASDAQ
OMX, following a Feb. 27 announcement of a completion of its
merger with OMX AB.

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


NAVIGATORS CARSON'S: Case Summary & List of Unsecured Creditors
---------------------------------------------------------------
Debtor: Navigators Carson's Crossing, LLC
        1566 West Algonquin Rd., #230
        Hoffman Estates, IL 60192

Bankruptcy Case No.: 08-40551

Chapter 11 Petition Date: March 3, 2008

Court: United States Bankruptcy Court Eastern District of Texas
       (Sherman)

Debtors' Counsel: J. Mark Chevallier
                  (mchevallier@mcguirecraddock.com)
                  McGuire, Craddock & Strother, P.C.
                  3550 Lincoln Plaza
                  500 North Akard
                  Dallas, TX 75201
                  Phone: (214) 954-6800
                  Fax: (214)954-6868

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

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

The Debtor's List of Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Robert D. Tomlinson            Personal Loan         $841,500.00
1566 West Algonquin Rd., #230
Hoffman Estates, IL 60192

CHCT Investments, LLC          Third lien             782,694.49
c/o Victor Bezman
Katten Muchin Roseman, LLP
525 West Monroe St.
Chicago, IL 60661-3693                              Secured value:
                                                     $917,305.51


NEUMANN HOMES: Clublands Sale Bidding Procedure Approved
--------------------------------------------------------
The Hon. Eugene R. Wedoff of the United States Bankruptcy Court
for the Northern District of Illinois approved Neumann Homes Inc.
and its debtor-affiliates' proposed bidding procedures  for the
sale of their assets related to the Clublands Development
in Antioch, Illinois.

Judge Wedoff also approved the proposed form and manner of notice
of the asset sale, and cure notice of assumed contracts.  

Qualified Bidders for the Clublands Assets have until May 2,
2008, to submit written copies of their bids to Hilco Real Estate
LLC, the Debtors and the Debtors' counsel.

If more than one bid is received, the Debtors are permitted to
conduct an auction at 10:00 a.m. prevailing Central Time, on
May 7, 2008.  

The Debtors are authorized to pay a "break-up" or termination fee
of up to 3% of the purchase price as bid protection to a bidder,
provided that the Debtors will not grant the fee until they have
obtained the consent of the Official Committee of Unsecured
Creditors.

The Debtors' obligation to pay the termination fee will survive
termination of the asset purchase agreement, will constitute an
administrative expense until paid, and will be paid in accordance
with the terms of the asset purchase agreement without further
Court approval, Judge Wedoff ruled.

A hearing to consider the proposed asset sale and confirm the
results of the auction, if any, is scheduled on May 14, 2008 at
10:00 a.m., prevailing Central Time.  Objections to proposed
sale, excluding the assumption and assignment of executory
contracts and unexpired leases and the Successful Bid, must be
filed so as to be received no later than May 9 by the counsel to
the Debtors, the Creditors Committee, the U.S. Trustee and Cole
Taylor Bank.

The Debtors are directed to file and serve a copy of the
Successful Bid immediately after the conclusion of the Auction,
or immediately after May 2, 2008, if no auction will be held.  
Parties have until May 12 to file an objection to any Successful
Bid.

The Debtors state that they have retained Hilco Real Estate, LLC,  
to assist them in valuing their real estates holdings and thus,
are now in a position to market the Clublands Assets.

The Clublands Assets generally consist of real and  personal
properties, development and annexation agreements, and lease
contracts, a list of which is available at no charge at:

              http://ResearchArchives.com/t/s?28cd

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)    


NEW YORK RACING: Obtains Court Approval to Sell Ancillary Property
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York authorized New York Racing Association Inc. to sell any
and all of its ancillary non-operating real property, according to
Bill Rochelle of Bloomberg News.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
the Debtor said that it has 80 parcels of non-operational
property, of which 70 parcels are vacant, valued between
$15 million to $20 million.

"The ancillary property does not provide any synergistic value
to the racetracks or benefit NYRA's operations," the Debtor said
in court filing.  "The property is carried at significant costs
with no corresponding enhancement to NYRA's chapter 11 estate."

The Debtor said that it spends $250,000 in real estate taxes and
$200,000 in additional cost per year.

The Debtor argued that the sale process will ensure the highest
return to the estate at the lowest cost and will provide
sufficient funds to maintain its operations.

"An expedited sale procedure will protect NYRA's estate by
guarding against potential lost sales," Bloomberg News relates.

In addition to the sale process, the Debtor will provide notice of
the auction and the proposed purchase agreement -- including the
terms of any proposed break-up fee -- before it enters into any
deal.

                          New Franchise

As reported in the Troubled Company Reporter on Feb 15, 2008,
the Debtor obtained a long-term extension of its franchise after
operating under a short-term deal.  It will continue to operate
horse racing at the Aqueduct, Belmont and Saratoga race tracks in
New York for another 25 years.

The Debtor will receive $105 million from the state to exit from
bankruptcy; provided, however, NRYA must drop any ownership claim
on the race track properties.

                       About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.

As reported in the Troubled Company Reporter on Feb. 21, 2008
the Court further extended the Debtor's exclusive periods to file
a Chapter 11 plan and solicit acceptances of that plan until
March 7, 2008.


OSCEOLA RIDGE: Case Summary & 52 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Osceola Ridge LLC
        aka Osceola Ridge Apartments
        625 East Tennessee Street
        Suite 200
        Tallahassee, FL 32308

Bankruptcy Case No.: 08-40127

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Boothco High Park LLC                       08-40129

DBS Holdings LLC                            08-40128  

Chapter 11 Petition Date: March 2, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: C. Edwin Rude, Jr., Esq.
                  C. Edwin Rude, Jr., Attorney at Law
                  211 East Call Street
                  Tallahassee, FL 32301-7607
                  Tel: 850-222-2311
                  Fax: 850-222-2120
                  edrudelaw@earthlink.net

Osceola Ridge LLC's financial condition:

Estimated Assets: less than $50,000

Estimated Debts: $10,000,001 to $50 million

A. Osceola Ridge LLC's list of its 20 Largest Unsecured    
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
City of Tallahassee                                $22,149
300 S. Monroe Street
Tallahassee, FL 32301

Comacast                                           $11,826
P.O. Box 105184
Atlanta, GA 30348-5184

Embarq                                             $7,694
P.O. Box 96064
Charlotte, NC 28296-0064

Velocity Online                                    $1,920

Carrier of Florida                                 $1,705

Ellsworth Painting                                 $1,100

Home Depot                                         $992

Extreme Carpet Care                                $825

Seven Hills Security                               $749

Drew's Cleaning Crew                               $525

A-1 Answering Service                              $496

Paul's Pest Control                                $376

Leon Screening & Repair                            $371

Terminex                                           $307

City Electric Supply                               $295

Johnstone Supply                                   $285

Ecolab Pest Elimination                            $272

JH Dowling                                         $263

Airgas South                                       $250

First Advantage                                    $179

B. Boothco High Park LLC's list of 16 largest unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
City of Tallahassee                                $21,759
300 Adams Street
Tallahassee, FL 32301

Comcast                                            $6,852
P.O. Box 105184
Atlanta, GA 30348-5184

Home Depot                                         $2,618
P.O. Box 509058
San Diego, CA 92150-9058

Roof USA                                           $1,650

AmSouth Bank                                       $1,504

Lance Maxwell Plumbing                             $1,446

Thrasher, Thrasher & Thrasher                      $920

Paul's Pest Control                                $352

Clerk of Court                                     $320

A-1 Answering Service                              $233

Marpan Supply                                      $90

Ecolab Pest Elimination                            $75

Safetouch Security Systems                         $51

Embarq                                             $47

Nextel Partners                                    $26

First Advantage                                    $11

B. DBS Holdings LLC 's list of 16 largest unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
City of Tallahassee                                $6,122
600 North Monroe Street
Tallahassee, FL 32301-1262

Cumberland Forest Condo Association                $3,472
P.O. Box 13089
Tallahassee. FL 32317

Home Depot                                         $1,755
P.O. Box 509058
San Diego, CA 92150-9058

Comcast                                            $736

AM South Bank                                      $525

Southern Furniture Leasing                         $268

American Security Enforcement                      $173

E. Marshall Enterprises                            $128

Paul's Pest Control                                $113

Embarq                                             $79

Ecolab Pest Elimination                            $70

City Electric Supply                               $37

Extreme Carpet Care                                $25

Nextel Partners                                    $23

MCI                                                $8

First Advantage                                    $6


OWNIT MORTGAGE: Declining Credit Support Prompts S&P's Rating Cuts
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of mortgage loan asset-backed certificates from Ownit
Mortgage Loan Trust Series 2005-5.  Furthermore, S&P affirmed its
'CCC' rating on class B-2 from this series.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction in combination with projected credit
support percentages--based on the amount of loans in the
delinquency pipeline--that are insufficient to maintain the
ratings at their previous levels.  Based on the current collateral
performance of these transactions, S&P projects future credit
enhancement will be significantly lower than the original credit
support for the former ratings.  The failure of excess interest to
cover monthly losses has resulted in the complete erosion of
overcollateralization (O/C) for this transaction.  This O/C
deficiency caused a principal write-down of class B-3, which
prompted us to downgrade this class to 'D'.  As of the Feb. 25,
2008, remittance date, cumulative losses for this transaction were
1.44% of the original pool balance.  Total delinquencies and
severe delinquencies (90-plus days, foreclosures, and REOs) were
40.88% and 27.38% of the current pool balance, respectively.
     
The affirmation reflects the position of the current rating
relative to the current and projected credit support percentages
for this class.  As of the Feb. 25, 2008, remittance date, credit
support for this class was 4.69% of the current pool balance.  In
comparison, current credit enhancement was 1.10x the original
enhancement.
     
A combination of subordination, excess interest, and O/C (prior to
its complete erosion) provide credit enhancement for this
transaction.  The collateral supporting this series consists of a
pool of subprime fixed- and adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.

                        Ratings Lowered

             Ownit Mortgage Loan Trust Series 2005-5
             Mortgage loan asset-backed certificates

                                   Rating
                                   ------
                 Class       To              From
                 -----       --              ----
                 M-1         BBB             AA+
                 M-2         BB              AA
                 M-3         B               AA-
                 M-4         B-              A+
                 M-5         CCC             BBB+
                 M-6         CCC             BB
                 B-1         CCC             B
                 B-3         D               CCC

                        Rating Affirmed

             Ownit Mortgage Loan Trust Series 2005-5
             Mortgage loan asset-backed certificates

                    Class              Rating
                    -----              ------
                    B-2                CCC


PACIFIC LUMBER: Court Approves Panel's Disclosure Statement
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division approved the Joint Disclosure
Statement filed by the Official Committee of Unsecured Creditors,
on behalf of the Debtors; The Bank of New York Trust Company,
N.A., as Indenture Trustee for the Timber Notes; and Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility, explaining the Plans of
Reorganization filed by each of the Plan Proponents.

The Joint Disclosure Statement contains adequate information
within the meaning of Section 1125 of the Bankruptcy Code, Judge
Richard Schmidt held.

To note, the Creditors Committee delivered to the Court on
February 27, 2008, a redlined copy of the Joint Disclosure
Statement, a redlined copy of the Committee solicitation letter,
and other plan exhibits.

A full-text copy of the redlined Joint Disclosure Statement is
available for free at http://researcharchives.com/t/s?28cf

The other Disclosure Statement Supplements are:

1. The Committee's Solicitation Letter, which fully supports
    the Plan proposed by Mendocino Redwood Company, LLC, and
    Marathon Structured Finance Fund.

    A full-text copy of the Committee's Initial Solicitation
    Letter is available for free at:

       http://researcharchives.com/t/s?28d0

2. A Liquidation Analysis, which estimates that about
    $69,000,000 will be available for distribution to PALCO
    creditors and about $426,000,000 will be available for
    distribution for Scopac creditors if the Debtors' cases were
    converted into a case under Chapter 7.  

    A full-text copy of the Liquidation Analysis is available for
    free at:

       http://researcharchives.com/t/s?28d1

3. Pro-Forma Financial Projections under the Debtors' Plan, a
    full-text copy of which is available for free at:

       http://researcharchives.com/t/s?28d2

4. Projected Financial Information for the MRC/Marathon Plan, a
    full-text copy of which is available for free at:

       http://researcharchives.com/t/s?28d3

5. Proposed Monthly Cash Flows under the Indenture Trustee Plan,
    a full-text copy of which is available for free at:

       http://researcharchives.com/t/s?28d4  

The Court will convene a hearing to consider confirmation of one
of the Plans on April 8, 2008, at 9:00 a.m. Central Time.  
Confirmation objections to any of the Plans must be filed with
the Court by March 25, at 4:00 p.m. Central Time.

Judge Schmidt also approved the proposed procedures for the
solicitation and tabulation of votes to accept or reject the
Plans of Reorganization filed on January 30, 2008.

The Court set March 25, 2008, as the deadline for the receipt
of Ballots accepting or rejecting the Plans.  In order for a
Ballot to be counted, it must be received by the Balloting Agent
prior to the Ballot Deadline.

Judge Schmidt also allowed the Official Committee of Unsecured  
Creditors to include in the Solicitation Packages for
distribution to voting creditors a copy of the Committee's
solicitation letter in the form agreed to at a hearing held on
February 28, 2008.  

As previously set by the Court, the record date for voting
purposes on the Plans for all securities and interests held in,
and all claims asserted against, the Debtors is February 25,
2008.

The Court approved the Joint Voting Instructions and the form of
the Ballots.  Logan & Company, Inc., is appointed as the Debtors'
single, neutral balloting agent for purposes of soliciting
acceptances and rejections of the three Plans, notwithstanding
the terms of any other agreement between Logan & Co. and the
Debtors or any order entered with respect to the retention of
Logan & Co. by the Debtors.

Judge Schmidt authorized and directed Logan & Co. to:

   (a) establish procedures, in consultation with the Plan
       Proponents and the Creditors Committee, so as to ensure
       that (i) the requisite solicitation materials are included
       in every solicitation package to be delivered to the
       Debtors' creditors, and (ii) a correct and comprehensive
       list of all holders entitled to receive Ballots for
       themselves or their beneficial holders, and to vote on the
       Plans, is compiled and used in the Joint Solicitation;

   (b) (i) mail the Ballots and the Solicitation Packages, (ii)
       receive, tabulate, and report on Ballots cast for or
       against each of the Plans by holders of claims against, or
       interests in, the Debtors, and (iii) respond to inquiries
       from creditors relating to the Plans, the Joint Disclosure
       Statement, the Ballots and other related matters,
       including the procedures and requirements for voting to
       accept or reject the Plans -- except that as to
       substantive questions concerning the terms of any Plan,
       the Balloting Agent will communicate with the relevant
       Plan Proponent, and direct the inquiries as appropriate;
       and

   (c) maintain true, complete and accurate records of all
       Ballots received, including but not limited to the date
       and time of the receipt, and method of delivery.

The Court directed the Debtors to deliver to Logan & Co. by
March 3, 2008, the Court-approved Joint Disclosure Statement,
Creditors Committee Solicitation Letter and the Ballots.  The
Debtors and the Indenture Trustee will coordinate with each other
to compile a list of beneficial and nominal holders of the Timber
Notes, as of the Record Date, to be provided to the Balloting
Agent.

All Solicitation Packages, including Ballots for creditors
entitled to vote under the Plans, will be distributed by Logan &
Co. no later than March 6, 2008.

The Court has also set March 19, 2008, as the deadline for filing
motions for temporary allowance of claims for voting purposes
under Rule 3018(a) of the Federal Rules of Bankruptcy Procedure.

Logan & Co. will file with the Court, by no later than March 28,
2008 at 4:00 p.m. Central Time, a certificate tabulating the
Ballots received as to each Plan.

            Disclosure Statement Objections Overruled

"All objections to the Joint Disclosure Statement have been
resolved or are overruled," the Court held.

To note, certain creditors have filed specific objections to the
Disclosure Statement.  The Indenture Trustee argued that the
Debtors' Plan is flawed and opposed its inclusion in the Joint
Disclosure Statement.  In addition, Marathon noted that it will
never vote for the Debtors' Plan, making any chance of winning
confirmation impossible for the Debtors, according to the
Associated Press.

"We know right now that [the Debtors'] plan is a dead letter,"
said John Fiero, an attorney for the Creditors Committee, AP
stated.

According to AP, PALCO's attorneys asserted that the Debtors'
Plan could be the basis for a future settlement between various
creditors and the company.

Judge Schmidt backed that argument, saying that "[t]here are some
benefits that might be obtained in the event that . . . somebody
comes up with some sort of compromise among all these parties,
and it might be the form of that compromise."

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
49, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Court Approves $3 Settlement of Qui Tam Claims
--------------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas approved a stipulation between The
Pacific Lumber Company and Richard Wilson and Chris Maranto,
resolving the Qui Tam Claims for $3.

The United States, represented by Jeannine R. Lesperance, Esq., at
the United States Department of Justice, Civil Division, in
Washington D.C., consented to the Stipulation, without prejudice
to the U.S.'s rights of offset or recoupment or any other rights
relating to the Headwaters Agreement.

The U.S. Government also consented to the withdrawal of Claim Nos.
614 to 616.

As reported in the Troubled Company Reporter on Feb. 14, 2008, on
behalf of the state of California and the United States  
Government, Messrs. Wilson and Maranto asserted Claim Nos. 511
through 519 against the Debtors in July 2007, seeking
approximately $1,000,000,000, in aggregate damages.  The Relator
Qui Tam Claims stem from the historic 1996 Headwaters Agreement
among Pacific Lumber Company, MAXXAM Inc., PALCO's parent company,
the United States, and California.

Mr. Wilson is a former director of the California Department of
Forestry and Fire Protection, while Mr. Maranto is a CDF forester.

Under the Headwaters Agreement, PALCO, Salmon Creek LLC, and
Scotia Pacific Company LLC, sold their Headwaters Forest and Elk
Head Springs Forest to California and the U.S. Government, for
the creation of a permanent wildlife preserve.  The U.S.
Government and California agreed to pay $380,000,000 for the
Headwaters Timberlands.  

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth &
Holzer, P.C., in Corpus, Christi, Texas, said the
Debtors were willing to sell the Headwaters Timberlands to the
State and Federal governments if they could attain an economically
viable level of harvesting operations on the remainder of their
timberlands.  Thus, through the Headwaters Agreement, the Debtors
obtained in 1999 the final approval of various plans and permits
for timber harvesting, including a Sustained Yield Plan, from the
government's regulatory agencies.

In December 2006, however, Messrs. Wilson and Maranto filed two
complaints under seal in the United States District Court for the
Northern District of California, asserting that (i) the SYP was
fraudulent because it relied on improper modeling and computer
simulations, and that (ii) the $380,000,000 purchase price
exceeded the land's value.  The first complaint was filed on
behalf of the U.S. Government -- the Federal Qui Tam Action --
while the second complaint was filed on behalf of the state of
California -- the State Qui Tam Action.

According to Mr. Holzer, the Qui Tam Claimants relied on certain
provisions in the Federal False Claims Act and the California
Government Code that permit private plaintiffs acting as
"relators" to bring suit on behalf of the government for the
alleged payment by the government of a "false claim."

Upon review, however, the U.S. Government and California declined
to take over the prosecution of the Qui Tam Complaints.  The Qui
Tam Complaints were then unsealed and the Qui Tam Claimants were
allowed to continue to prosecute the Complaints.

In addition to the Relator Qui Tam Claims, the United States filed
Claim Nos. 614 through 616 in August 2007, to assert its
residual rights under the Federal False Claims Act as to the
Relator Qui Tam Claims.

The Qui Tam Claims are the largest claims asserted in the Debtors'
bankruptcy cases, Mr. Holzer pointed out.  Moreover, he noted,
Messrs. Wilson and Maranto, California and the U.S. Government all
contended that the Qui Tam Claims are non-dischargeable.

The Debtors disputed the Qui Tam Claimants' arguments, and
contended that the SYP does not meet the definition of a "claim"
for payment.

The Debtors and the Qui Tam Claimants also filed several adversary
proceedings and other related matters pertaining to the Qui Tam
Claims, which are currently pending before the Bankruptcy Court:

   * The adversary proceeding initiated in June 2007 by the    
     Debtors against Messrs. Wilson and Maranto for a declaration
     that the automatic stay applies to the State Qui Tam Action
     and the Federal Qui Tam Action.

   * The Debtors' objection to the Qui Tam Claims filed in
     September 2007.

   * The Debtors' motion to estimate the Qui Tam Claims.

   * The adversary proceeding initiated in September 2007 by the
     Debtors to determine the dischargeability of the Qui Tam
     Claims under Section 1141(d)(6) of the Bankruptcy Code.

   * The Qui Tam Claimants' motion to change venue of the
     Estimation Motion and Claims Objection.

To resolve their disputes, the parties stipulate that:

   (1) The Relator Qui Tam Claims will be allowed as an unsecured
       non-priority claim for $1 in each of the PALCO, Scopac and
       Salmon Creek bankruptcy cases, which will be the sole
       remedy against the Debtors on account of the Qui Tam
       Claims, the State Qui Tam Action or the Federal Qui Tam
       Action;

   (2) The U.S. Qui Tam Claims will be withdrawn with prejudice;

   (3) The Adversary Action to Extend Stay, the Claims Objection,
       the Estimation Motion, the Non-Dischargeability Action and
       the Venue Motion will be dismissed or withdrawn;

   (4) The Debtors will remain in the State Qui Tam Actions and
       Federal Qui Tam Actions solely for the purpose of
       responding to discovery as if they were parties.  However,
       they need not otherwise participate in the cases and will
       be dismissed from the State Qui Tam Action and Federal Qui
       Tam Action at their conclusion;

   (5) The rights of third parties outside of the bankruptcy
       cases will neither be enhanced nor prejudiced as a result
       of the resolution set forth in the Stipulation.  The
       resolution will not affect litigation brought by the
       Debtors pending in the California Superior Court or any    
       other litigation against any person or entities who are not
       parties to the Stipulation; and

   (6) The Debtors waive any claims they have against Claimants
       that have arisen postpetition and covenant not to sue
       California or the United States for their refusal or
       failure to cause the dismissal of the State Qui Tam Action,
       the Federal Qui Tam Action, the Qui Tam Claims and the U.S.
       Qui Tam Claims.

Mr. Holzer related that California and the United States have been
parties to the negotiations, and have expressly approved the
resolution embodied in the Stipulation.

The obvious benefit of the Stipulation to the Debtors' estates is
the reduction of potentially non-dischargeable claims aggregating
$1,000,000,000, to only $3, Mr. Holzer emphasized.  In addition,
the Stipulation also resolves extensive and expensive pending
litigations.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.


PDL BIOPHARMA: Abandons Sale; Plans to Lay Off 260 More Workers
---------------------------------------------------------------
PDL BioPharma Inc. said its board of directors has decided it will
no longer actively pursue the sale of the company or of its
biotechnology discovery and development assets.  This action
follows an extended strategic review and solicitation of interest
in the company and its assets.

Bloomberg News relates that Third Point LLC, which used to hold
9.7% interest in PDL, pressured the company in October 2007 to
start looking for a buyer.  Third Point, Bloomberg reports,
asserted that "PDL was mismanaged" and subsequently sold its stake
in the company by Dec. 31, 2007.

Various reports have indicated that PDL was unable to find a
suitable buyer for its assets.

Lazard Capital Markets analyst, Joel Sendek, commented that it's
still possible that PDL will sell its royalty stream, however, the
probability of a buyout is lower now," Bloomberg says.  Mr. Sendek
downgraded PDL shares to "hold" from "neutral."

              Company Intends to Remain Independent

The company will remain independent and focus on the discovery and
development of innovative new antibodies for cancer and
immunologic diseases.  In pursuing this path, PDL will:

   -- substantially reduce its expenses and implement a
      significant workforce reduction;

   -- distribute to stockholders at least $500 million of the
      initial proceeds from its previously announced commercial,
      cardiovascular and manufacturing asset sales transactions,
      pending the close of these transactions, in a form and at
      a time to be determined;

   -- continue to actively evaluate several structures to
      distribute to its stockholders 50% or more of the
      value of its future antibody humanization royalties from
      currently marketed licensed products, net of any
      applicable corporate-level taxes; and

   -- re-start a process led by the board to search for a new
      chief executive officer; Dr. L. Patrick Gage will continue
      to serve as interim chief executive officer during the
      search process.

                Workforce Reduction Implemented;
                   Operating Expenses Reduced

PDL's new operating plan includes a reduction of its workforce
across all functions by approximately 260 positions, starting
immediately and continuing over the next 12 months.  This
reduction is in addition to previously planned reductions of
approximately 320 positions resulting from the recently announced
sales of the company's manufacturing plant and commercial and
cardiovascular products.  Subsequent to the transition period, PDL
expects that its workforce will consist of approximately 300
employees.

PDL anticipates a transition period of approximately 12 months
before planned expense reductions and transition services related
to the manufacturing, commercial and cardiovascular asset sale
transactions are fully implemented or completed.  At the end of
this period, PDL expects its annualized operating expenses to be
approximately $150 million, excluding depreciation, amortization,
stock compensation expense and any restructuring charges.  The
company may further reduce these projected annualized operating
expenses through potential additional expense reductions and
partnering transactions.  PDL's non-GAAP operating expenses for
2007, on the same basis with these projected annualized operating
expenses, were $340.2 million.  In connection with the company's
restructuring and workforce reduction, PDL expects to incur
significant transition-related expenses over the 12-month period,
a portion of which would be recorded as restructuring charges.  
PDL will provide a further financial outlook in conjunction with
its first quarter 2008 financial results.

       Committed to Pursuit of Royalty-Related Distribution

The company is actively evaluating several alternative structures
that would result in the distribution to its stockholders of 50
percent or more of the value of future antibody humanization
royalties that would be received from currently marketed products.  
PDL is carefully evaluating numerous factors, including tax
implications, structural considerations, and market conditions, in
order to select the alternative that would maximize the value of
the humanization royalties for its stockholders.  The structures
being evaluated include, among others, a sale of the right to
receive future royalties, a securitization of future royalties or
a distribution to stockholders of securities related to the
royalty stream.

           Focus on Antibody Discovery and Development

Moving forward, PDL will focus on advancing its current product
portfolio and discovering and developing additional innovative
antibodies for cancer and immunologic diseases.

"As a substantially more streamlined biotechnology organization,
PDL will work to efficiently maximize the value of its core
technical strengths and 21 years of antibody expertise, while
successfully advancing its current portfolio and partnering, when
appropriate, to maximize value, offset the costs and mitigate the
risks of mid- to late-stage development," said L. Patrick Gage,
Ph.D., interim chief executive officer of PDL.  "In addition to
PDL's technical competencies, our talented employees, who have
continued to move our company forward during the strategic review,
are a fundamental strength of our company, and I thank them for
their ongoing dedication and hard work."

PDL's current pipeline consists of three novel antibody products
in the clinic and its 2008 IND candidate: daclizumab for the
treatment of multiple sclerosis (MS) and asthma, for which the
company has presented positive data from placebo-controlled phase
2 clinical trials in each indication; volociximab (M200),
currently in phase 1/2 studies targeted at various solid tumors;
the HuLuc63 antibody under phase 1 investigation in multiple
myeloma; and PDL192, another antibody with potential in solid
tumors for which the company plans to file an IND in the second
quarter of this year.  PDL is co-developing daclizumab in MS, and
M200 in all indications, with Biogen Idec.  In addition to
advancing these product candidates, PDL intends to move a new
antibody into the clinic each year.  The company also maintains
its strong process development and preclinical support
capabilities.

                       Management Comment

"During our thorough strategic review process, we entered into
agreements for the sale of our manufacturing, commercial and
cardiovascular assets for a total of over $525 million in cash, up
to $85 million in potential future milestone payments, as well as
potential future royalties," said Karen A. Dawes, chair of PDL's
board of directors.

"Although we garnered interest regarding certain of our pipeline
programs, we did not receive a firm offer for the company as a
whole or for our biotech R&D assets.  We believe that the
completion of and planned distribution of proceeds from our
strategic transactions, our expense reduction efforts, and our
renewed focus on antibody discovery and development not only will
maximize stockholder value, but also will enhance the opportunity
for attractive partnering transactions in the future."

                    About PDL BioPharma Inc.

PDL BioPharma Inc. (NASDAQ: PDLI) -- http://www.pdl.com/-- is a  
biopharmaceutical company focused on discovering, developing and
commercializing therapies for severe or life threatening
illnesses.  The company markets and sells products in the acute
care hospital setting in the United States and Canada, and
receives royalties through licensing agreements with a number of
biotechnology and pharmaceutical companies based on its antibody
humanization technology platform.  The company's product
development pipeline includes six investigational compounds in
Phase II or Phase III clinical development for hepatorenal
syndrome, inflammation and autoimmune diseases, cardiovascular
disorders and cancer.


PDL BIOPHARMA: Posts $21.1M Loss for Full Year Ended Dec. 31
------------------------------------------------------------
PDL BioPharma Inc. reported net loss for the fourth quarter ended
Dec. 31, 2007 of $15.6 million, compared with a net loss of
$89.7 million, for the comparable 2006 period.  Net loss, which
includes the results of discontinued operations, for the full
year 2007 was $21.1 million, compared with a net loss of
$130.0 million, for the full year 2006.  Discontinued operations
in the fourth quarter of and full year 2006 included $72.1 million
and $73.8 million, respectively, in impairment charges related to
the company's Retavase product rights intangible assets.

Total revenues from continuing operations, which exclude net
product sales, for the full year 2007 were $258.9 million compared
to $249.1 million for the full year 2006.  Total revenues for the
fourth quarter of 2007 were $49.8 million compared to
$59.8 million in the same period of 2006.

For all periods presented, the results of the company's commercial
and cardiovascular operations reporting unit, which includes all
activities related to the Cardene(R), Retavase(R), and IV
Busulfex(R) marketed products and the ularitide development-stage
product, have been presented as discontinued operations.  In
December 2007, the company entered into an asset purchase
agreement with Otsuka Pharmaceutical Co., Ltd. under which PDL
agreed to sell the rights to IV Busulfex.

             Purchase Agreement with EKR Therapeutics

In February 2008, the company entered into an asset purchase
agreement with EKR Therapeutics Inc. for the sale of PDL's Cardene
and Retavase commercial products, as well as for ularitide, a
development-stage product.  The discontinued operations
presentation consolidates the results of the commercial and
cardiovascular operations, including net product sales, cost of
product sales and selling expenses, the significant majority of
the company's marketing expenses and certain research and
development expenses and general and administrative expenses, into
a single line item in the statement of operations.

Various reports related that PDL was unable to find a suitable
buyer of its assets, hence, it recently abandoned its plan to sell
itself in a buyout.  The company has been trying to sell itself
piece by piece, reports said.  It disclosed that it intends to
remain independent.  Its board of directors decided to undergo a
restructuring and reduce jobs in order to save on expenses.  A
story of the restructuring and the abandonment of the sale plan
accompanies today's Troubled Company Reporter.

                  Summary of Financial Results

Royalty revenues for the full year 2007 were $221.1 million
compared to $184.3 million in the prior year.  Royalty revenues
for the fourth quarter of 2007 were $37.5 million compared with
$43.8 million in the comparable period in 2006.  Higher net sales
were reported by PDL's antibody product licensees in 2007 as
compared to 2006.  However, the effective average royalty rate
earned by the company on sales reported by Genentech, Inc., one of
PDL's licensees, in the fourth quarter and full year 2007 periods
was lower than in the comparable 2006periods as a result of the
tiered fee structure under the company's license agreement with
Genentech.  In addition, the percentage of ex-U.S. sold
Herceptin(R) product manufactured outside the U.S. declined
significantly in the 2007 periods as compared to the 2006 periods,
resulting in a greater percentage of such sales being subject to
the tiered fee structure and not the higher, fixed royalty rate
that applies to products that are both sold and manufactured
outside the U.S.

License, collaboration and other revenues were $37.8 million for
the full year 2007 compared to $64.8 million for the full year
2006, and $12.2 million for the fourth quarter of 2007 compared to
$16.0 million for the same period of 2006.  These decreases were
due primarily to the acceleration of $20.5 million in previously
deferred revenue in 2006 related to the termination of the
collaborations with Roche for daclizumab in asthma and transplant
maintenance.  In addition, revenue related to reimbursement for
R&D services decreased in 2007 as compared to the 2006 comparable
periods as a result of lower R&D expenses incurred under the
company's collaboration agreement with Biogen Idec and the
termination of the collaborations with Roche.  In the fourth
quarter of 2007, PDL earned and recognized a $5.0 million
milestone payment from Biogen Idec related to the daclizumab
CHOICE trial in multiple sclerosis.

Cash flow generated from operating activities for the full year
2007 was $67.0 million, compared with $78.8 million for the full
year 2006.  Cash, cash equivalents, marketable securities and
restricted cash and investments totaled approximately
$440.8 million at Dec. 31, 2007 compared to $426.3 million at
Dec. 31, 2006.

                Costs and Expenses Expected to
               Decrease Following Restructuring

Subsequent to the completion of the company's asset sale
transactions and as a result of the restructuring announced
separately today, PDL expects its future operating costs to be
significantly lower than historical levels.

Total costs and expenses from continuing operations as presented
in the financial statements accompanying this release for the 2007
and 2006 periods do not include

The results of the commercial and cardiovascular operations.  
Supplemental information for the discontinued operations is
provided in the financial statements accompanying this press
release.  Included in discontinued operations are net product
sales, cost of product sales, selling expenses, the significant
majority of the company's marketing expenses, certain research and
development expenses, primarily development costs related to the
company's Cardene lifecycle management and ularitide programs, and
certain general and administrative expenses.

                   Annual Report on Form 10-K

As stated in its recent Form 12b-25 filing, the company expects
that it will file its Annual Report on Form 10-K for the fiscal
year ended Dec. 31, 2007, on or before March 15, 2007, and expects
to remain current in its filing obligations.

                    About PDL BioPharma Inc.

PDL BioPharma Inc. (NASDAQ: PDLI) -- http://www.pdl.com/-- is a  
biopharmaceutical company focused on discovering, developing and
commercializing therapies for severe or life threatening
illnesses.  The company markets and sells products in the acute
care hospital setting in the United States and Canada, and
receives royalties through licensing agreements with a number of
biotechnology and pharmaceutical companies based on its antibody
humanization technology platform.  The company's product
development pipeline includes six investigational compounds in
Phase II or Phase III clinical development for hepatorenal
syndrome, inflammation and autoimmune diseases, cardiovascular
disorders and cancer.


PERFORMANCE TRANS: Court Approves Protocol to Sell All Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates to proceed with an auction process for all or
substantially all of their assets.

The auction is set for March 14, 2008, at 10:00 a.m., Central
Time, at the offices of Jones Day, 77 West Wacker, Chicago,
Illinois 60601.  The auction may be canceled if the Debtors do
not receive multiple bids for their assets.

The Debtors have named Diamond Capital Management, L.L.C., as a
qualified bidder for their assets.

Parties interested in purchasing the Debtors' assets are required
to deliver their bids by 2:00 p.m., Eastern Time, on March 11,
2008.

The Court has authorized the Debtors to select a "stalking-horse"
bidder.  The Debtors intend to pay, at their sole discretion, a
topping fee of $1,250,000 plus reimbursement of reasonable fees
and costs of up to $1,250,000 to the stalking-horse bidder.

The Court is scheduled to convene a hearing to approve the
results of the auction or sale on March 18, 2008.

                   Objections to Bid Procedures

As previously reported, various parties objected to the
Disposition Procedures, though for disparate reasons.  The CIT
Group/Business Credit, Inc., and HypoVereinsbank say approval of
the proposed bid protections is premature, noting that the
Debtors have not yet selected a stalking-horse bidder.  On the
other hand, the Automobile Transport Chauffeurs Demonstrators and
Helpers Union, Teamsters Local 604, and George Warner want the
sale postponed if Allied Holdings Inc., now known as Allied
Systems Holdings, Inc., is named as one of the qualified bidders.  
Contract counterparty Toyota Motor Credit Corporation asks PTS to
identify (i) contracts to be included in the sale and (ii) the
proposed buyer/s, so that affected contract counterparties could
obtain assurance of the buyer's future performance.

Toyota Motor Sales, U.S.A., Inc., also a party to executory
contracts with the Debtors, says the disposition protocol should
require the Debtors to provide information as to (i) the
contracts included in the sale, and (ii) cure payments and
adequate assurance of future performance by the buyer.  Toyota
USA also notes that it is also the owner of various assets
utilized by the Debtors in their operations.

                    Debtors Address Objections

The Debtors say that they will notify key parties and CIT and HVB
when they select a stalking-horse bidder for their assets.  CIT
and HVB will be given five days to object to any proposal by the
Debtors to award the $1,250,000 topping fee.

The Debtors tell the Court that they will address the issues on
the assumption and assignment of executory contracts raised by
Toyota in their request for approval of the sale to the
successful bidder in the next several days.

The Debtors say the issues raised Local 604 and Mr. Warner are
neither ripe nor are in the proper venue.

        Committee Objects to Postponement of Sale Hearing

The Official Committee of Unsecured Creditors tells the Court
that the Local 604 has no standing to raise objections to the
Disposition Procedures, and has no right to be heard in the
Debtors' bankruptcy cases.

Paul A. Friedman, Esq., at Blank Rome LLP, in New York, notes
that Local 604 is not a creditor of any of the Debtors; nor can
it assert an equitable claim against the estates.  He adds that
none of Local 604's members are even employed by the Debtors.  

Mr. Friedman points out Local 604's sole interest in the Debtors'
bankruptcy cases is contingent upon Allied first making a
qualified bid and then, further, becoming the successful bidder.  
He asserts mere concern over the outcome of the sale is not
equivalent to having an actual stake in the sale itself.

The Committee asks the Court to deny Local 604's request for
adjournment of the March 18 sale hearing.  The proposed timeline
outlined in the Disposition Procedures was a result of intense
negotiations between the Debtors, the Committee, Black Diamond,
and the Second Lienholders, Mr. Friedman points out.  He avers
that prolonging the sale hearing any further will compromise the
sale process and, ultimately, the distribution of assets to the
unsecured creditors.

       Local 604 to Seek Injunction if Allied Joins Auction

Local 604 and Mr. Warner clarify that they do not not seek to
prevent any sale of the Debtors' business or assets to Allied.  
Rather, according to them, they simply seek to enforce and
protect their rights under Allied's confirmed Chapter 11 Plan in
the U.S. Bankruptcy Court for the Northern District of Georgia.  

Mark Potashnick, Esq., at Weinhaus & Potashnick, in St. Louis,
Missouri, relates Local 604 seeks to have a preliminary
injunction by the Georgia Court if Allied is the successful
bidder for PTS' assets.  Mr. Potshnick, however, notes that:

    -- There are only two business days between completion of the
       auction process and the sale hearing; and

    -- There is no mechanism to provide objections with either
       notice of the identity of any bidder or of the terms
       of the bids.

Local 604 insists it should be given timely notice and
opportunity to file an objection to a sale of PTS' assets to
Allied.  Mr. Potashnick says the notice conforms with the spirit
of full and fair disclosure that permeates the Bankruptcy Code
and should be part of any disposition of any debtor's assets.

Local 604 also warns that failure to permit adequate disclosure
and provide opportunity to seek the preliminary injunction in the
Georgia Court will create risk of inconsistent adjudications by
different courts -- the WDNY Court would be in the unenviable
position of having to determine whether to authorize a sale that
might not be able to close as a result of the Georgia Court's
ruling on the preliminary injunction.

Local 604 asserts it has standing as "aggrieved persons", as its
members are directly and adversely affected pecuniarily by the
actions of the WDNY Court if it authorizes an acquisition
involving or conditioned upon wage concessions not agreed to by
the Debtors' employees.

                 Court Establishes Bid Procedures

The Court's written order approving the Disposition Procedures
did not provide whether the Debtors are required to provide
notice of the auction results to Local 604.  The Court is
scheduled to hold a sale hearing on March 18, but may be moved or
cancel, pursuant to the terms of the Disposition Procedures.

While the Court authorized PTS to select a stalking-horse bidder,
it has allowed these parties to file objections to the payment of
a topping fee in the event the Debtors propose to do so:

     (i) Black Diamond Commercial,

    (ii) D.E. Shaw Laminar,

   (iii) Monarch Alternative Capital,

    (iv) Wells Fargo, N.A.,

     (v) Creditors Committee, and

    (vi) CIT and HVB.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Bonus Program for Non-Exec Workers Approved
--------------------------------------------------------------
Pursuant to Sections 105(a), 363(b) and 503 of the Bankruptcy
Code, the U.S. Bankruptcy Court for the Western District of New
York approved a modified retention program proposed by Performance
Transportation Services, Inc., and its affiliates, solely as it
relates to the Debtors' non-executive employees.  Any amounts due
and owing to employees covered by the Modified Retention Program
will be paid as and when due.

As previously reported in the Troubled Company Reporter on Feb.
26, 2008, the Teamsters National Automobile Transporters Industry
Negotiating Committee asked the Bankruptcy Court to:

   -- deny approval of an employee incentive program proposed by
      Performance Transportation Services, Inc., and its debtor-
      affiliates; or,

   -- in the alternative, establish a discovery and trial
      schedule for the ultimate issues raised by the TNATINC.

The Incentive Program would create a pool of $559,529 to be
distributed to 63 key employees with an aggregate salary of
$5,100,000 or an average salary of $80,952.  The money would be
disbursed entirely at the Debtors' discretion.  To be eligible,
an insider must remain employed and in good standing with the
Debtors until the sale of the Debtors' assets or the effective
date of a Chapter 11 plan.  Key employees will then be eligible
for a bonus upon their departure.

The TNATINC said there is no performance metric to guide the
disbursements.  The only parameter is that individual bonuses are
capped at the equivalent of 16 weeks of the individual's salary,
the TNATINC added.

The TNATINC and the International Brotherhood of Teamsters said
they have interest to protect against the Incentive Program.

                    Incentive Program Revised

In response to the objection, the Debtors substantially revised
the portion of the Incentive Program into a retention program that
covers non-executive employees.  The Debtors have agreed to remove
from and defer the incentive portion applicable to the Debtors'
officers:

   -- Jeffrey L. Cornish, president and chief executive officer;
      and

   -- John Stalker, vice president and chief financial officer.

The Debtors argued that the proposed incentive program for
employees is necessary for the retention and continued performance
of employees at a time where the survival of their positions is
very much in question.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
asserted that the Teamsters National Automobile Transporters
Industry Negotiating Committee's objection is premised on an
erroneous assumption that the insiders, as the term is defined in
the Bankruptcy Code, would be entitled to receive bonuses under
the program.  Mr. Graber clarified that none of the employees
included among the program is an insider.

The Debtors said they won't divulge to the public the schedules of
the specific employees included in the incentive program and the
anticipated payments.  The Debtors, however, have disclosed the
information to certain parties-in-interest subject to
confidentiality restrictions.

The Debtors informed the Court that major parties-in-interest
either support or do not object to the amended incentive program.  
The Debtors' board and officers consulted their advisors, their
postpetition financier and prepetition lenders, the Committee of
Unsecured Creditors and the United States Trustee, in connection
with the Retention Program.

Under the Retention Program, each of the covered employees will be
eligible to receive a retention payment of not more than eight
weeks salary, plus additional performance bonus to any employee
who has made a significant contribution during the Debtors'
Chapter 11 Cases.  The aggregate amount of all Additional
Discretionary Merit Bonuses will be subject to a $50,000 cap.

The Debtors have removed all discretion to reallocate bonuses
forfeited by the covered employees who quit before certain
critical dates.  Bonuses to the covered employees remain subject
to an aggregate cap of $559,529, as initially proposed.  Under
the Retention Program, however, in the event that an employee no
longer is eligible to receive his or her bonus, the aggregate cap
will be reduced by the maximum amount of bonus payable to the
employee.

The Debtors reserved all rights to seek approval of aspects of the
Incentive Program that will permit the Debtors' insiders to
receive incentive payments under certain circumstances.

                   U.S. Trustee Asserts BAPCPA

At the hearing on the Debtors' request, the United States Trustee
appeared before the Court and asked Judge Michael Kaplan to:

   -- determine, base on evidence, whether any of the non-
      executive employees is an insider; and

   -- in the event that the Court determines that any of the non-
      executive employees is an insider, reserve the right of the
      United States Trustee to object to the modified incentive
      program as not being in compliance with the requirements of
      the Bankruptcy Code.

Diana Adams, United States Trustee for Region 2, said the
Bankruptcy Abuse Prevention and Consumer Protection Act called
into question the continued viability of the business judgment
rule with respect to employee retention and bonus plans.

Ms. Adams asserted the Bankruptcy Code defines the term "insider,"
as to a debtor corporation to include officers,
directors and persons in control of the debtor.  She said the
definition of insider is not exhaustive and includes any person
who "exercises sufficient authority over the debtor so as to
unqualifiably dictate corporate policy and the disposition of
corporate assets.  An officer of a debtor is an insider whether or
not he or she actually controls the debtor.

The U.S. Trustee said the Bankruptcy Court prohibits payments
inducing insiders to remain with the debtor unless the court
finds, "based on the evidence in the record" that the payment is
necessary because the individual has a job offer from another
business at the same or greater rate of compensation and the
services of that individual are "essential to the survival of the
debtor's business.  Ms. Adams contended the Debtors must meet
specific evidentiary standards before the Court can approve a
retention plan.

There is currently no evidence before the Court to determine
whether any of the Non-Executive Employees is an insider,
Ms. Adams argued.

Prior to the Court hearing, the Debtors indicated that they will
present evidence at the hearing through the testimony of John
Stalker, vice president and chief executive officer of the
Debtors, to enable the Court to determine whether any of the Non-
Executive Employees is an insider, and subsequently, whether the
BAPCPA applies to the Modified Incentive Program.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


PETRO ACQUISITIONS: Village Pantry Buys AmeriStop Market Stores
---------------------------------------------------------------
Village Pantry, Inc. acquired nine convenience stores in central
Ohio, northwest of Columbus, from Petro Acquisitions, Inc.  The
stores, formerly company-owned and -operated stores of AmeriStop
Market, will be re-branded under the Village Pantry banner.  Each
store averages 2,700 square feet and like most traditional
convenience stores offers quick snack items, lottery tickets,
money orders, pre-paid cellular, and gift cards and sells branded
fuel.  Terms of the acquisition were not disclosed.

Village Pantry, an affiliate of Sun Capital Partners, Inc.,
operates 179 convenience stores throughout Indiana, Michigan, and
Ohio, providing fuel services at 130 locations. Each store offers
a broad selection of grocery, delicatessen, and bakery items as
well as other value-added services. In October 2007, Village
Pantry acquired Imperial Company, Inc., the operator of 33 Next
Door Store convenience stores in Michigan and northern Indiana.

Mick Parker, President and CEO, Village Pantry, Inc., said,"We are
delighted to add this important Ohio market to our growing Midwest
footprint. We expect to take advantage of the economies of scale
offered by this transaction and be better positioned to enhance
the value proposition for our loyal customers as we continue to
introduce new merchandising concepts."

                 About Sun Capital Partners, Inc.

Sun Capital Partners, Inc. -- http://www.SunCapPart.com-- is a  
leading private investment firm focused on leveraged buyouts,
equity, and other investments in market-leading companies that can
benefit from its in-house operating professionals and experience.
Sun Capital affiliates have invested in and managed more than 185
companies worldwide with combined sales in excess of $35.0 billion
since Sun Capital's inception in 1995. Sun Capital has offices in
Boca Raton, Los Angeles, and New York, as well as affiliates with
offices in London, Tokyo, and Shenzhen.  

                  About Petro Acquisitions Inc.

Based in Cold Spring, Kentucky, Petro Acquisitions Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company's wholly owned
subsidiary Gillespie Acquisition, Inc.  filed for Chapter 11
protection with 13 affiliates on November 5 (Bankr. S.D. Ohio Lead
Case No. 07-15378).

Waco Acquisitions, Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on November
17 (Bankr. S.D. Ohio. Lead Case No. 07-15630).

A.F.M. 805, Inc. and eight affiliates, are subsidiaries of Waco
Acquisition and filed for Chapter 11 on November 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 (Bankr. S.D. Ohio under Case No. 07-
15511).

The case summaries of the bankruptcy petitions of Petro's
subsidiaries was published in the Troubled Company Reporter on
Nov. 20, 2007.

Petro Ventures, another of Petro Acuiqisition's subsidiary, and 13
affiliates filed for Chapter 11 on Jan. 18, 2008.  Petro Ventures
is motor fuels wholesaler.  The principal businesses of Debtors
Mayank Jigar, AFM 29130, Inc., AFM 29134, Inc., AFM 29135, Inc.,
AFM 801, Inc. and CFM #29063, Inc. are the operation of
convenience stores and the retail sale of gasoline.  The other
entities which filed concurrently with Petro ventures are either
engaged in the operation of convenience stores and the retail sale
of gasoline; distributors of groceries and related products to the
Petro Companies; or were entities established for related business
purposes.


PFP HOLDINGS: Asks Court to OK Use of Lenders' Cash Collateral
--------------------------------------------------------------
P.F.P. Holdings Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Arizona to use the
cash collateral of its lenders -- Franklin Syndicate, Bank of
America N.A. and AmTrust Bank -- to operate their business on a
daily basis.

As of Dec. 31, 2007, the Debtors owed Franklin Syndicate roughly
$83.9 million.  The book value of the real-property assets on
which the Franklin Syndicate asserts a lien was approximately
$111 million.

The Debtors also owed AmTrust roughly $6.1 million and the book
value of the real-property assets on which AmTrust asserts a lien
was approximately $6.1 million.

The Debtors also owed BofA roughly $7.3 million, and the book
value of the real-property assets on which BofA asserts a lien was  
approximately $14.2 million.

The Debtors want to use cash collateral to cover the first three
weeks of the Chapter 11 proceedings.  The Debtors are in the
process of negotiating an interim cash collateral budget and
stipulation with each of the homebuilding lenders.

The Debtors also ask that Chicago Title Insurance Company, their
escrow agent on home sales, be authorized and directed to turn
over all escrowed, net sale proceeds from closed home transactions
in their possession.

The Debtors assure Franklin Syndicate, AmTrust, and BofA, that
their interests in collateral are adequately protected through the
continuation of the Debtors' businesses.

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.


PGT INC: Reduces Workforce by 17% as Restructuring Measure
----------------------------------------------------------
PGT Inc. disclosed a restructuring of the company as a result of
continued analysis of the company's target markets, internal
structure, projected run-rate, and efficiency.

"We've done everything in our power to maintain our current
workforce, but for the long-term health of the company, we had to
make the difficult decision to downsize our workforce," Rod
Hershberger, president and chief executive officer of PGT
Industries, said.  "This restructuring, and the many difficult
decisions that accompany it, is essential to position the company
to weather what many are referring to as a perfect storm in the
housing industry."

"By streamlining our processes and decreasing expenses, we are
confident that PGT will be able to serve our employees, customers
and stakeholders," Mr. Hershberger continued.

Effective March 4, 2008, the company's workforce was decreased by
approximately 17%.  The effects of this restructuring, dovetailed
with the impact of previously taken actions and employee
attrition, will result in an aggregate decrease of the company's
workforce, at its facilities located in Florida and North
Carolina, of approximately 27% since October, 2007 and 40% since
its peak in September, 2006.  In addition to the savings
attributed to this reduction in workforce, the company is taking
non-workforce related steps to cut costs and improve efficiencies.   
In the aggregate, the company expects to realize annualized
savings in excess of $8 million.

                          About PGT Inc.

Headquartered in North Venice, Florida, PGT Inc. (NASDAQ:PGTI)
-- http://www.pgtindustries.com/--  formerly known as JLL Window  
Holdings, Inc., is a manufacturer and supplier of residential
impact-resistant windows and doors.  The company offers a range of
customizable aluminum and vinyl windows and doors, and porch-
enclosure products.  The company manufactures these products in a
variety of styles, including single hung, horizontal roller,
casement and sliding glass doors, and it also manufactures sliding
panels used for enclosing porches.  All of PGTI's products carry
the PGT brand, and its consumer-oriented products carry an
additional, trademarked product name, including WinGuard and Eze-
Breeze.  The company's impact-resistant products, which are
marketed under the WinGuard brand name, combine heavy-duty
aluminum or vinyl frames with laminated glass that provide
protection from hurricane-force winds and wind-borne debris.  On
Feb. 20, 2006, PGTI sold its NatureScape product line.


PIKE NURSERY: 16 Locations Sold to Armstrong Garden for $5.2 Mil.
-----------------------------------------------------------------
The Honorable Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia gave Pike Nursery Holding LLC
permission to sell 16 store locations to Armstrong Garden Centers
Inc. for $5.2 million, Rachel Tobin Ramos writes for The Atlanta
Journal-Constitution.

The 15 store locations is located in Atlanta Georgia and another
location is in Charlotte, North Carolina, according to the report.

Mike Kunce, chief executive officer of Armstrong Garden promised
to honor Pike gift certificates after the sale's closing and
advised holders to call first before redeeming their certificates,
Journal-Constitution says.

At present, there is $800,000 worth of gift certificates, the
report notes.  Mr. Kunce said he wants the sale to be finalized as
soon as possible so the diminishing inventory at Pike can be
replaced, the report adds.

                  Amended Master Lease Agreement

According to a document fiiled with the Court, Pike Nursery
Holding lLC, assignor; Pike Nurseries Acquisition LLC, lessee;
Armstrong Garden; and the Debtor's lessor, Spirit Master Funding
LLC; entered into an amended master lease agreement dated Feb. 28,
2008.  Under the amended master lease agreement, the effective
date is deemed to be on Feb. 28, 2008, and the agreement will have
an initial term to expire at midnight on March 31, 2021.

Also, the Court order the Debtor to pay at the closing of the sale
(a) compensation for its workers; (b) accrued and unpaid fees and
expenses owed to A&M Securities LLC; (c) $60,000 carve-outs for
legal fees in the debtor-in-possession financing arrangement with
PNC Bank, National Association; to Committee counsel; and $60,000
to the Debtor's counsel; (d) $2,000,000 to PDIP LLC; and (e) past
due U.S. Trustee quarterly fees.

The Court ordered that the remaining proceeds of the sale will be
held in escrow by the Debtor's counsel, for future distribution.

                     Asset Purchase Agreement

At an auction held on Feb. 26, 2008, Armstrong Garden Centers Inc.
appeared and confirmed a bid pursuant to a proposed asset purchase
agreement, subject for finalization.

The Offcial Committee of Unsecured Creditors, PNC Bank, PDIP LLC,
and the Debtor agreed that the offer of Armstrong Garden was the
highest and best offer for the Debtor's assets.

Several parties objected to the sale but weren't able to present
evidence of objection.  However, consenting parties and the Debtor
were able to present testimonies of Armstrong Garden's president,
Mike Kunce and the Debtor's financial advisor, Jim Decker,
managing director at A&M.

Under the asset purchase agreement, during any period between the
closing date of the agreement and the date the Debtor rejects its
executory real property lease for its home office at 4020 Steve
Reynolds Boulevard in Norcross, Georgia, Armstrong Garden will be
permitted to occupy 50% of the space for 90 days and will pay 60%
of the cost.

                   Bidding Procedures Approved

As reported in the Troubled Company Reporter on Feb. 14, 2008,
the Court approved the bidding procedures for the sale of the
Debtor's assets free and clear of liens and claims, subject to
higher and better offers.

Papers filed with the Court did not disclose any "stalking horse"
bidder at that time.

Alvarez & Marsal Securities LLC, the Debtor's exclusive financial
advisors, conducted a public auction on Feb. 26, 2008.

The sale procedure provides a "break-up fee" of up to 3% of the
purchase price.

                      About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and debts
of $31,562,277.


PIKE NURSERY: Wholesale Inventory and Locations Sold to 3 Buyers
----------------------------------------------------------------
The Honorable Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia gave Pike Nursery Holding LLC
authority to sell its wholesale inventory and locations on a
piecemeal basis to three different buyers for a total amount of
$2.7 million.

The Court also approved the sale of two Pike locations to
Armstrong Garden Centers Inc. for $5.2 million, making the total
proceeds from the Pike sale reach $7.9 million, Rachel Tobin Ramos
writes for The Atlanta Journal-Constitution.

A story on the sale to Armstrong Garden is in today's issue of the
Troubled Company Reporter.

Gary Pike intends to use one Pike location for his interior
business, Premier Investments and Consulting Inc.; Geo. Schofield
Co., which bought stone and hardscape inventory, intends to open a
branch at one Pike location; and Skinner Nuerseries Inc., which
bought inventory, intends to assume two of Pike's leased
locations, Journal-Constitution relates.

                      About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and debts
of $31,562,277.


PILOT MOUNTAIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pilot Mountain Homes, Inc.
        P.O. Box 222246
        West Palm Beach, FL 33417

Bankruptcy Case No.: 08-20593

Chapter 11 Petition Date: March 3, 2008

Court: U.S. Bankruptcy Court Northern District of Georgia
       (Gainesville)

Debtors' Counsel: Charles N. Kelley, Jr.
                  (ckelley@cummingskelleybishop.com)
                  Cummings Kelley & Bishop PC
                  311 Green Street
                  Suite 302
                  Gainesville, GA 30501-3373
                  Phone: 770-531-0007
                  Fax: 770-533-9087

Total Assets: $1,800,000.00

Estimated Debts: $1,007,750.35

The Debtor does not have any creditors who are not insiders.


PINNACLE ENT: Posts $19 Mil. Net Loss in Quarter Ended December 31
------------------------------------------------------------------
Pinnacle Entertainment Inc. reported financial results for the
fourth quarter and full year ended Dec. 31, 2007.

For the fourth quarter of 2007, on a Generally Accepted Accounting
Principles basis, the company reported a net loss of
$19.2 million compared to a net loss of $5 million.  The change in
results reflects increased pre-opening and development expenses
related to the company's development activities, the hiring,
training and marketing costs for the Lumiere Place Casino, and
additional depreciation costs associated with that new property
and a full quarter's ownership of The Admiral Riverboat Casino.
Partially offsetting these costs is an increase in capitalized
interest.

For the full year, on a GAAP basis, the net loss for the year
ended Dec. 31, 2007, was $1.4 million compared to net income of
$76.9 million for the same period in the previous year.  The 2006
results included the performance at Boomtown New Orleans, net
proceeds of approximately $44.7 million related to the terminated
merger agreement with Aztar Corporation and pre-tax gains of
$27.2 million from the sale of the California card club
operations.

While the company had a slight net loss in 2007, the company has
substantial operating cash flow due to its depreciation charges,
reflecting the fact that much of its assets were built by the
company in recent years.

On a GAAP basis, cash flow from operations was $145 million and
$207 million for the years ended Dec. 31, 2007, and 2006.  Cash
flow from operations before pre-opening and development
expenses(1) was $205 million and $234 million for the years
ended Dec. 31, 2007 and 2006.

"Our company made significant progress in 2007," Daniel R. Lee,
chairman and chief executive officer of Pinnacle Entertainment,
said.  "Our existing operations performed solidly overall in 2007,
including a record year at L'Auberge and a near-record year at
Belterra. Our New Orleans property stabilized at strong levels of
profitability and we completed and opened Lumiere Place.

"Strategically, we remain focused on reinvesting our shareholders'
cash flow into new casino resorts with compelling and innovative
designs, tying them together into a national network," Mr. Lee
continued.  "We continue to cultivate each of the projects in our
growth pipeline while carefully monitoring the credit markets."

"These development projects often take years of work, including
acquiring the land and obtaining the necessary gaming
licenses," Mr. Lee added.  "In the early years, the cash outlays
are relatively minor compared to the later stages of construction.
The current disruption in the credit markets is quite severe and
the availability of capital is constrained and, where available,
its cost is quite high in comparison to the recent past.  If
interest rates for corporate borrowers such as us do not improve,
it may be in our shareholders' best interests to delay such
projects in our development pipeline until credit markets improve
and the expected returns of such projects again exceed the
anticipated long-term cost of capital."

                              Liquidity

The company had approximately $191 million in cash and cash
equivalents at Dec. 31, 2007.  Of the company's $625 million
revolving credit facility, approximately $161 million is utilized,
including $50 million borrowed in late 2007, $90 million borrowed
in early 2008, and $21.2 million of letters of credit issued.

Funding of Lumiere Place and the L'Auberge du Lac hotel expansion
is substantially completed.  Utilization of the credit facility is
currently restricted to $350 million by the company's indenture
governing its 8.75% senior subordinated notes, which become
callable in 2008.

At Dec. 31, 2007, the company's balance sheet showed total
assets                               
of $2.19 billion, total liabilities of $1.14 billion and total
stockholders' equity of $1.05 billion.

                   About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana, Missouri, Argentina and the
Bahamas.  The company also owns a hotel in Missouri.

                          *     *     *

Pinnacle Entertainment Inc. continues to carry Fitch's 'B' long-
term issuer default rating which was assigned in March 2007.  


PLAINS EXPLORATION: Sells Oil Interests in Permian and Piceance
---------------------------------------------------------------
Plains Exploration & Production Company sold on Feb. 29, 2008, its
50% working interests in oil and gas properties located in the
Permian Basin, West Texas and New Mexico to a subsidiary of
Occidental Petroleum Corporation; and 50% working interests in oil
and gas properties located in the Piceance Basin in Colorado to
Occidental Petroleum.  

After closing adjustments, Plains Exploration received
approximately $1.53 billion in cash.  The Permian and Piceance
assets were sold pursuant to a Purchase and Sale Agreement dated
as of Dec. 14, 2007, and effective as of Jan. 1, 2008, between
subsidiaries of the company and Occidental Petroleum.

               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 it from
CreditWatch.


PMB HYDRA-SCREW: Case Summary & List of 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: PMB Hydra-Screw, Inc.
        400A Airport Road
        Elgin, IL 60123
       
Bankruptcy Case No.: 08-04957

Chapter 11 Petition Date: March 3, 2008

Court: U.S. Bankruptcy Court Northern District of Illinois
       (Chicago)

Debtors' Counsel: Eugene Crane
                  (ecrane@craneheyman.com)
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle Ste 3705
                  Chicago, IL 60603
                  Phone: 312 641-6777
                  Fax: 312 641-7114

Estimated Assets: $0 to $50,000
  
Estimated Debts: $1,000,001 to $10 million

List of Largest Unsecured Creditors:


   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Corey Steel                                           $291,467.73
2800 South 61st Ct.
Cicero, IL 60804

Mechanical Comp. Sales                                 185,000.00
P.O. Box 690
Carol Stream, IL 60132

American Aluminum                                       85,390.72
Extrusion
One Ssaint Lawrence Ave.
Beloit, WI 53511

American Express                                        65,000.00

Baron Drawn Steel Corp.                                 58,475.39

Perkins Products Inc.                                   46,503.17

Webster-Hoff Corp.                                      30,363.71

DuPage Precision Tool                                   21,768.00

Tryton Technologies                                     21,658.51

Midway Grinding, Inc.                                   21,000.00

Quality Tools                                           20,755.01

Frank J. Kolman, Ltd.                                   18,000.00

Chase Brass & Copper Company                            18,000.00

J&L Industrial Supply                                   17,991.83

Life Storage                                            15,261.70

Tool Crib                                               15,224.00

Holsinger Steel & Supply Co.                            11,859.15

Saicor Inc.                                             11,000.00

Kaiser Aluminum & Chemical                              10,000.00

Rathbone Precision Metals                                9,500.00


QUEBECOR WORLD: WEB Printing Backs Printing Suppliers' Objections
-----------------------------------------------------------------
WEB Printing Company, Inc., supports the objection raised by
Packaging Corporation of America; and Abitibi Consolidated Sales
Corp., Abitibi-Consolidated US Funding Corp., and Bowater
America Inc. regarding the reclamation procedures proposed by
Quebecor World Inc. and its debtor-affiliates.

WEB Printing also asks the U.S. Bankruptcy Court for the Southern
District of New York to require the Debtors to:

   (a) provide liquid collateral, in the form of irrevocable
       letters of credit in a amount at least equal to 125% of
       the reclamation claims; and

   (b) preclude the necessity of the Debtors obtaining the
       approval of any DIP Lender, the U.S. Trustee, or the
       Unsecured Creditors Committee to the resolution of any     
       reclamation claim.

As reported in the Troubled Company Reporter on Feb. 25, 2008, in
separate filings Abitibi Consolidated Sales Corp., Abitibi-
Consolidated US Funding Corp., Bowater America Inc. and Bowater
Inc.; Packaging Corporation of America; Catalyst Pulp and Paper
Sales Inc., and Catalyst Paper (USA) Inc.; Rock-Tenn Company;
Midland Paper Company; and Day International Inc., objected to
the Debtors' proposed claims treatment procedures.

The initial objectors demanded the return of supplies worth more
than $30 million.

The Suppliers asserted that the proposed Reclamation Procedures
will effectively deny their right of reclamation stating that
after a 120-day stay has expired, the Suppliers' goods will have
almost certainly been entirely consumed by the Debtors.

The Suppliers believe that they have satisfied the requirements
of Section 546(c), which gives them an absolute right to reclaim
the goods they sold to the Debtors which was received 45 days
before the bankruptcy filing.

These 22 suppliers filed notices of demand for reclamation
from Feb. 5, 2008, to March 2, 2008, to recover goods supplied to
the Debtors with 45 days before the bankruptcy filing:

    Claimant                               Claim Amount
    --------                               ------------
    Forbo Adhesives                        $106,684,453
    Abitibi Consolidated Sales Corp.         15,109,949
    Bowater America Inc.                      7,554,670
    Bowater Inc.                            unspecified
    Catalyst Paper (USA) Inc.                 8,388,821
    NewPage Corporation                       3,553,262
    Midland Paper                             3,070,833
    Packaging Corporation of America          1,454,988
    Day International                         1,225,783
    AEP Industries, Inc.                      1,099,710
    A.T. Clayton & Company                      721,305
    Rock-Tenn Company                           387,380
    MSC Industrial Supply Co.                   327,402  
    ACTEGA Kelstar, Inc.                        325,711        
    Goss International                          293,642
    C&W Pressroom Products                      182,170
    Roosevelt Paper Company                      74,226
    WEB Printing Controls Company, Inc.          50,482
    Holliston LLC                                45,967
    Valley Industrial Rubber Products Co.        25,610
    WESCO                                        19,544  
    Newsweek, Inc.                          unspecified

                       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: Reaches Settlement with Utility Providers
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved five stipulations entered into by Quebecor World Inc. and
its debtor-affiliates and certain utility providers to resolve  
objections to the Utility Motion.

Consolidated Edison Company of New York, Inc., Duke Energy Ohio,
Inc., Duke Energy Carolinas, LLC, New York State Electric and Gas
Corporation, The Commonwealth Edison Company, PECO Energy
Company, Piedmont Natural Gas Company and Virginia Electric and
Power Company, d/b/a Dominion Virginia Power, CenterPoint Energy
Arkansas Gas, CenterPoint Energy Gas Transmission, Inc., and
Merced Irrigation District entered into a letter agreement dated
Feb. 20, 2008, with the Debtors pursuant to which the Debtors
will provide certain adequate assurance of payment for future
utilities services to the Utilities.

The parties agreed that upon delivery of the adequate assurance
by the Debtors pursuant to the Letter Agreement, the Utilities
will be deemed to be adequately assured of payment for future
utility services within the meaning of Section 366 of the
Bankruptcy Code.  The amount of adequate assurance was not
disclosed.

BP Canada Energy Marketing Corp., BP Energy Company, IGI
Resources, Inc., Hess Corporation formerly known as Amerada Hess
Corporation and the Debtors have engaged in negotiations to
resolve their Objections and seek an adjournment of a hearing on
the Objection to continue those efforts.

The parties agreed that the hearing on the Objections is adjourned
to March 20, 2008.

Pending the hearing and resolution or adjudication of the
Objections, BP and Hess will be excluded from the definition of
Utility Provider and none of the parties will be included on the
Utility Service List, and the Debtors, Hess and BP reserve their
rights.

Hess waives any and all objections to (a) the Proposed Adequate
Assurance for Utility Providers proposed in the Motion, provided,
however, Hess's Objection is preserved to the extent that it
seeks adequate assurance in the manner and form that existed pre-
petition, viz. posting of a $1,500,000 letter of credit by the
Debtors with Hess as beneficiary and (b) the Adequate Assurance
Procedures and the procedures for opting out of Adequate
Assurance Procedures.

The Debtors also entered into a letter agreement with Integrys
Energy Services of Canada Corp. and Integrys Energy Services,
Inc.  The parties agreed that the Debtors agree not to assert in
their chapter 11 cases that Integrys is a "utility" within the
meaning and subject to the application of Section 366 of the
Bankruptcy Code.  The Debtors further agree that Integrys is not
subject to the Utility Motion, or any related orders.  Integrys
withdraws with prejudice, and will not seek Bankruptcy Court
consideration of, its Objection.  The parties also agree that
Integrys US is authorized to apply the prepetition deposit in its
possession to the net, outstanding prepetition balances owed to
Integrys US.

The Debtors ask the Court to enter an order (i) determining that
utility providers have been provided with adequate assurance of
payment within the meaning of Section 366 of the Bankruptcy Code;
(ii) approving proposed procedures for granting adequate
assurance payments to certain utility providers; and (iii)
prohibiting utility providers from altering, refusing or
discontinuing services on account of prepetition amounts owed.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
proposed counsel for the Debtors, tells the Court that the
Debtors operate 78 printing facilities in 29 states.  As an
indispensable part of those operations, the Debtors obtain
electric, gas, water, sewer, telephone and other similar utility
services provided by 200 utility companies.  

The Debtors pay utility providers, on average, about $10,000,000
per month for services rendered.  The Debtors, pursuant to an
Energy Sourcing and Management agreement, transfer $3,000,000
every week to Summit Energy Systems, Inc., which then transmits
payment to majority of the Debtors' utility providers.

Mr. Canning avers that uninterrupted utility services are
essential to the Debtors' ongoing operations and, therefore, to
the success of the Debtors' reorganization.

             BP Canada Refused to Supply U.S. Plants

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Craig W. Wolfe, Esq., at Kelley Drye & Warren, LLP, in New York
asserted that the Debtors' request for supply should be denied as
it relates to BP Canada, BPEC and IGI.  He argues that BP Canada,
BPEC and IGI are not "utilities," and are thus not subject to
Section 366 of the Bankruptcy Code.

Mr. Wolfe asserts that BP Canada, BPEC and IGI do not have a
monopoly over the sale of natural gas to the Debtors.  There are
numerous other providers of natural gas that are available to the
Debtors, including the local distribution company, he points out.

For purposes of the Interim Order, BP Canada, BPEC, IGI, BP
Energy Marketing Corp., and National Fuel Resources Inc., will
be excluded from the definition of Utility Provider.

                         More Objections

(1) Consolidated Edison Company, et al.

Consolidated Edison Company of New York, Inc., Duke Energy Ohio,
Inc., Duke Energy Carolinas, LLC, New York State Electric and Gas
Corporation, The Commonwealth Edison Company, PECO Energy
Company, Piedmont Natural Gas Company, and Virginia Electric and
Power Company doing business as Dominion Virginia Power asked the
Court to deny the Debtors' request and award them postpetition
adequate assurance of payment pursuant to Section 366 of the
Bankruptcy Code.

Jil Mazer-Marino, Esq., at Rosen Slome Marder LLP, in Uniondale,
New York, related that Dominion Virginia Power maintained a
letter of credit on the Debtors' prepetition accounts totaling
$331,938.  New York State Electric and Gas maintained security
deposits on the Debtors' prepetition accounts totaling $85,000.

CenterPoint Energy Arkansas Gas requested a two-month deposit of
$9,640, while CenterPoint Energy Gas Transmission seeks a 90-day
deposit of $12,375.

(2) Clearwater Enterprises

Clearwater Enterprises, L.L.C., asked the Court to determine that
the Interim Order does not apply to Clearwater and that the
rights set forth in Section 556 of the Bankruptcy Code are
applicable to Clearwater.

According to Osman Dennis, Esq., at Peter Axelrod & Associates,
P.C., in New York, the Debtors sought to compel Clearwater to
continue to provide natural gas to the Debtors' Stillwater
Oklahoma Facility under a certain Base Contract by deeming
Clearwater as a utility.

(3) Merced Irrigation District

Merced Irrigation District proposed two alternative methods of
providing adequate assurances.

The first method is for the Debtors to post a two-month deposit
of $1,006,098.  The second method requires the Debtors to provide
Merced a two-week deposit of $232,176, involves changing the
billing cycle from monthly to weekly, requires the Debtors to pay
weekly invoice timely, among others.

(4) Franklin Electric, et al.

Franklin Electric Plant Board; Cumberland Electric Membership
Corporation; Memphis Light, Gas & Water Division of the City of
Memphis, Tennessee; Covington Electric System; City of Covington;
Nashville Electric Service; Trenton Light & Water Department of
the City of Trenton, Tennessee; Dyersburg Electric System; City
of Dyersburg, Tennessee; Dickson Electric System; Alcorn County
Electric Power Association; Clarksville Department of
Electricity; and Northcentral Electric Power Association asked the
Court to require the Debtors to post a security deposit within 30
days of the Petition Date satisfactory to Franklin Electric, et
al., in an amount not less than 250% of the highest month's usage
for each of the Municipal and Cooperative Utilities during the
12-month period preceding the Petition Date, as adjusted by an
additional proportionate increase associated with the anticipated
increases in the cost of supplying electricity and natural gas,
among others.

The Debtors' highest monthly utility consumption during the 12
months preceding the Petition Date total $2,407,533.

Franklin Electric, et al., also asserted $2,083,485 prepetition
claims against the Debtors.

                      Stipulation With SCANA

In a Court-approved stipulation, the Debtors and SCANA Energy
Marketing have agreed that (a) the Debtors will not assert that
SCANA is a "utility" within the meaning and subject to the
application of Section 366 of the Bankruptcy Code; and (b) the
Debtors agree that SCANA is not subject to the Utility Motion and
orders related to it, and SCANA will not be listed on the schedule
of utilities attached to the Final Order.

                        Court's Final Order

Judge James Peck issued a final order determining adequate
assurance of payment for future utility services.  The Court
ordered that utilities identified by the Debtors are forbidden to
discontinue, alter or refuse service on account of any unpaid
prepetition charges, or require additional adequate assurance of
payment other than the Debtors' adequate assurance.

A copy of the Utility Service List is available for free at:
http://bankrupt.com/misc/Quebecor_FinalUtilityServiceList.pdf

                       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 Banc of America Aircraft Lease Rejected
-------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
reject an aircraft lease agreement with Banc of America Leasing
and Capital, LLC.  

The Debtors further ask the Court to lift the automatic stay so
that Banc of America can exercise its rights to the Aircraft
Lease Agreement, which includes one Bombardier CL-601-3A
aircraft, two General Electric CF34-3A engines and certain
appliances, parts, instruments, appurtenances, accessories,
furnishings, seats and other equipment incorporated to the
aircraft.  The Aircraft Lease expired on January 18, 2008.

The Debtors want to reject the Aircraft Lease effective as of the
Petition Date out of an abundance of caution, and to confirm that
their bankruptcy estates do not retain any equitable interest in
the aircraft or the Aircraft Lease.  In addition, the Debtors
request clarification that Banc of America's exercise of remedies
under the Aircraft Lease and actions to take possession of the
aircraft will not be construed as a violation of the automatic
stay under Section 362 of the Bankruptcy Code.

As of Jan. 7, 2008, the Debtors owe $12,218,351 under the Lease.

According to Michael Canning, Esq., at Arnold & Porter LLP, in
New York, the aircraft is not operational and is hangered in
Montreal, Canada.  The Debtors are also continuing to incur costs
associated with its storage and insurance.

The Debtors have determined that the fair market value of the
aircraft is significantly less than the $12,218,351 payment
amount.  Based on an Aircraft Appraisal Report prepared by
Aeronautical Systems, Joseph T. Zulueta, ASA, dated Jan. 28,
2008, the fair market value of the aircraft is at an estimated
$9,633,000.  

Mr. Canning relates that Banc of America desires to retake
possession of the aircraft as soon as possible, and has agreed to
waive any and all postpetition claims, as well as any rejection
damages arising from the Debtors' rejection of the Aircraft
Lease.  Accordingly, the Debtors have entered into discussions
with Banc of America regarding the Aircraft Lease rejection
and relief from the automatic stay.

                       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: Flint Group, et al., Balk at $1 Bil. DIP Facility
-----------------------------------------------------------------
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,
object to the request of Quebecor World Inc. and its debtor-
affiliates to obtain $1,000,000,000 of DIP financing.

As reported in the Troubled Company Reporter on Feb. 6, 2008,
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorized the Debtors, in the interim, to
enter into a $1,000,000,000 DIP facility with Credit Suisse
Securities (USA), LLC, and Morgan Stanley Senior Funding Inc.

The Honorable Justice Robert Mongeon at the Superior Court of
Justice (Commercial Division), for the Province of Quebec, who
oversees the Debtors' insolvency proceedings under the
Canadian Creditors' Companies Arrangement Act, also authorizes
the Canadian Applicants to enter into the $1,000,000,000 DIP
Facility.

(1) Flint Group

Flint Group notes that the DIP Motion purports to grant the DIP
Collateral Agent and the DIP Lenders first priority and junior
liens on virtually all of the Debtors' property, including
inventory.

Flint Group relates that, pursuant to an ink supply agreement, it
has delivered ink worth about $5,400,000 and equipment to the
Debtors as of the Petition Date.  Ira A. Reid, Esq., at Baker &
McKenzie LLP, in New York, says those goods are "bailed" goods.  

Mr. Reid relates that Flint Group has asked the Debtors to
confirm that the DIP Motion do not purport to grant the
Collateral Agent, the DIP Lenders, or any third parties any
rights in any of Flint Group's Bailed Goods located at facilities
owned by the Debtors or any of their affiliates.  However, as of
February 28, 2008, the Debtors have not responded to Flint
Group's request.

Flint Group, accordingly, asks the Court to modify any proposed
order on the DIP Motion to provide that the DIP Order does not
grant the Collateral Agent, the DIP Lenders, or any third parties
any rights in any of Flint Group's Bailed Goods or Equipment.

Mr. Reid asserts that Flint Group's Bailed Goods and Equipment
are not property of the estate, therefore the Debtors cannot
grant a security interest in them.

(2) Abitibi/Bowater

Abitibi/Bowater, the Debtors' largest supplier of paper, objects
to the DIP Motion to the extent that the Collateral Agent and the
DIP Lenders have the right to eliminate, prime or otherwise
impair Abitibi/Bowater's set-off and reclamation rights.

Abitibi/Bowater seeks clarification that (i) its prepetition
setoff and reclamation rights -- regardless of whether those
rights have been exercised as of February 28, 2008 -- constitute
valid, perfected and unavoidable liens in existence immediately
before the Petition Date, or (ii) its set-off and reclamation
rights are otherwise preserved in the DIP Motion so that the
liens granted to the DIP Lenders do not eliminate, prime or
otherwise impair the setoff and reclamation rights.

Abitibi/Bowater relates that it may own certain potential rebates
to the Debtors in connection with sales of paper.   
Abitibi/Bowater believes that to the extent it owes Potential
Rebates to the Debtors, it has setoff and recoupment rights
against any monies owed by the Debtors.

Abitibi/Bowater adds that it has submitted a reclamation demand
to the Debtors demanding reclamation of all paper the Debtors
received from Abitibi/Bowater within 45 days before the Petition
Date.

Packaging Corporation of America, which has sent a reclamation
demand to the Debtors, joins Abitibi/Bowater's objections.

(3) Corporate Property

Corporate Property and Debtor Quebecor Printing Atlanta, Inc.,
are parties to a lease agreement related to the Debtor's facility
in DeKalb County, Georgia.

Corporate Property seeks modification of the DIP Credit Agreement
to provide that:

   (a) Quebecor Atlanta's liability under the DIP Facility is
       limited to its pro rata benefit from the DIP Facility or
       Quebecor Atlanta be provided a superpriority claim
       together with a first priority lien against each other
       Debtor to the extent of any claim for indemnification or
       contribution based on the other Debtor receiving the
       benefits from the DIP Facility;

   (b) any lien rights granted to the DIP Lenders are subject to
       any restrictions in applicable leases including the
       Corporate Property Lease; and

   (c) any proposed disposition of the Debtors' interest in the
       Corporate Property Lease will be subject to the
       requirements of Section 365 of the Bankruptcy Code and the
       terms of the Lease.

Corporate Property asserts that should Quebecor Atlanta's
guaranty obligations be called on, it will not be able to pay
postpetition rent pursuant to the Lease.

Corporate Property also objects to the DIP Motion because it does
not contain sufficient disclosure concerning Quebecor World
Finance Inc., from which entity the Debtors seek authorization to
purchase the Receivables Portfolio for approximately
$416,800,000.  The DIP Motion, Corporate Property notes, fails to
disclose QWF's relationship, if any, to the Debtors.  The DIP
Motion also fails to provide sufficient justification for the
large expenditure.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market         
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


R&B CONSTRUCTION: Sec. 341(a) Creditors' Meeting Set for Mar. 14
----------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
R&B Construction Inc.'s creditors at 10:00 a.m., on Mar. 14, 2008,
at the Russell Federal Building, Plaza P78A, 75 Spring Street, SW,
in Atlanta Georgia.

This is the first meeting of creditors 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.

                        About R&F Construction

Based in Jonesboro, Georgia, R&B Construction Inc. is a
homebuilder in Metro Atlanta, Alabama, and North West Florida.  
The Debtor and a debtor-affiliate, Joy Built Homes Inc.,  filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga. Lead
Case No. 08-62023).  James L. Paul, Esq., at Chamberlain,
Hrdlicka, White, Williams & Martin, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and
debts between $100 million and $500 million.  


RASC SERIES: Class B Certs. Acquire S&P's Junk Rating
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of home equity mortgage asset-backed pass-through
certificates from RASC Series 2004-KS10 Trust.  In addition, S&P
affirmed its ratings on the remaining six classes from this
transaction.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction in combination with projected credit
support percentages--based on the amount of loans in the
delinquency pipeline-that are insufficient to maintain the
ratings at their previous levels.  Based on the current collateral
performance of this transaction, S&P projects future credit
enhancement to be significantly lower than the original credit
support for the previous ratings.  As of the Feb. 25, 2008,
distribution date, the failure of excess interest to cover monthly
losses depleted overcollateralization (O/C) to $3.761 million, a
deficiency of $1.238 million, or 25% below its O/C target.  As of
the February 2008 remittance period, cumulative losses for this
transaction were 2.19% of the original pool balance.  Total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) were 32.62% and 21.58% of the current pool
balance, respectively.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at the
current levels.  As of the February 2008 remittance report, credit
support for these classes ranged from 12.66% to 84.11% of the
current pool balance.  In comparison, the ratio of current credit
enhancement to original enhancement ranged from 1.12x to 3.62x.     

A combination of subordination, excess interest, and O/C provide
credit enhancement for this transaction.  The collateral
supporting this series consists of a subprime pool of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                       Ratings Lowered

                 RASC Series 2004-KS10 Trust
    Home equity mortgage asset-backed pass-through certificates

                                 Rating
                                 ------
                Class       To            From
                -----       --            ----
                M-4         BBB-          A-
                M-5         BB            BBB+
                M-6         B             BBB
                B           CCC           BB+

                       Ratings Affirmed

                 RASC Series 2004-KS10 Trust
    Home equity mortgage asset-backed pass-through certificates

                  Class              Rating
                  -----              ------
                  A-I-3, A-II-1      AAA
                  A-II-2             AAA
                  M-1                AA+
                  M-2                A+
                  M-3                A


RED MILE: Simon Price Takes Over as President Effective March 1
---------------------------------------------------------------
Effective February 29, 2008, Glenn Wong resigned as president and
chief operating officer of Red Mile, and effective March 1, 2008,
Ben Zadik resigned as chief financial officer and secretary of Red
Mile.

Mr. Zadik will remain with the company as a non-executive
consultant for at least the next 60 days.

Mr. Wong was replaced by Simon Price as president, effective
March 1, 2008.  Mr. Price previously served as a strategic
consultant to Red Mile, a position he has held since the company's
formation in 2004.

Mr. Price holds a Bachelor of Engineering degree from the
University of Newcastle upon Tyne, United Kingdom, and a Master of
Science degree from Imperial College, University of London, United
Kingdom.

Effective March 1, 2008, James McCubbin and Richard Auchinleck
resigned as members of the board of directors of Red Mile
Entertainment Inc.  Mr. McCubbin also resigned as chairman of Red
Mile's audit committee.  Mr. McCubbin will continue to support Red
Mile in a consultative capacity for two months.

No information was provided by the company as to the reasons for
the resignation of Mr. Wong as president and chief operating
officer, or the resignations of Mr. McCubbin and Mr. Auchinleck
from the company's board of directors.

                          About Red Mile

Headquartered in Sausalito, California, Red Mile Entertainment
Inc. (OTC BB: RDML.OB) -- http://www.redmileentertainment.com/--     
is a worldwide developer and publisher of interactive
entertainment software.  Red Mile creates, incubates, and licenses
premier intellectual properties and develops products for console
video-game systems, personal computers, and other interactive
entertainment platforms.

                          *     *     *

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about Red Mile Entertainment Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses, negative
cash flows from operations, and accumulated deficit.  


RELIANT ENERGY: S&P Upgrades Rating on Debt Facilities to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Reliant
Energy's secured debt facilities to 'BB-' from 'B'.  The recovery
ratings on these facilities was raised to '1' from '3', indicating
expectation for very high (90%-100%) recovery of principal in the
event of a payment default.  These facilities consist of
$750 million senior secured notes (Reliant purchased and retired
$83 million in 2007, leaving a balance of $667 million),
$500 million senior secured revolver, and $250 million synthetic
letter of credit facility.  The revised ratings follow a review of
the recovery ratings on Reliant's secured debt and do not reflect
any change in the 'B' corporate credit rating on Reliant, which
remains unchanged.
     
"The revised ratings follow a review of the recovery ratings on
Reliant's secured debt and do not reflect a review of, or any
change in, the 'B' corporate credit rating on Reliant, which
remains unchanged," said Standard & Poor's credit analyst Swami
Venkataraman.  "Even under conservative assumptions, there remains
enough residual value after meeting various debt and lease
obligations at Reliant's subsidiaries for Reliant Corp.-secured
lenders to receive full recovery of principal, thus resulting in
higher ratings."
     
The refinancing of secured debt with unsecured debt in 2007,
reduction in the size of secured revolver at Reliant, and paydown
of the senior secured notes all contributed to higher recovery on
the secured debt.
     
S&P valued Reliant's retail and wholesale businesses separately
using both the discounted cash flow and the comparative EBITDA
multiple methods.  The DCF method, under conservative assumptions,
led to a valuation of $2.1 billion and $1.7 billion for the retail
and wholesale business, respectively.
    
For the EBITDA multiple valuation, a multiple of 8x the default
year EBITDA was applied to the retail business and the standard
industrial multiple of 6x for the wholesale business.  This
approach provided valuations of $1.9 billion for the retail
business and $1.4 billion for the wholesale operation.


RENAISSANCE HOME: S&P Rating on Class B Tumbles to 'D' From 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of home equity loan asset-backed certificates from
Renaissance Home Equity Loan Trust 2002-2.  In addition, S&P
affirmed its 'AAA' rating on class A from this transaction.
     
The lowered ratings reflect the deterioration of available credit
support for this transaction in combination with projected credit
support percentages--based on the amount of loans in the
delinquency pipeline--that are insufficient to maintain the
ratings at their previous levels.  The failure of excess interest
to cover monthly losses has resulted in the complete erosion of
overcollateralization (O/C) for this transaction.  This O/C
deficiency caused a principal write-down of class B as of the
January 2008 remittance period, which prompted us to downgrade the
class to 'D'.  As of the Feb. 25, 2008, remittance date,
cumulative losses for this transaction were 2.87% of the original
pool balance.  Total delinquencies and severe delinquencies (90-
plus days, foreclosures, and REOs) were 38.51% and 27.76% of the
current pool balance, respectively.
     
The affirmation of class A reflects current and projected credit
support percentages that are sufficient to maintain the rating at
its current level.  Credit support for this class was 101.98% of
the current pool balance.  In comparison, current credit
enhancement was 4.30x the original enhancement.
     
A combination of subordination, excess interest, and O/C (prior to
its complete erosion) provide credit enhancement for this
transaction.  The collateral supporting this series consists of a
pool of subprime fixed- and adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.

                        Ratings Lowered

           Renaissance Home Equity Loan Trust 2002-2
          Home equity loan asset-backed certificates

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

                       Rating Affirmed

           Renaissance Home Equity Loan Trust 2002-2
          Home equity loan asset-backed certificates

                  Class              Rating
                  A                  AAA            


RITCHIE (IRELAND): Court Refuses to Review Case Against Coventry
----------------------------------------------------------------
The Hon. Denise Cote of the U.S. Bankruptcy Court for the Southern
District of New York rejected a request of Ritchie Risk-Linked
Strategies Trading (Ireland), Ltd. and Ritchie Risk-Linked
Strategies Trading (Ireland) II, Ltd. to reconsider a dismissal of
claims of breach of fiduciary duty, fraud, and RICO violations
filed against Coventry First LLC, in a Feb. 29 hearing.  The judge
granted Coventry First's request to dismiss these claims filed by
the Debtors on the same day.  

As a result, all of Ritchie's claims against Coventry have been
dismissed by the Court.  The only remaining issue to be resolved
is a breach of contract claim.

                    The Ritchie I Complaint

The Debtors also disclose that on May 2, 2007, a complaint was
filed in the U.S. District Court for the Southern District of
New York alleging that the Debtors and their investors were
defrauded by certain companies and individuals affiliated with
the Coventry-affiliated group of companies.

In the complaint titled "Ritchie Capital Management, L.L.C., et
al. v. Coventry First, LLC, et al." (No. 07-3494 U.S. D. Ct.
S.D.N.Y.), the plaintiffs allege that Coventry partnered with
them to invest in life insurance policies with a view toward re-
selling them through a securitization transaction.  The
complaint further alleges that Coventry concealed from Ritchie
Capital that the defendants were systematically defrauding the
owners of the policies, and then further deceived Ritchie
Capital as to the existence of an investigation by the Attorney
General of New York into the defendants' misconduct.

The complaint also argued that Moody's lost confidence in the
health of the collateral -- i.e., the policies -- because it no
longer believed that representations and warranties could be
made by Ritchie I and Ritchie II to potential investors in the
securitization of the nature and character provided to, and
relied upon by, Ritchie I and Ritchie II in the purchase of the
policies.

Moody's, according to the complaint, no longer believed that the
policies had been purchased in compliance with applicable legal
requirements.

Ritchie Capital sought damages of $700 million against Coventry
First.  Under the Federal RICO Act, these damages would be three
times the actual damages established at the trial and potentially
amount to more than $2 billion.

                        About Coventry

Headquartered in Philadelphia, Pennsylvania, Coventry First LLC
-- http://www.coventry.com/-- is a secondary market leader for
life settlements.

                    About Ritchie (Ireland)

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan of liquidation expires on April 15, 2008.


RUSSELL SMITH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Russell Smith
        aka Cole Smith
        1049 WestConway Drive NW
        Atlanta, GA 30327-3639

Bankruptcy Case No.: 08-63990

Chapter 11 Petition Date: March 3, 2008

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  300 Galleria Parkway NW
                  Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  edanowitz@danowitzlegal.com

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

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

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


RYAN'S RIDGE: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ryan's Ridge Ltd.
        Attn: Samson Invest Co. of Nevada,
        General Partnership
        4505 Las Virgenes Road, Ste. 210
        Calabases, CA 91302

Bankruptcy Case No.: 08-10419

Chapter 11 Petition Date: March 3, 2008

Court: Western District of Texas (Austin)

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  Building 3, Suite 200
                  4601 Spicewood Springs Road
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444
                  welpon@austin.rr.com

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

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

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
BSI Development LLC              services rendered $26,000
Attn: Jeffrey Boysen             regarding
440 Western Avenue, Ste 202     property
Glendale, CA 91201               entitlements

Freeman & Corbett LLP            legal services    $5,992
Attn: Ronald J. Freeman          rendered
8500 Bluffstone Cove, Ste B-104
Austin, TX 78759

Lodgen Lacher Golditch Sardi     accounting        $4,145
Howard LLP                       services
16530 Ventura Boulevard, Ste 305
Encino, CA 91436

Parke Patterson                  services rendered $4,000
                                 regarding
                                 property
                                 entitlements


SALOMON BROTHERS: S&P Junks Rating on Class B-2 Certs. From 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of certificates from Salomon Brothers Mortgage Securities
VII Inc.'s series 1997-LB6 and 1998-AQ1.  In addition, S&P
affirmed its ratings on the remaining eight classes from these two
transactions.
     
The lowered ratings reflect the deterioration of available credit
support for these transactions in combination with projected
credit support percentages--based on the amount of loans in the
delinquency pipeline-that are insufficient to maintain the
ratings at their previous levels.  Based on the current collateral
performance of these transactions, S&P projects future credit
enhancement to be significantly lower than the original credit
support for the previous ratings.  The failure of credit support
to cover monthly losses over time caused a principal write-down
for class B-4 (series 1997-LB6) in May of 2002 and a principal
write-down for class B-3 (series 1998-AQ1) in January of 2004.  As
of the Feb. 25, 2008, distribution period, cumulative losses for
series 1997-LB6 were 3.16% of the original pool balance.  Total
delinquencies were 13.58% of the current pool balance, while
severe delinquencies (90-plus days, foreclosures, and REOs) were
10.69% of the current pool balance.  Cumulative losses for series
1998-AQ1 were 3.87% of the original pool balance.  Total and
severe delinquencies were 14.82% and 5.99% of the current pool
balance, respectively.  
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at the
current levels.  Credit support for these classes were 22.45%
(series 1997-LB6) and 90.63% (series 1998-AQ1) of the current pool
balances.  In comparison, the ratio of current credit enhancements
to original enhancements were 3.90x (series 1997-LB6) and 7.25x
(series 1998-AQ1).
     
Subordination provides credit enhancement for both transactions.   
The collateral supporting these series consists of subprime pools
of fixed-mortgage loans secured by first liens on one- to four-
family residential properties.

                        Ratings Lowered

           Salomon Brothers Mortgage Securities VII Inc.

                                          Rating
                                          ------
             Series       Class       To            From
             ------       -----       --            ----
             1997-LB6     B-3         B             BBB
             1998-AQ1     B-2         CCC           BB

                       Ratings Affirmed

           Salomon Brothers Mortgage Securities VII Inc.

               Series     Class              Rating
               ------     -----              ------
               1997-LB6   A-5, A-6           AAA
               1997-LB6   B-1, B-2           AAA
               1998-AQ1   A-5, A-6, A-7      AAA
               1998-AQ1   B-1                AA


SASCO: Fitch Chips Ratings on $3.5 Billion Certificates
-------------------------------------------------------
Fitch Ratings has taken rating actions on six SASCO mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $874.9 million and downgrades total
$3.5 billion.  Additionally, $1.14 billion remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

SASCO 2007-WF1
  -- $166.5 million class A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 30.99, LCR: 1.21);

  -- $129.3 million class A2 affirmed at 'AAA',
     (BL: 67.07, LCR: 2.61);

  -- $28.8 million class A3 affirmed at 'AAA',
     (BL: 58.55, LCR: 2.28);

  -- $68.5 million class A4 downgraded to 'A' from 'AAA'
     (BL: 38.33, LCR: 1.49);

  -- $27.5 million class A5 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 30.85, LCR: 1.20);

  -- $166.5 million class A6 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 30.99, LCR: 1.21);

  -- $31.4 million class M1 downgraded to 'B' from 'AA'
     (BL: 26.42, LCR: 1.03);

  -- $19.9 million class M2 downgraded to 'CCC' from 'AA-'
     (BL: 23.54, LCR: 0.92);

  -- $13.6 million class M3 downgraded to 'CCC' from 'A+'
     (BL: 21.50, LCR: 0.84);

  -- $13.1 million class M4 downgraded to 'CCC' from 'A'
     (BL: 19.46, LCR: 0.76);

  -- $12.7 million class M5 downgraded to 'CC' from 'BBB+'
     (BL: 17.40, LCR: 0.68);

  -- $9.3 million class M6 downgraded to 'CC' from 'BBB'
     (BL: 15.80, LCR: 0.62);

  -- $8.9 million class M7 downgraded to 'CC' from 'BBB-'
     (BL: 14.14, LCR: 0.55);

  -- $8.5 million class M8 downgraded to 'C' from 'BB'
     (BL: 12.63, LCR: 0.49);

  -- $6.4 million class M9 downgraded to 'C' from 'B'
     (BL: 11.49, LCR: 0.45);

  -- $5.9 million class B1 downgraded to 'C' from 'B'
     (BL: 10.42, LCR: 0.41);

  -- $5.1 million class B2 downgraded to 'C' from 'B'
     (BL: 9.50, LCR: 0.37);

Deal Summary
  -- Originators: Wells Fargo (100%);
  -- 60+ day Delinquency: 13.69%;
  -- Realized Losses to date (% of Original Balance): 0.10%;
  -- Expected Remaining Losses (% of Current balance): 25.66%;
  -- Cumulative Expected Losses (% of Original Balance): 22.58%;

SASCO 2007-BC1
  -- $195.4 million class A1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.27, LCR: 1.73);

  -- $193.8 million class A2 affirmed at 'AAA',
     (BL: 70.69, LCR: 2.96);

  -- $46.5 million class A3 affirmed at 'AAA',
     (BL: 62.10, LCR: 2.60);

  -- $91.9 million class A4 downgraded to 'AA' from 'AAA'
     (BL: 45.38, LCR: 1.90);

  -- $24.4 million class A5 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 41.25, LCR: 1.73);

  -- $195.4 million class A6 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.27, LCR: 1.73);

  -- $101.7 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 31.45, LCR: 1.32);

  -- $48.4 million class M2 downgraded to 'B' from 'AA'
     (BL: 26.70, LCR: 1.12);

  -- $19.4 million class M3 downgraded to 'B' from 'AA-'
     (BL: 24.77, LCR: 1.04);

  -- $21.2 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 22.63, LCR: 0.95);

  -- $14.5 million class M5 downgraded to 'CCC' from 'A'
     (BL: 21.09, LCR: 0.88);

  -- $13.9 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 19.54, LCR: 0.82);

  -- $13.3 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 17.92, LCR: 0.75);

  -- $9.7 million class M8 downgraded to 'CC' from 'BBB+'
     (BL: 16.62, LCR: 0.70);

  -- $11.5 million class M9 downgraded to 'CC' from 'BBB'
     (BL: 14.98, LCR: 0.63);

  -- $14.5 million class B1 downgraded to 'CC' from 'BB+'
     (BL: 13.05, LCR: 0.55);

  -- $13.9 million class B2 downgraded to 'C' from 'BB'
     (BL: 11.52, LCR: 0.48);

Deal Summary
  -- Originators: BNC (83%), Option One (10%);
  -- 60+ day Delinquency: 14.94%;
  -- Realized Losses to date (% of Original Balance): 0.28%;
  -- Expected Remaining Losses (% of Current balance): 23.88%;
  -- Cumulative Expected Losses (% of Original Balance): 20.99%;

SASCO 2007-BC2
  -- $206.4 million class A1 downgraded to 'A' from 'AA', remains
     on Rating Watch Negative (BL: 35.28, LCR: 1.34);

  -- $127.3 million class A2 affirmed at 'AAA',
     (BL: 68.57, LCR: 2.61);

  -- $26.8 million class A3 affirmed at 'AAA',
     (BL: 60.36, LCR: 2.29);

  -- $62.5 million class A4 downgraded to 'AA' from 'AAA', remains
     on Rating Watch Negative (BL: 41.54, LCR: 1.58);

  -- $24.3 million class A5 downgraded to 'A' from 'AA', remains
     on Rating Watch Negative (BL: 34.98, LCR: 1.33);

  -- $25.0 million class M1 downgraded to 'B' from 'A+'
     (BL: 30.44, LCR: 1.16);

  -- $24.7 million class M2 downgraded to 'B' from 'A-'
     (BL: 25.81, LCR: 0.98);

  -- $8.0 million class M3 downgraded to 'CCC' from 'BBB+'
     (BL: 24.22, LCR: 0.92);

  -- $9.3 million class M4 downgraded to 'CCC' from 'BBB'
     (BL: 22.37, LCR: 0.85);

  -- $8.3 million class M5 downgraded to 'CCC' from 'BBB-'
     (BL: 20.66, LCR: 0.79);

  -- $6.1 million class M6 downgraded to 'CC' from 'BB'
     (BL: 19.32, LCR: 0.73);

  -- $6.7 million class M7 downgraded to 'CC' from 'BB'
     (BL: 17.64, LCR: 0.67);

  -- $5.5 million class M8 downgraded to 'CC' from 'B'
     (BL: 16.20, LCR: 0.62);

  -- $6.4 million class M9 downgraded to 'CC' from 'B'
     (BL: 14.59, LCR: 0.55);

  -- $7.7 million class B1 downgraded to 'C' from 'CCC'
     (BL: 12.78, LCR: 0.49);

  -- $6.1 million class B2 downgraded to 'C' from 'CCC'
     (BL: 11.54, LCR: 0.44);

Deal Summary
  -- Originators: Equifirst (80%), ALS (10%);
  -- 60+ day Delinquency: 15.25%;
  -- Realized Losses to date (% of Original Balance): 0.19%;
  -- Expected Remaining Losses (% of Current balance): 26.32%;
  -- Cumulative Expected Losses (% of Original Balance): 23.56%;

SASCO 2007-BC3
  -- $176.3 million class 1-A1 affirmed at 'AAA', (BL: 66.78, LCR:
2.25);
  -- $35.9 million class 1-A2 rated 'AAA', placed on Rating Watch
     Negative (BL: 58.64, LCR: 1.98);

  -- $76.8 million class 1-A3 downgraded to 'A' from 'AAA'
     (BL: 41.22, LCR: 1.39);

  -- $29.1 million class 1-A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 35.03, LCR: 1.18);

  -- $146.1 million class 2-A1 affirmed at 'AAA',
     (BL: 66.88, LCR: 2.26);

  -- $30.0 million class 2-A2 rated 'AAA', placed on Rating Watch
     Negative (BL: 58.74, LCR: 1.98);

  -- $64.3 million class 2-A3 downgraded to 'A' from 'AAA'
     (BL: 41.27, LCR: 1.39);

  -- $24.5 million class 2-A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 35.03, LCR: 1.18);

  -- $22.0 million class 1-M1 downgraded to 'B' from 'AA-'           
     (BL: 29.62, LCR: 1.00);

  -- $18.4 million class 2-M1 downgraded to 'B' from 'AA-'
     (BL: 29.62, LCR: 1.00);

  -- $14.3 million class 1-M2 downgraded to 'CCC' from 'A+'
     (BL: 26.00, LCR: 0.88);

  -- $12.0 million class 2-M2 downgraded to 'CCC' from 'A+'
     (BL: 26.00, LCR: 0.88);

  -- $8.1 million class 1-M3 downgraded to 'CCC' from 'A'
     (BL: 23.91, LCR: 0.81);

  -- $6.8 million class 2-M3 downgraded to 'CCC' from 'A'
     (BL: 23.91, LCR: 0.81);

  -- $7.6 million class 1-M4 downgraded to 'CC' from 'A-'
     (BL: 21.85, LCR: 0.74);

  -- $6.4 million class 2-M4 downgraded to 'CC' from 'A-'
     (BL: 21.85, LCR: 0.74);

  -- $7.4 million class 1-M5 downgraded to 'CC' from 'BBB'
     (BL: 19.79, LCR: 0.67);

  -- $6.2 million class 2-M5 downgraded to 'CC' from 'BBB'
     (BL: 19.80, LCR: 0.67);

  -- $7.0 million class M6 downgraded to 'CC' from 'BBB'
     (BL: 18.66, LCR: 0.63);

  -- $9.5 million class M7 downgraded to 'CC' from 'BB'
     (BL: 17.00, LCR: 0.57);

  -- $6.6 million class M8 downgraded to 'CC' from 'BB'
     (BL: 15.76, LCR: 0.53);

  -- $9.5 million class M9 downgraded to 'C' from 'B'
     (BL: 13.95, LCR: 0.47);

  -- $11.5 million class B1 downgraded to 'C' from 'CCC'
     (BL: 11.81, LCR: 0.40);

  -- $8.6 million class B2 downgraded to 'C' from 'CCC'
     (BL: 10.51, LCR: 0.35);

Deal Summary
  -- Originators: BNC (60%), People's Choice (17%);
  -- 60+ day Delinquency: 11.24%;
  -- Realized Losses to date (% of Original Balance): 0.04%;
  -- Expected Remaining Losses (% of Current balance): 29.62%;
  -- Cumulative Expected Losses (% of Original Balance): 27.38%;

SASCO 2007-MLN1
  -- $284.7 million class A1 downgraded to 'BBB' from 'AA',
     remains on Rating Watch Negative (BL: 37.87, LCR: 1.03);

  -- $172.0 million class A2 rated 'AAA', remains on Rating Watch
     Negative (BL: 68.32, LCR: 1.86);

  -- $42.8 million class A3 downgraded to 'AA' from 'AAA'
     (BL: 58.82, LCR: 1.60);

  -- $69.0 million class A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 43.46, LCR: 1.18);

  -- $30.1 million class A5 downgraded to 'BBB' from 'AA', remains
     on Rating Watch Negative (BL: 37.58, LCR: 1.02);

  -- $40.1 million class M1 downgraded to 'CCC' from 'A+'
     (BL: 32.43, LCR: 0.88);

  -- $37.8 million class M2 downgraded to 'CCC' from 'A-'
     (BL: 27.40, LCR: 0.75);

  -- $12.8 million class M3 downgraded to 'CC' from 'BBB+'
     (BL: 25.64, LCR: 0.70);

  -- $18.2 million class M4 downgraded to 'CC' from 'BBB'
     (BL: 23.10, LCR: 0.63);

  -- $13.7 million class M5 downgraded to 'CC' from 'BBB-'
     (BL: 21.07, LCR: 0.57);

  -- $8.2 million class M6 downgraded to 'CC' from 'BB'
     (BL: 19.78, LCR: 0.54);

  -- $9.1 million class M7 downgraded to 'CC' from 'BB'
     (BL: 18.25, LCR: 0.50);

  -- $7.7 million class M8 downgraded to 'C' from 'B'
     (BL: 17.03, LCR: 0.46);

  -- $11.4 million class M9 downgraded to 'C' from 'B'
     (BL: 15.31, LCR: 0.42);

  -- $13.2 million class B1 downgraded to 'C' from 'CCC'
     (BL: 12.88, LCR: 0.35);

  -- $3.8 million class B2 downgraded to 'B' from 'BB', placed on
     Rating Watch Negative (BL: 33.50, LCR: 0.91);

Deal Summary
  -- Originators: Mortgage Lenders Network (100%);
  -- 60+ day Delinquency: 27.64%;
  -- Realized Losses to date (% of Original Balance): 0.16%;
  -- Expected Remaining Losses (% of Current balance): 36.68%;
  -- Cumulative Expected Losses (% of Original Balance): 32.47%;

SASCO 2007-OSI
  -- $267.8 million class A1 downgraded to 'B' from 'AAA'
     (BL: 42.47, LCR: 1.02);

  -- $172.3 million class A2 downgraded to 'AA' from 'AAA'
     (BL: 69.69, LCR: 1.68);

  -- $35.5 million class A3 downgraded to 'A' from 'AAA'
     (BL: 61.70, LCR: 1.49);

  -- $60.2 million class A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 47.72, LCR: 1.15);

  -- $24.4 million class A5 downgraded to 'B' from 'AAA'
     (BL: 42.48, LCR: 1.03);

  -- $44.9 million class M1 downgraded to 'CCC' from 'A'
     (BL: 36.55, LCR: 0.88);

  -- $40.2 million class M2 downgraded to 'CCC' from 'BBB'
     (BL: 31.10, LCR: 0.75);

  -- $12.3 million class M3 downgraded to 'CC' from 'BBB'
     (BL: 29.38, LCR: 0.71);

  -- $15.2 million class M4 downgraded to 'CC' from 'BBB-'
     (BL: 27.20, LCR: 0.66);

  -- $13.5 million class M5 downgraded to 'CC' from 'BB'
     (BL: 25.19, LCR: 0.61);

  -- $5.9 million class M6 downgraded to 'CC' from 'BB'
     (BL: 24.25, LCR: 0.59);

  -- $12.3 million class M7 downgraded to 'CC' from 'B'
     (BL: 22.22, LCR: 0.54);

  -- $8.9 million class M8 downgraded to 'CC' from 'B'
     (BL: 20.67, LCR: 0.50);

  -- $13.1 million class M9 downgraded to 'C' from 'CCC'
     (BL: 18.42, LCR: 0.44);

  -- $14.8 million class M10 downgraded to 'C' from 'CCC'
     (BL: 16.08, LCR: 0.39);

  -- $8.5 million class B downgraded to 'C' from 'CCC'
     (BL: 15.04, LCR: 0.36);

Deal Summary
  -- Originators: BNC (62%), Resmae (18%);
  -- 60+ day Delinquency: 21.33%;
  -- Realized Losses to date (% of Original Balance): 0.02%;
  -- Expected Remaining Losses (% of Current balance): 41.44%;
  -- Cumulative Expected Losses (% of Original Balance): 38.31%.

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


SATCON TECHNOLOGY: Secures $10 Million Revolving Credit Facility
----------------------------------------------------------------
SatCon Technology Corporation entered into a new secured revolving
credit facility with Silicon Valley Bank.  This line of credit
enables the company to borrow up to $10 million, subject to
certain availability criteria relating to accounts receivables and
inventory.

"We are very pleased that we were able to continue our
relationship with Silicon Valley Bank and close on this line to
support our continued revenue growth," David Eisenhaure, CEO of
SatCon, said.  "Silicon Valley Bank has been our bank for over
five years and we are pleased to have them as a partner.  This
line of credit, along with our recent infusion of capital from
Rockport Capital Partners and NGP Energy Technology Partners,
allows us to focus on the growth of the business."

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- is a developer and manufacturer of
electronics and motors for the Alternative Energy, Hybrid-Electric
Vehicle, Grid Support, High Reliability Electronics and Advanced
Power Technology markets.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
Vitale, Caturano and Company Ltd. expressed substantial doubt
about SatCon Technology Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss of
$19.8 million and used $9.8 million of cash in its operating
activities and as of Dec. 31, 2006.  It has stockholders' deficit
of $2.5 million.  In addition, the company has historically
incurred losses and used cash, rather than provided cash, from
operations.


SIMPLON BALLPARK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Simplon Ballpark, LLC
        701 Island Avenue, Suite 2A
        San Diego, CA 92101
        Tel: (619) 595-0040

Bankruptcy Case No.: 08-01803

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: March 4, 2008

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Hanno T. Powell, Esq.
                     (hpowell@powellandpool.com)
                  Powell & Pool
                  7522 North Colonial Avenue, Suite 100
                  Fresno, Ca 93711
                  Tel: (559)228-8034

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

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


SIRIUS SATELLITE: S&P Puts 'CCC+' Ratings on Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on New York, New York-based Sirius
Satellite Radio Inc. (CCC+/Watch Developing/--) to developing from
positive.  S&P originally placed the ratings on CreditWatch, with
positive implications, on Feb. 20, 2007, based on the company's
definitive agreement to an all-stock "merger of equals" with XM
Satellite Radio Holdings Inc. (CCC+/Watch Developing/--).
      
"This action reflects our concern that if the merger isn't
approved, as a standalone company Sirius could face refinancing
challenges in 2009," explained Standard & Poor's credit analyst
Michael Altberg.
     
The revision doesn't reflect any new information regarding the
potential merger, which is still awaiting a decision from the
Department of Justice and FCC, nor does it increase or decrease
S&P's estimated probability of the merger being approved.
     
The company's $300 million of 2.5% convertible notes are due in
February 2009.  The notes, which can be converted at the option of
the holder, are "out of the money," with a conversion price of
$4.41 per share.  As of Dec. 31, 2007, the company had
$438.8 million of cash on hand, reflecting the draw on its
$250 million term loan in June 2007.  The company generated
positive free cash flow for the second half of the year, although
discretionary cash flow was roughly negative $214 million for the
full year of 2007.  S&P believes the rate of cash consumption at
Sirius is declining, due in part to better cost management and the
absence of significant new programming contracts.  S&P is
concerned that if the merger isn't approved and the current tight
credit environment remains in 2009, Sirius could face funding
challenges.  Even if the merger is approved, S&P believes the
combined company might face hurdles to refinancing in the current
credit environment.
     
CreditWatch developing indicates that S&P might raise or lower the
ratings depending on the outcome of the proposed merger.  If the
merger is approved, S&P still expects upgrade potential to be
limited to one notch.  This will depend on S&P's estimate of when
the surviving company will achieve expected cost savings and
financial self-sustainability.  S&P believes a combined company
could achieve significant initial operating cost savings.  A
merger would also entail longer-term capital investments to
rationalize and consolidate the two satellite and terrestrial
infrastructures before all expected cost savings could be
realized.  If the merger is not approved, ratings may be affirmed
or lowered based on S&P's assessment of the company's standalone
liquidity needs and prospects for achieving financial self-
sustainability.  S&P will continue to monitor developments
surrounding the proposed merger.


SIRVA INC: Agrees with Creditors on Prepetition Claims Payment
--------------------------------------------------------------
Sirva Inc. and its debtor-affiliates, the Official Committee of
Unsecured Creditors in their Chapter 11 cases, and the Official
Committee of Unsecured Creditors of 360networks (USA) Inc.,
entered into an agreement resolving the issues relating to the
360network Committee's request for the Court to reconsider its
order authorizing the payment of prepetition unsecured claims.

The 360network Committee withdrew its Motion, and the Sirva
Creditors' Committee withdrew its joinder to the Motion.

The Debtors agreed that all future payments pursuant to the
Prepetition Claims Order will be made only if those payments are
necessary to avoid material, near term, and foreseeable harm to
the Debtors' estates.

The parties also agreed that:

   -- the payments will be treated as made under any plan of
      reorganization;

   -- neither the Creditors' Committee nor any other creditor
      will be estopped from objecting to the confirmation of a
      Plan, by virtue of entry of the Prepetition Claims Order;

   -- certain Class 4 Claims, or a similar unimpaired class of
      unsecured creditors, will remain outstanding at the time
      of confirmation;

   -- the Debtors will not argue that payments made under the
      Prepetition Claims Order will render moot any confirmation
      objection by the Creditors' Committee or any creditor;

   -- the Debtors will not amend a Plan to eliminate Class 4
      without the consent of Creditors' Committee and the
      360networks Committee.

Judge James Peck approved the Stipulation.

As reported by the Troubled Company Reporter on March 4, the
Debtors opposed the Reconsideration Motion filed by the Official
Committee of Unsecured Creditors of 360networks (USA) and its
debtor-subsidiaries, asserting that it failed to demonstrate
extreme and undue hardship required for its approval, and is
merely the creditor's attempt to enhance its recovery.

On Feb. 26, 2008, the TCR reported that the Official Committee of
Unsecured Creditors of 360networks (USA) and its debtor-
subsidiaries asked the U.S. Bankruptcy Court for the Southern
District of New York to reconsider its order authorizing the
payment of the Debtors' pre-bankruptcy filing unsecured claims
dated Feb. 5, 2008, pursuant to Rules 59 and 60 of the Federal
Rules of Civil Procedure.

The 360networks Committee holds an unliquidated claim against
Debtor SIRVA Relocation LLC resulting from an action captioned
"The Official Committee of Unsecured Creditors of 360networks
(USA) Inc., et al. v. U.S. Relocation Services, Inc.," Adv. Pro.
No. 03-03127 (ALG), pending before Judge Allan L. Gropper before
the United States Bankruptcy Court for the Southern District of
New York.

In the Preference Action before Judge Gropper, the 360networks
Committee, on behalf of itself and 360networks (USA), Inc., and
360fiber Inc. and their debtor subsidiaries, are seeking the
avoidance, recovery and return, from U.S. Relocation Services,
Inc. -- now known as SIRVA Relocation LLC -- of $1,863,014 in
preferential transfers made by 360 to U.S. Relocation, plus
prejudgment interest at the highest applicable rate from
March 26, 2002, plus sanctions in connection with counsel for
U.S. Relocation's conduct in defending the Preference Action, for
a total claim against U.S. Relocation estimated to be in the
excess of $2,200,000.

The Preference Action, prior to it being stayed by the
commencement of the Sirva bankruptcy proceedings, had been sub
judice with Judge Gropper on fully-briefed cross motions for
summary judgment.

On behalf of the 360networks Committee, Norman N. Kinel, Esq., at
Dreier LLP in New York, asserted that the Debtors' proposed
treatment of unsecured creditors is discriminatory and
impermissible under applicable law.  The Debtors propose, in their
Plan of Reorganization dated Jan. 28, 2008, that in the two
classes of unsecured creditors -- one will receive a 100%
distribution, and the other will receive no distribution.

Mr. Kinel explained that although debtors are permitted to pay
unsecured prepetition debts to critical vendors, the relief
sought and obtained by the Debtors in the Prepetition Claims
Order classifies an open-ended category of creditors as critical,
without adequate basis.

Moreover, the Prepetition Claims Order was entered without due
notice to the parties-in-interest that are adversely affected,
including the 360networks Committee, depriving them of the
opportunity to object or be heard, Mr. Kinel stated.

"[T]he 360networks Committee is not even listed as a creditor in
the Debtors' list of thirty (30) largest creditors attached to
their petitions, even though the 360networks Committee is in fact
one of the 10 largest creditors of the Debtors, notwithstanding
that such claim is presently unliquidated," Mr. Kinel maintained.

                          Debtors Respond

Representing the Sirva Debtors, Marc Kieselstein, P.C., at
Kirkland and Ellis LLP in Chicago, Illinois, said pursuant to Rule
59 and 60 of the Federal Rules of Civil Procedure, the Court may
grant extraordinary remedies in extraordinary circumstances to
prevent extreme and undue hardship, citing In re Miller, No. 07-
13481, 2008 WL 110907 (Bankr. S.D.N.Y. Jan. 4,2008).  He points
out that the relief provided by the order dated February 5, 2008,
authorizing the payment of prepetition unsecured claims, is not
extraordinary, and is a "typical first day order."

According to Mr. Kieselstein, the 360networks Committee has not
demonstrated that the Debtors' ability to honor their existing
obligations in the ordinary course of business creates the level
of harm necessary to warrant a reconsideration; and does not make
specific allegations with respect to its disputed, unliquidated,
and unsecured claim.

In addition, the Debtors had complied with the notice requirements
by providing copies of their first day pleadings to
the United States Trustee two business days in advance of the
Petition Date.  Accordingly, the Debtors ask the Court to deny
the Reconsideration Motion with prejudice.

                          Parties React

The 360networks Committee said all debtors, including the Debtors
in the Chapter 11 cases, must meet the burdens of the Bankruptcy
Code and Bankruptcy Rules, as well as the requirements of due
process.

According to the 360networks Committee, the Debtors have
improperly taken advantage of standard first-day orders, by
including unnecessary and discriminatory terms, and failing to
provide any advance notice to parties-in-interest that are
adversely affected.  The Prepetition Claims Order was entered
without advance notice to any party other than the United States
Trustee and the Debtors' prepetition secured lenders, enabling
the Debtors to pay certain chosen unsecured prepetition creditors
at will.

The 360networks Committee believes that it was improper for the
Prepetition Claims Order to be entered on a final basis, without
giving any other party-in-interest aside from the U.S. Trustee
and the Debtors' Prepetition Secured Lenders, an opportunity to
be heard and object.

The Official Committee of Unsecured Creditors of the Debtors'
Chapter 11 cases, on the other hand, told Judge Peck that the
Prepetition Claims Order gives the Debtors authority to pay
unsecured claims which cannot be argued as critical.

According to the Committee, the Debtors have justified the relief
they sought by asserting that it is typical in "prepackaged"
bankruptcy cases.  However, the Committee says, not all
prepackaged cases are the same.  In fact, the Debtors' case is
unusual since they propose to pay nothing to a broad group of
unsecured creditors under their Plan.

The Committee maintained that neither the Bankruptcy Code, nor any
necessity doctrine or general Court order, support the proposition
that debtors can make unlimited and unspecified cash payments to
unidentified general unsecured creditors, in the context of a
cram-down plan.  Accordingly, the Committee insists that a
reconsideration of the Prepetition Claims Order is warranted.

Similarly, Triple Net Investments IX, LP, supports the
360networks Committee's request stating that the Prepetition
Claims Order was entered without notice and with no opportunity
for affected creditors, including itself, to be heard.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation        
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  An official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for bankruptcy, it reported total assets of $924,457,299 and total
debts of $1,232,566,813 for the quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).

                         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: Court Approves Hiring of Kirkland & Ellis as Attorney
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a request by Sirva Inc. and its debtor-affiliates to
employ Kirkland & Ellis LLP, as their attorneys in their Chapter
11 cases, effective as of the bankruptcy petition date.

Eryk J. Spytek, senior vice president, general counsel &
secretary of SIRVA, Inc., related that the Debtors selected
Kirkland & Ellis because of the firm's expertise and knowledge in
the field of debtors' protections, creditors' rights, and
business reorganizations under Chapter 11 of the Bankruptcy Code.

Mr. Spytek noted that in preparing for its representation of the
Debtors in the Chapter 11 cases, Kirkland & Ellis has become
familiar with the Debtors' business and many of the potential
legal issues that may arise in the context of the Chapter 11
cases.

As the Debtors' attorneys, Kirkland & Ellis will:

   * advise the Debtors with respect to their powers and duties
     as debtors-in-possession in the continued management and
     operation of their business and properties;

   * attend meetings and negotiate with the parties-in-interest's
     representatives;

   * take necessary actions to protect and preserve the estates,
     which include prosecuting actions on the Debtors' behalf,
     defending any action commenced against the Debtors, among
     others;

   * prepare pleadings in connection with the bankruptcy cases;

   * represent the Debtors in connection with obtaining
     postpetition financing;

   * advise the Debtors in connection with any potential sale of
     assets;

   * appear before the Court and any appellate courts to
     represent the interests of the Debtors' estates;

   * consult with the Debtors regarding tax matters;

   * take any necessary action on behalf of the Debtors to
     negotiate, prepare on behalf of the Debtors, and obtain
     approval of a Chapter 11 plan and all related documents; and

   * perform other necessary or otherwise beneficial legal
     services for the Debtors in connection with the prosecution
     of these chapter 11 cases.

In exchange for the contemplated services, the Debtors will
pay Kirkland & Ellis based on the firm's applicable hourly rates:

          Professional              Hourly Rates
          ------------              ------------
          Partners                   $520 - $915
          Counsel                    $330 - $595
          Associates                 $295 - $600
          Paraprofessionals          $150 - $265

The Debtors will also reimburse the firm for expenses it may
incur, including travel costs and temporary employment of
additional staff, relating to any work undertaken.

Three Kirkland & Ellis professionals are presently expected to
have primary responsibility for providing services to the
Debtors:

          Professional              Hourly Rates
          ------------              ------------
          Marc Kieselstein, P.C.            $815
          Adam C. Paul                      $645
          Scott R. Zemnick                  $590

In addition, from time to time, other Kirkland & Ellis
professionals and paraprofessionals will provide services to the
Debtors.

On December 27, 2007, the Debtors paid $175,000 to Kirkland &
Ellis as a retainer.  As of the Petition Date,  the Debtors do
not owe Kirkland & Ellis any amounts for legal services rendered
before the Petition Date.

Marc Kieselstein, Esq., a partner at Kirkland & Ellis, in New
York, assures the Court that the firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation      
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.  
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company 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. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Court Approves Motion to Hire E&Y as Accountant
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a motion filed by SIRVA Inc. and its debtor-affiliates to
employ Ernst & Young LLP as their accountants, auditors, and tax
advisors in connection with their Chapter 11 cases, nunc pro tunc
to their Chapter 11 protection filing.

Eryk J. Spytek, senior vice president, general counsel and
secretary of SIRVA, told the Court in its motion that Ernst &
Young is a national professional services firm, with more than
1,600 partners and over 17,000 professional staff.  Significantly,
Ernst & Young has extensive experience in delivering accounting,
auditing, and tax services in Chapter 11 cases.

Mr. Spytek added that the Debtors have previously employed Ernst
& Young for audit, accounting, and tax services, allowing the
firm to gain considerable knowledge and familiarity in the
Debtors' business affairs.

The Debtors disclosed that 90 days immediately preceding the
Petition Date, they paid Ernst & Young US$1,574,573 in fees.  As
of the Petition Date, the Debtors did not owe the firm any
amount in respect of prepetition services.

Also, as of the Petition Date, Ernst & Young held a retainer of
US$330,726.  Upon approval of Ernst & Young's retention, the
firm will waive its right to receive any prepetition fees or
expenses incurred.

Ernst & Young has agreed to provide accounting, auditing, and
tax services, including integrated audit services; internal
control audit services; financial statement audit services; tax
advisory services relating to the Debtors' Chapter 11 filings;
tax compliance services; services relating to an earnings and
profit and basis study of the Debtors' foreign subsidiaries;
services relating to an Israel withholding tax project; and
miscellaneous tax advisory services.

In exchange for accounting and auditing services, the Debtors
will pay Ernst & Young:

       Professional                   Hourly Rate
       ------------                   -----------
       Partners and Principals           US$600
       Executive Directors               US$525
       Senior Managers                   US$495
       Managers                          US$375
       Seniors                           US$285
       Staff                             US$195

For tax compliance assistance services, the Debtors will pay:

       Professional                   Hourly Rate
       ------------                   -----------
       Executive Director/           US$470-$US560
       Principal/Partner
       Senior Manager                US$445-US$470
       Manager                       US$400-US$445
       Senior Staff                  US$295-US$320
       Staff                         US$130-US$190
       Client Serving Associate       US$85-US$100

For earnings and profits, and basis study services, the Debtors
will pay:

       Professional                   Hourly Rate
       ------------                   -----------
       National Executive/           US$700-US$925
       Principal/Partner
       Executive Director/           US$550-US$730
       Principal/Partner
       Manager/Senior Manager        US$460-US$580
       Senior/Staff                  US$150-US$370

James J. Doyle, a partner at Ernst & Young, assures the Court
that the firm is a "disinterested person," as the term is
defined in Section 101(14) of the Bankruptcy Code.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation      
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.  
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company 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. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Court Okays Motion to Reject Devens, Bridgewater Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Sirva Inc. and its debtor-affiliates to reject the
Bridgewater Lease, effective as of the Petition Date, as well as
the Devens Lease, effective as of February 6, 2008.

The Debtors are party to two nonresidential real property leases,
located at 36 Saratoga Boulevard, in Devens, Massachusetts, and at
1140 Route 22 East in Bridgewater, New Jersey.
        
The Devens Lease, which covers 164,850 square feet of unused
warehouse space, has a $1,300,000 annual rent, and will expire on
November 30, 2014.  The Debtors formerly operated a warehouse and
cross-docking facility at the Devens premises, and have not used
the premises since 2004.  The Debtors do not intend to use the
premises in the future.
        
The Bridgewater Lease, which covers 5,994 square feet of office
space, has a $128,868 annual rent, and will expire on January 31,
2009.
        
According to the Debtors' proposed counsel, Richard M. Cieri,
Esq., at Kirkland & Ellis LLP in New York, the Leases constitute a
net drain on the Debtors' estates.  By rejecting the Devens Lease,
the Debtors will eliminate at least $111,000 in monthly
administrative costs, that will otherwise result from their
continued tenancy.
        
In sum, the rejection of the Leases will remove a significant
burden from the Debtors estates, and eliminate at least $121,000
in monthly expenses, Mr. Cieri says.  This will remove burdensome
obligations from the Debtors' estates, and permit the Debtors'
management to focus on implementing the Debtors' prepackaged
reorganization plan.
        
Accordingly, the Debtors seek the Court's authority to walk away
from the Leases, effective as of the Petition Date.
        
               Permission to Reject Bridgewater Lease

The Court authorized the Debtors to reject the Bridgewater Lease,
effective as of the Petition Date, as well as the Devens Lease,
effective as of February 6, 2008.

Prior to the Court's approval, Triple Net Investments IX, LP, had
told Judge James M. Peck that it will be prejudiced by the
rejection of the Leases.  Of its $2,021,546 claim against the
Debtors, $89,624 is an administrative claim for the February 2008
rent, due under a non-residential real property lease between
Triple Net and Debtor North American Van Lines, Inc.

Triple Net insisted that it was not given prior notice of an
intent to reject, and therefore is entitled to one month's
administrative claim for having to seek a tenant for the vacant
property.

The Court ruled that Triple Net will have an allowed
administrative rent claim for $10,218, pursuant to Section
503(b)(1)(A) of the Bankruptcy Code.

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation      
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.  
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company 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. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SLM CORP: Moody's Pares Preferred Stock Rating to 'Ba1' From Baa3
-----------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of SLM
Corp.  The senior unsecured long-term debt rating was lowered to
Baa2 from Baa1; the subordinated shelf rating was lowered to
(P)Baa3 from (P)Baa2; and the preferred stock rating was lowered
to Ba1 from Baa3.  The commercial paper and other short-term
obligations rating was confirmed at Prime-2.  The rating outlook
is negative.

The rating action is driven by Moody's view that the company's
intrinsic credit quality and financial fundamentals, in particular
core profitability and liquidity and funding, have been weakened.   
Specifically, SLM's profit dynamics, and to a lesser degree its
asset mix, are expected to shift markedly such that the firm will
have a heavier reliance on the private education loan business,
said Moody's.  This results from reduced FFELP loan profitability
given the substantially less attractive economics of the FFELP
lending business since the Oct. 1, 2007 implementation of the
College Cost Reduction and Access Act of 2007.

Notwithstanding a number of distinguishing characteristics,
including non-dischargeability in bankruptcy, private education
lending is unsecured consumer lending, and carries with it a
significantly higher degree of earnings and asset quality
volatility than SLM's historic FFELP government guaranteed
business.  This was demonstrated recently via SLM's materially
eroded asset quality and increased provisioning requirements for
its portfolio of loans related to non-traditional/for-profit
schools, said the rating agency. (The company has since announced
that it will be discontinuing lending to this segment.)

Regarding liquidity and funding, Moody's believes SLM's financial
flexibility has been significantly affected over the past year by
both company-specific and market-related events.  The company's
now aborted leveraged buyout transaction, initially announced in
April 2007, caused substantial price reductions and market losses
-- realized or unrealized - for unsecured bondholders.  In Moody's
opinion, it will take some time for SLM to regain access to this
market to restore an element of balance to the company's funding
structure, although such access is likely to be at less attractive
terms than previously enjoyed by SLM.

Moody's said that with the company almost wholly reliant on
securitization funding since the LBO announcement, SLM has been
adversely affected by the credit dislocation that has affected the
markets since last summer.  This has manifested itself in
increased funding costs; reduced market liquidity, particularly
for funding of private education loans; and a significantly
increased reliance on short-term funding in the form of ABCP, in
particular the $30 billion interim ABCP facility provided by JP
Morgan and Bank of America in conjunction with the proposed LBO.

This interim facility was refinanced on Feb. 29, 2008 via
$31 billion in 364 day facilities from a consortium of six ABCP
conduit lenders (total $29 billion) and a separate commitment from
UBS ($2 billion).  The facilities are available for the financing
of both FFELP ($25 billion) and private education loan
($6 billion) collateral.  Moody's understands that the company has
received at least $3.5 billion of additional commitments from
other lenders, and that its new facilities are in the process of
being upsized to $34 billion in aggregate.  Closing on these
additional commitments is expected to occur by the end of March.

Moody's considered the replacement of the interim ABCP facility a
positive and critically important to SLM's liquidity profile and
financial flexibility.  Although the terms and conditions of the
$31 billion in new facilities are less favorable than previously
enjoyed by the company (e.g. the pricing is significantly wider
than previously experienced), Moody's considers the closing of
this refinancing to be a favorable development for the company's
credit profile.  Having said this, the facility is short-term in
nature, and carries with it significant refinancing risk.

Positively, Moody's also notes that SLM maintains significant
other sources of liquidity, including an unrestricted cash and
investment portfolio ($10.3 billion at Dec. 31, 2007), unsecured
revolving credit facilities ($6.5 billion, undrawn), and
unencumbered FFELP loans totaling $18.7 billion per Dec. 31, 2007
that could be monetized.

Moody's said that the negative outlook reflects its concerns with
regard to the company's funding structure, profitability and asset
quality.  In order to change its rating outlook to stable from
negative, Moody's will need to observe tangible evidence of
improvement and progress in:

Funding: re-balancing its capital structure to reduce reliance on
short-term funding.  This may be achieved through such actions as
refinancing of the 364 day asset-backed facilities into multi-year
commitments and via re-access to term ABS markets to fund private
education loan originations.

Core profitability: in particular managing its FFELP lending
business to achieve profits in the post-CCRA environment.  Moody's
believes this would require success in executing planned operating
cost and borrower benefit cost reductions.

Asset quality: reducing asset quality volatility in its private
education loan business.  This would be evidenced by lower
delinquencies, credit losses, and provisioning requirements.

Despite these challenges, SLM continues to benefit from a number
of key fundamental strengths, including a leading position in both
the FFELP and private education loan segments of the student loan
industry.  Moreover, while the CCRA and tight credit market
conditions are impacting lending volumes in both the FFELP and
private education loan spaces, the industry continues to be
characterized by overall favorable demand and growth fundamentals.

These ratings of SLM Corp. have been downgraded:

Senior unsecured debt: to Baa2 from Baa1

Subordinate shelf: to (P) Baa3 from (P) Baa2

Preferred stock: to Ba1 from Baa3

Headquartered in Reston, Virginia, SLM is the nation's leading
provider of saving- and paying-for-college programs.  The company
manages $164 billion in education loans and serves 10 million
student and parent customers.


SMART MODULAR: Completes $20 Million Buyout of Adtron Corporation
-----------------------------------------------------------------
SMART Modular Technologies (WWH) Inc. closed its acquisition of
privately-held Adtron Corporation.  The acquisition was an all-
cash transaction of approximately $20 million with up to an
additional $15 million should certain calendar year 2008 financial
and operational performance goals be achieved.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
SMART Modular signed a definitive agreement to acquire Adtron
Corporation.  The acquisition has been approved by the boards of
directors of both companies.

"Combining our strengths with Adtron, with its technical
expertise, product portfolio, and customer base, immediately
expands our non-DRAM business and complements our existing SSD
business," Iain MacKenzie, president and chief executive officer
of SMART, said.  "Together, we offer the SSD market, especially
the Enterprise Storage SSD market, a broader range of high
performing, rugged, and reliable storage solutions."

In connection with the acquisition, Alan Fitzgerald, founder of
Adtron, joins SMART as vice president and chief technical officer,
Flash Products, and Robert Benkendorf joins SMART as vice
president and general manager, SSD Products.

                    About Adtron Corporation

Headquartered in Phoenix, Arizona, Adtron Corporation --
http://www.adtron.com/-- is a designer and supplier of high   
performance and high capacity solid state flash disk drives.  It
markets to customers in the aerospace and defense, industrial
automation, medical, telecommunications, and transportation
industries.  Its devices can be found in diverse settings as
spacecraft and semiconductor equipment machinery.  Adtron was
established in 1985 by founder and chairman Alan Fitzgerald.

                       About SMART Modular

Fremont, Calif.-based SMART Modular Technologies (WWH) Inc.
(Nasdaq: SMOD) -- http://www.smartm.com/-- is an independent    
designer, manufacturer and supplier of electronic subsystems to
original equipment manufacturers.  SMART offers more than 500
standard and custom products to OEMs engaged in the computer,
industrial, networking, gaming, telecommunications, and embedded
application markets.

                          *     *     *

Moody's Investor Service placed SMART Modular Technologies (WWH)
Inc.'s long-term corporate family and probability of default
ratings at 'B1' in January 2008.


SOCIETE GENERALE: Fitch Junks Ratings on Six Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on one Societe Generale
Mortgage Securities Trust mortgage pass-through certificate
transaction.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.  
Downgrades total $298.9 million.  Additionally, $144.2 million
remains on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

SGMST 2007-NC1
  -- $91.4 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 40.11, LCR: 1.42);

  -- $144.2 million class A-2 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.45, LCR: 1.39);

  -- $12.8 million class M-1 downgraded to 'BB' from 'AA-'
     (BL: 35.29, LCR: 1.25);

  -- $11.3 million class M-2 downgraded to 'B' from 'A+'
     (BL: 31.46, LCR: 1.11);

  -- $7.3 million class M-3 downgraded to 'B' from 'A+'
     (BL: 28.88, LCR: 1.02);

  -- $6.2 million class M-4 downgraded to 'CCC' from 'A-'
     (BL: 26.57, LCR: 0.94);

  -- $5.5 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 24.52, LCR: 0.87);

  -- $5.3 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 22.46, LCR: 0.79);

  -- $5.1 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 20.55, LCR: 0.73);

  -- $4.8 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 18.87, LCR: 0.67);

  -- $5.0 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 17.44, LCR: 0.62).

Deal Summary
  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 16.60%;
  -- Realized Losses to date (% of Original Balance): 0.27%;
  -- Expected Remaining Losses (% of Current balance): 28.30%;
  -- Cumulative Expected Losses (% of Original Balance): 25.62%.

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.


SOLUTIA INC: Flexsys Unit Raises Prices to Ensure Reinvestment
--------------------------------------------------------------
Solutia Inc. said that its Flexsys subsidiary is initiating price
increases across select product groups including Crystex (R)
insoluble sulfur, Santoflex (R) 6 PPD antiozonant, and other
rubber chemicals.

"These price increases are driven by a number of factors," said
Jim Voss, president of Flexsys.  "We must continue to reinvest to
ensure our long-term success and the success of our customers.  We
have successfully differentiated ourselves from our competition in
the areas of technology, quality, manufacturing reliability, and
supply chain excellence.  We will continue to invest in capacity
expansions and new technology to provide our customers with the
high-quality and innovative products backed by superior customer
service and world-class technical support that they have come to
expect from Flexsys."

"The continued upward trend of energy and raw material costs makes
this action necessary," said Tim Wessel, vice president,
Antidegradants and Crystex.  "We have seen an unprecedented rise
in the cost of raw material ingredients, such as sulfur."  He
noted that the global agricultural boom and demand for fertilizer
has significantly tightened the sulfur market.

The price increases are effective April 1, 2008, or as soon as
permitted by contract.

Crystex insoluble sulfur is the vulcanizing agent of choice for
critical applications in the tire industry, providing the highest
level of quality and performance.  In addition, Crystex HD
insoluble sulfur offers tire manufacturers improved productivity
and safety in their manufacturing processes.  Santoflex 6 PPD
antiozonant is used to improve tire longevity by protecting
against degradation by oxygen, ozone, and fatigue.

Flexsys products play an essential role in the manufacturing of
tires and other rubber products, such as belts, hoses, seals,
and footwear.  Flexsys is a global business with offices,
manufacturing facilities and technology centers around the world.
Flexsys has annual sales of over $650 million, about two-thirds
of which take place outside the United States.

                        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: Settlement Gives GE Betz $255,575 in Allowed Claim
---------------------------------------------------------------
On Nov. 22, 2004, GE Betz, Inc., filed Claim No. 5640 alleging a
total claim of $406,006, of which $124,545 was secured by a right
of offset.

On Feb. 4, 2008, GE Betz filed Claim No. 14845 for $380,119,
of which $124,545 is secured by a right of offset.  Claim No.
14845 is intended to amend and supersede Claim No. 5640.

Solutia Inc. and GE Betz have agreed that:

    -- Claim No. 14845 will amend and supersede Claim No. 5640;

    -- GE Betz may exercise its right of setoff.  GE Betz
       withdraws the secured claim of $124,545; and

    -- GE Betz will retain an allowed general unsecured claim of
       $255,575.

                        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: To Issue 7,450,000 Shares For Employee Plans
---------------------------------------------------------
Solutia Inc. informed the U.S. Securities and Exchange Commission
that it is registering 7,450,000 shares of stock common stock,
$0.01 par value, which it intends to sell at a maximum offering
price of $20.00 a share.  The move is in pursuance to its Plan of
Reorganization, approved by the U.S. Bankruptcy Court for the
Southern District of New York, which became effective Feb. 28,
2008, and provided for the cancellation of its existing stock and
the issuance of new stock.

Kirkland & Ellis LLP, special counsel to Solutia, says the
company will issue the shares pursuant to its Management Long-
Term Incentive Plan and Non-Employee Director Stock Compensation
Plan.

The Non-Employee Director Stock Compensation Plan is aimed to  
further the growth and profitability of the company by increasing
incentives and encouraging share ownership on the part of the
Members of the Board of Solutia.  Pursuant to the Plan, board
members will be granted awards that constitute options, stock
appreciation rights, restricted stock, restricted stock units and
other stock awards, in the aggregate of up to 250,000 shares.  
A full-text copy of the Plan is available at:

              http://ResearchArchives.com/t/s?28b3

The 2007 Management Long-Term Incentive Plan is aimed to further
the growth and profitability of the company by increasing
incentives and encouraging share ownership on the part of the
employees and independent contractors of Solutia.  The Plan is
intended to permit the grant of awards that constitute Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units and Other Stock
Awards, and Cash Incentive Awards.   The Up to $7,200,000 shares
will be made available for grants and awards  under the Plan.  A
copy of the Plan is available at:

               http://ResearchArchives.com/t/s?28b4

                        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.


STRADA 315: Seeks Court Nod on Using Law Firm's Cash Collateral
---------------------------------------------------------------
STRADA 315, LLC asks authority from the U.S. Bankruptcy Court for
the Southern District of Florida to use the cash collateral of its
prepetition real estate law firm.

The Debtors' primary financing and sole secured creditor is
Regions Bank, which holds a note in the original principal amount
of $34,800,000.  The note is secured by a first position mortgage
on a residential and commercial condominium and space in 315
Northeast 3rd Avenue, in Fort Lauderdale, Florida.

As of the date of bankruptcy, the balance on the Regions loan was
approximately $18,619,000.  Regions Bank is also oversecured in
the property alone by approximately $13,400,000, and has an equity
cushion on the Debtor's estates of approximately 72%.

In particular, the Debtor proposes to utilize the cash collateral
of Ruden McClosky Smith Schuster & Russell, P.A.  In accordance
with the Debtor's prepetition efforts to negotiate with Regions,
Ruden McClosky held several sources of the Debtor's funds.

The Debtor has $730,387 in available cash at Ruden McClosky:

   a) excess proceeds from sale closings, net of liens, including
      Regions Bank - $318,658;

   b) Ruden McClosky's legal fees from sale closings - $66,000;

   c) interest on customer deposits, some of which customers may
      claim an interest - $183,459;

   d) forfeited customer deposits - $162,270.

To the extent Regions claims a lien on these funds, Regions is
further secured by nearly $1 million.

The Debtor seeks to utilize the Ruden Funds to operate during its
bankruptcy case, thereby generating sufficient funds to pay the
Regions claim in full, pay all lien holders on the property, and
all non-insider unsecured claims.

The Debtor will provide adequate protection of its security
interest in and liens on the Ruden Funds.  The Debtor is also
willing to grant Regions and administrative claim and a
postpetition replacement lien on any further funds generated by
the Debtor.  Regions is vastly oversecured and adequately
protected solely as a result of its interest in the property.

Strada 315 LLC is affiliated with Delray Beach's Southpoint Realty
Development.  It owns and manages luxury condominiums.  The Debtor
filed for chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla.
Case No. 08-11574).  Scott A Underwood, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts between $10 million and $50 million.  Its three major
unsecured creditors are Associated Steel & Aluminium, Coleman
Floor Co., and Y.&T. Plumbing Corp., with claims of less than
$1 million each.


STRADA 315: Section 341(a) Creditors' Meeting Set for March 20
--------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
Strada 315 LLC's creditors at 3:30 p.m., on Mar. 20, 2008, at the  
U.S. Courthouse, 299 E. Broward Blvd. #411, in Ft. Lauderdale,
Florida.

This is the first meeting of creditors 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.

                        About Strada 315

Strada 315 LLC is affiliated with Delray Beach's Southpoint Realty
Development.  It owns and manages luxury condominiums.  The Debtor
filed for chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla.
Case No. 08-11574).  Scott A Underwood, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts between $10 million and $50 million.  Its three major
unsecured creditors are Associated Steel & Aluminium, Coleman
Floor Co., and Y.&T. Plumbing Corp., with claims of less than
$1 million each.


STRADA 315: Gets Interim Nod to Employ Genovese Joblove as Counsel
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida has granted Strada 315 LLC interim authority to employ
Thomas M. Messana, Esq., and the law firm of Genovese Joblove &
Battista P.A. as its general bankruptcy counsel, nunc pro tunc to
Feb. 11, 2008.

As the Debtors' general bankruptcy counsel, GJB will:

  a) advise the Debtor with respect to its powers and duties as
     debtor and debtor-in-possession in the continued management
     and operation of its business and propoerties;

  b) attend meetings and negotiate with representatives of
     creditors and other parties-in-interest and advise and
     consult on the conduct of the cases, including all of the
     legal and administrative requirements of operating in
     Chapter 11;

  c) advise the Debtor in connection with any contemplated sales
     or business combinations, including the negotiation of sales
     promotion, liquidation, stock purchase, merger or joint
     venture agreements, formulate and implement bidding  
     procedures, evaluate competing offers, draft appropriate
     corporate documents with respect to the proposed sales, and
     counsel the Debtor in connection with the closing of such
     sales;

  d) advise the Debtor in connection with post-petition financing
     and cash collateral arrangements, provide advice and counsel
     with respect to pre-petition financing arrangements, and
     provide advice to the Debtor in connection with the emergence
     financing and capital structure, and negotiate and draft
     documents relating thereto;

  e) advise the Debtor on matters relatingh to the evaluation of
     the assumption, rejection or assignment of unexpried leases
     and executory contracts;

  f) provide advice to the Debtor with respect to legal issues
     arising in or relating to the Debtor's ordinary course of
     business including attendance at senior management meetings,
     meetings with the debtor's financial and turnaround advisors
     and meetings of the board of directors, and advice on
     employee, workers' compensation, employee benefits, labor,
     tax, insurance, securities, corporate, business operation,
     contracts, joint ventures, real property, press/public
     affairs and regulatory matters.

  g) take all necessary action to protect and preserve the
     Debtor's estate, including the prosecution of actions on its
     behalf, the defense of any actions commenced against the
     estate, negotiations concerning all litigation in which the
     Debtor may be involved and objections to claims filed against
     the estate;

  h) prepare on behalf of the Debtor all motions, applications,
     answers, orders, reports and papers necessary to the
     administration of the estate;

  i) negotiate and prepare on the Debtor's behalf a plan of
     reorganization, disclosure statement and all related
     agreements and/or documents, and take any necessary action on
     behalf of the Debtor to obtain confirmation of such plan;

  j) attend meetings with third parties and participate in
     negotiations with respect to the above matters;

  k) appear before the Court, any appellate courts, and the U.S.
     Trustee, and protect the interests of the Debtor's estate
     before such courts and the U.S. Trustee; and

  l) perform all other necessary legal services and provide all
     other necessary legal advice to the Debtor in connection with
     these Chapter 11 cases.

              U.S. Trustee Objects to GJB Employment

Donald F. Walton, United States Trustee for Region 2, objects to
the Debtor's retention of Genovese Joblove & Battista as general
bankruptcy counsel, claiming that under Federal Rule of Bankruptcy
Procedure 6003, the Debtor is not entitled to the relief requested
until the 20th day after the date of the filing of the petition,
or March 3, 2008.  The U.S. Trustee contends that the Debtor's
application should not be granted until the time prescribed has
passed, in order that a creditors' committee, if appointed, and
other parties in interest have time to evaluate and object, if
necessary.

                        Disinterestedness

Thomas M. Messana, Esq., a partner at GJB, assured the Court that
the firm does not hold any interest adverse to the Debtor or its
estate, and that the firm is a "disinterested person" as such term
is defined under Sec. 101(14) of the Bankruptcy Code.

                           Hourly Rates

GJB's hourly rates for its attorneys range from $205 to $525 per
hour.

As compensation for their services, GJB's professionals bill:

    Professional               Hourly Rate
    ------------               -----------
    Thomas M. Messina, Esq.       $470
    Scott Underwood, Esq.         $275
    Legal Assistants           $105-$165
    Paralegals                 $105-$165

Mr. Messina can be reached at:

    Thomas M. Messina, Esq.
    Genovese Joblove & Battista P.A.
    200 East Broward Boulevard
    Suite 1110
    Fort Lauderdale, FL 33301
    Tel: (954) 453-8000
    Fax: (954) 453-8010

                        About Strada 315

Strada 315 LLC is affiliated with Delray Beach's Southpoint Realty
Development.  It owns and manages luxury condominiums.  The Debtor
filed for chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla.
Case No. 08-11574).  Scott A Underwood, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts between $10 million and $50 million.  Its three major
unsecured creditors are Associated Steel & Aluminium, Coleman
Floor Co., and Y.&T. Plumbing Corp., with claims of less than
$1 million each.


SUN COAST: Court Approves $19.8 Mil. Asset Sale to Largo Medical
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the sale of Sun Coast Hospital Inc.'s assets to Largo
Medical Center Inc. for $19.8 million in cash and assumed
liabilities, Bill Rochelle of Bloomberg News reports.

Ricky Satcher, chief executive officer of Largo Medical, disclosed
that Sun Coast will operate as Largo Medical Center going forward,
Tampa Bay Business Journal relates.  The sale was effective at
mindnight on March 1, 2008.

Bill Rochelle discloses that when the Debtors filed for Chapter 11
protection, they listed assets of $44.9 million and debts of
$40.2 million.  For the fiscal year ended Sept. 30, 2007, the not-
for-profit hospital reported $215.4 million revenue and a $6.2
million net loss.

                    About Largo Medical Center

Largo Medical Center -- http://www.largomedical.com/-- is a 256-
bed hospital, that caters to patients from the cities of Largo,
Clearwater, Seminole, St. Petersburg and the Gulf Beaches on the
west coast of Florida.  

                    About Sun Coast Hospital

Headquartered in Largo, Florida, Sun Coast Hospital Inc. --
http://www.suncoasthospital.net/-- is a 200-bed acute care  
hospital that was initially established in 1957 by Dr. Alan J.
Snider as an 18-bed acute care hospital.  The company and its
debtor-affiliate, Sun Coast Imaging Center, LLC, filed for Chapter
11 protection on Dec. 28, 2007 (Bankr. M.D. Fla. Case Nos.
07-12926 and 07-12928).  Charles A. Postler, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, Florida, represent the
Debtors.


TERAVICTA TECHNOLOGIES: Files Chapter 7, Lays Off 50 Workers
------------------------------------------------------------
TeraVicta Technologies Inc. sought protection under chapter 7 of
the United States Bankruptcy Code on Feb. 25, 2008, Austin
Business Journal reports.

According to the report, a week prior to the filing, the Debtor
ceased its operations and laid off 50 workers.

TeraVicta president and CEO Ray Burges won't comment on the
matter, BizJournal adds.

The Debtor stated in its Web site that its business and
manufacturing operations are closed.  It added that as of Feb. 15,
2008, TeraVicta is no longer is available to provide products or
support.

Austin, Texas-based TeraVicta Technologies Inc. --
http://www.teravicta.com/-- manufactures wireless networks  
components such as broadband MEMS switches and modules.  It owns a
portfolio of patented MEMS switch design and process technologies.  
It was spun off from Microelectronics and Computer Technology
Corp. in 2000.


THORNBURG MORTGAGE: Fitch Rates $1.983MM Class B5 Certs. 'B'
------------------------------------------------------------
Fitch rated Thornburg Mortgage Securities Trust's residential
mortgage pass-through certificates, series 2008-1, as:

  -- $952,063,100 classes 1A-1, 1-AX, 1A-2, 2A-1, 2-AX, 2A-2,
     3A-1, 3-AX, 3A-2, 4A-1, 4-AX, 4A-2 and A-R senior
     certificates 'AAA';
  -- $13,855,000 non-offered class B1 'AA';
  -- $7,934,000 non-offered class B2 'A';
  -- $3,471,000 non-offered class B3 'BBB';
  -- $5,950,000 privately offered class B4 'BB';
  -- $1,983,000 privately offered class B5 'B'.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 1.40% non-offered B1 class, 0.80%
non-offered B2 class, 0.35% non-offered B3 class, 0.60% privately
offered B4 class, 0.20% privately offered B5 class and 0.65%
privately offered and non-rated B6 class.  Fitch believes the
above credit enhancement will be sufficient to cover credit
losses.  In addition, the ratings reflect the quality of the
mortgage collateral, the strength of the legal and financial
structures, and the capabilities of Wells Fargo Bank, N.A. (Wells
Fargo; rated 'RMS1' by Fitch) as master servicer.

The mortgage pool consists primarily of 821 recently originated,
adjustable-rate, conventional, first lien, one- to four-family
residential mortgage loans, a substantial majority of which have
original terms to maturity of 30 years. As of the cut-off date,
the pool had an aggregate principal balance of approximately
$991,732,724.  The average loan balance is $1,207,957, and the
weighted average original loan-to-value ratio for the mortgage
loans in the pool is approximately 68.55%.  The weighted average
FICO credit score for the pool is approximately 746.  Cash-out and
rate/term refinance loans represent 32.54% and 20.44% of the pool,
respectively.  Second and investor-occupied homes account for
21.72% and 9.27% of the pool, respectively.  The states that
represent the largest geographic concentration are California
(36.65%), New York (9.86%) and Colorado (7.67%).

Greenwich Capital, which issued the certificates, representing
undivided beneficial ownership in the trust.  For federal income
tax purposes, elections will be made to treat the trust fund as
one or more real estate mortgage investment conduits.  LaSalle
Bank, N.A. will act as Trustee and Wells Fargo Bank, N.A. will act
as securities administrator and master servicer for the trust.


TLC VISION: Completes Amendments to $110 Million Credit Facility
----------------------------------------------------------------
TLC Vision Corporation finalized an amendment to its $110 million
credit facility.  The credit facility consists of an $85 million
term loan and a $25 million revolver.

Under the new terms, the company received a relaxation of its
financial covenants into 2009.  The applicable margin on the
facility increased to 5.00% for LIBOR borrowings and 4.00% for
prime rate borrowings.  At current market rates, this would equate
to a LIBOR-based borrowing rate of 8.01%.  The company anticipates
that the impact of the increased interest expense will be
approximately $1.7 million in 2008 on a pre-tax basis.

"These new terms provide TLCV with the financial flexibility to
support our business as the company's strategic plan continues to
exceed expectations," Jim Wachtman, president and chief executive
officer of TLCVision, commented.  "As we announced in February,
our 2007 procedure volumes grew at rates well in excess of
industry levels, and our same-store procedures in January 2008
grew at double-digit rates."

"In addition, we anticipate our February same-store procedure
volume to show absolute growth well in excess of industry levels,"
Mr. Wachtman added.  "Our continued strong growth is the result of
the right strategy and the right people executing our robust
model."

                         About TLC Vision

Headquartered in  Mississauga, Ontario, TLC Vision Corporation
(TSE:TLC)) -- http://www.tlcv.com/-- is an eye care services  
company providing eye doctors facilities, technologies and
staffing support they need to deliver patient care.  The majority
of the company's revenues come from laser refractive surgery,
which involves using an excimer laser to treat common refractive
vision disorders, such as myopia, hyperopia and astigmatism.  The
cmpany's business models include arrangements ranging from owning
and operating refractive centers to providing access to lasers
through branded TLC fixed site and mobile service relationships.   
In addition to refractive surgery, the company is diversified into
other eye care businesses.  Through its MSS Inc. subsidiary, the
company furnishes hospitals and other facilities with mobile or
fixed site access to cataract surgery equipment, supplies and
technicians.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Standard & Poor's Ratings Services revised its outlook on
Mississauga, Ontario, Canada-based TLC Vision Corp., the parent of
TLC Vision Corp., to negative from positive.  The 'B' corporate
credit rating was affirmed.


TOWERS OF CHANNELSIDE: U.S. Trustee Forms 5-Member Creditors Panel
------------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appoints five
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Friedman's Inc. and Crescent Jewelers.

The Creditors Committee members are:

   a) Merrill Lynch Commercial Finance Corp.
      Attention: Jeremy Addis, Director
      222 North LaSalle Street, 18th Floor
      Chicago, IL 60601
      Tel: (312) 499-3883
      Fax: (312) 499-3940

   b) C.T. Towers
      Attention: Cindy Taylor, Managing Member
      151 West 46th Street
      New York, NY 10036
      Tel: (646) 723-0316
      Fax: (212) 869-4835

   c) JLK Enterprises, LLC
      Attention: Kevin Pawlowski, Manager
      2119 Climbing Ivy Drive
      Tampa, FL 33618
      Tel: (813) 326-2695
      Fax: (813) 962-3815

   d) Ripa & Associates
      Attention: Frank P. Ripa, President
      1409 Tech Boulevard, Suite 1
      Tampa, FL 33619-7843
      Tel: (813) 623-6777
      Fax: (813) 663-6724

   e) Connie Occhipinti
      2413 Bayshore Boulevard
      Unit 1705
      Tampa, FL 33629
      Tel: (813) 417-6522
      Fax: (813) 254-6041

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

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.


TWEETER HOME: Court Extends Plan-Filing Exclusive Period to June 5
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware extended, until June 5, 2008, the
exclusive period wherein Tweeter Home Entertainment Group Inc. and
its debtor-affiliates can file a plan of reorganization, the
Associated Press reports.

In addition, the Debtors obtained an extension of their exclusive
period to solicit acceptances of that plan to Aug. 4, 2008.

As reported in the Troubled Company Reporter on Feb. 11, 2008, the
Debtors said that the extension is warranted since they are
still in the process of sorting out claims figuring out their
financial condition.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.


US AIRWAYS: Resolves Dispute with Boston City By Paying $1,880,000
------------------------------------------------------------------
The City of Boston, Massachusetts, filed Claim Nos. 4279 and 4461
each for $595,525 asserting priority claims for fiscal year 2002
taxes.  Boston also filed Claim No. 4925 for $4,510 asserting 2002
tax claims.

US Airways Group Inc. and its debtor-affiliates objected to the
claims.  The Court expunged Claim No. 4279 and designated Claim
No. 4461 as a surviving claim.

Consequently, Boston filed Claim No. 5236 for $1,336,906 to amend
Claim No. 4461.  The Claimant amended Claim No. 5236 by filing
Claim No. 5464 for $2,078,287.

The Debtors also objected to the claims.  The U.S. Bankruptcy
Court for the Northern District of Illinois determined that
pursuant to Section 505 of the Bankruptcy Code, it has
jurisdiction to determine the correct amount of taxes owed by the
Debtors to Boston for the fiscal tax year 2003.  The Fiscal Year
2003 Tax Claims are Boston's only surviving claims and the
Debtors' First Chapter 11 Cases and are subject to the Court's
determination.  The determination was continued to the Debtors'
second Chapter 11 Cases and is pending.

Boston sought the Court's permission to file its 2005 tax claims
after the Nov. 4, 2002 Claims Bar Date.  The Debtors objected to
Boston's request.

The Debtors have pending appeals before the Commonwealth of
Massachusetts Appellate Tax Board relating to Boston's
computations of the Debtors' taxes for the fiscal years 2004 and
2006.

Boston contests that the Bankruptcy Court has jurisdiction under
Section 505 to determine any of their claims and that there is
any basis to reduce the taxes.  The Debtors dispute Boston's
contentions.

              Settlement Agreement with Boston City

To resolve the matter, the Debtors and Boston agreed to settle:

   -- the Court's 505 Action;

   -- Boston's claims for fiscal years 2003, 2004, 2005 and 2006;

   -- Boston's request to file late claim; and

   -- all defenses, objections, appeals and requests for
      abatement.

Specifically, the parties agreed that:

   1. the Debtors will pay $1,880,000 to Boston for all of its
      claims;

   2. Boston will not challenge the disallowance nor attempt to
      revive its claims;

   3. upon receiving the payment, Boston will be deemed to have
      withdrawn its request to file claims after the Feb. 3, 2005
      Bar Date in the Debtors' Second Chapter 11 Cases;

   4. the Parties will cause to be filed with the Appellate Tax
      Board stipulations dismissing the appeals related to the
      fiscal years 2004 and 2006 taxes, and the appeal related to
      the fiscal year 2007 taxes.

The Stipulation is deemed effective without further Court order.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 156; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


US AIRWAYS: Gets Approval to Modify Agreements with United
----------------------------------------------------------
US Airways Group Inc. and United Air Lines, Inc., continued their
discussions regarding modifications to, and assumption of:

   -- the Restated Code Share and Regulatory Cooperation     
      Agreement; and

   -- the Restated Star Alliance Participation Agreement.

In an order dated Feb. 20, 2008, the U.S. Bankruptcy Court for the
Northern District of Illinois approved the assumption of the
agreements, subject to consensually modified terms agreed upon by
the parties, and there is no cure, assurance or other payment
required to be made by the Debtors.

The Carriers waive and release all claims against each other or
any of their affiliates arising under the modified United
Agreements or the United Agreements arising before the date of
execution of the modified agreements, provided that current
ordinary and customary charges for services rendered or performed
by the Carriers within the last 120 days under the Modified
United Agreements will be dealt with, reconciled, paid or
disputed by the Carriers in the ordinary course of business.

The mutual releases will not apply to or affect any rights or
obligations, or any claims related to thereto, of either Carrier:

    (i) as to claims of United against the Debtors, under any
        other agreement between the Carriers or otherwise
        between the Carriers or their affiliates or
        predecessors-in-interest that have arisen since the
        effective date of the Debtors' plan of reorganization
        in Case No. 04-13819 in the United States Bankruptcy
        Court for the Eastern District of Virginia, and as to
        claims of the Reorganized Debtors against United,
        under any other agreement between the Carriers or
        otherwise between the Carriers or their affiliates or
        predecessors-in-interest that have arisen since the
        effective date of United's plan of reorganization in
        Case No. 02-48191 in the Bankruptcy Court for the
        Northern District of Illinois; or

   (ii) without regard to the effective date of the Debtors'
        plan of reorganization or the effective date of
        United's plan of reorganization, against the other
        arising under any agreement between the Carriers or
        their predecessors-in-interest that provides for or
        relates to the leasing, subleasing, or use of space,
        including:

           (1) the United Contract 121666, dated Dec. 22, 1993;

           (2) the Sublease from US Airways, Inc. to United Air
               Lines, Inc. of Certain Premises Located at
               Chicago-O'Hare International Airport dated as of
               Dec. 22, 1993;

           (3) the Sublease from US Airways, Inc. to United Air
               Lines, Inc. of Certain Premises Located at
               Chicago-O'Hare International Airport dated as of
               Oct. 29, 1998; or

           (4) the letter agreement dated as of Oct. 29, 1998,
               executed by Larry D. Clark and Robert A. Hazel
               regarding "United's Exercise of Options to ORD,
               Terminal 2/Concourse F Gates 6A, 6, 8 and 10."

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 153
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 156; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


US AIRWAYS: Employees Wants Management to Address Labor Issues
--------------------------------------------------------------
US Airways Group Inc.'s employees demanded that management address
workers' issues and work with labor groups to turnaround the
fledgling airline.  Employees picketed corporate headquarters with
a large, 30-foot rat as a symbol of US Airways management's anti-
worker tactics.  The following statement is from the US Airways
Labor Coalition, which represents the customer service
representatives, dispatchers, fleet service, flight attendants,
flight crew training instructors, maintenance training
specialists, mechanic and related, pilots, simulator engineers,
and all other labor groups at US Airways.

"Shared fury and frustration among the employees of US Airways
brought us together today in an effort to get management to
complete the merger that began nearly three years ago.  We are
furious that, due to management inaction, we have become the
poster child for what not to do in a merger.  We are frustrated
with management's hands-off approach to resolving labor issues.

"Instead of working with labor to develop long-term solutions that
would fix the problems plaguing our airline, US Airways management
continues employing tactics that demoralize its workers.  As a
result, employee morale is at an all-time low, our stock has
plummeted, and our passengers are left literally holding their
bags.  Management's quick-fix is to hire more executives and
bunker down together to ignore these problems, hoping that they
will resolve themselves.

"Management's most recent attempts to depict an airline that has
finally turned the corner toward success will not fool anyone.  
When compared with its peers, US Airways continues to rank at or
near the bottom in terms of customer complaints and other
categories tracked by the government, and the only reason the
airline was number one in on-time performance was because
management has mastered the art of manipulating statistics.  
Management wasted millions of dollars--money that belonged to our
employees, passengers and investors--to create this illusion
rather than work with labor.

"We want to work for a successful airline -- one that is a
positive example of how a merger should be conducted.  It's time
for management to empower the employees with the necessary tools
to do their jobs effectively.  Specifically, management needs to
adhere to current labor contracts and reach new collective
bargaining agreements that improve the wages, benefits and
working conditions of all US Airways employees."

The US Airways Labor Coalition represents approximately 30,000
employees from the two merged carriers -- America West and
US Airways.  The pilots are represented by the Air Line Pilots
Association, Int'l. (ALPA).  The flight attendants are
represented by the Association of Flight Attendants-CWA (AFA-
CWA).  The customer service representatives are represented by
the Airline Customer Service Employee Association-IBT/CWA.  The
fleet service, mechanic and related, and maintenance training
specialist employees are represented by the International
Association of Machinists and Aerospace Workers (IAM).  The
dispatchers, flight crew training instructors and simulator
engineers are represented by the Transport Workers Union of
America (TWU).

              US Airways Pilots to Vote on New Union

The US Airline Pilots Association (USAPA) was notified by the
National Mediation Board (NMB) that a representational election
for the US Airways Pilots has been called for.  In the NMB
communication, US Airways management has been directed to provide
mailing labels to the NMB that match the list of eligible voting
pilots the carrier provided earlier.

"On Nov. 13, 2007 USAPA filed an application with the NMB that
included thousands of written election requests from US Airways
pilots," said Stephen Bradford, USAPA's President.  "We are
gratified to know that the US Airways pilots will finally be
afforded an opportunity to select a new collective bargaining
agent."

USAPA is the independent labor union specifically designed to
represent the interests of US Airways Pilots.  Headquartered
in Charlotte, NC, USAPA represents only US Airways pilots.  
Because USAPA represents only US Airways pilots, far greater
focus is placed on the specific career needs of the US Airways
pilot workforce.  USAPA notes that the most highly-compensated
pilots in the U.S. passenger transport business are represented
by company-specific unions.

For additional information about USAPA, visit --
http://www.USAirlinePilots.org/or contact --  
media@USAirlinePilots.org

USAPA is represented by the law firm of Seham, Seham, Meltz &
Peterson LLP.

                          *     *     *

The vote between the incumbent ALPA and USAPA will be conducted
over the internet and telephone, Dawn Gilbertson of the Arizona
Republic reports.  The group that receives 50% plus one of the
votes cast will win.  USAPA Spokesman Scott Theuer says they
expect the election will occur within the next few weeks, with
voting then open for 30 days, according to the Arizona Republic.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 156; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


US AIRWAYS: Various Entities Disclose Ownership of Interest
-----------------------------------------------------------
Several entities made separate filings with the United States
Securities and Exchange Commission disclosing their interest
ownership in US Airways Group Inc.

1. FMR LLC

In a regulatory filing with the Securities and Exchange Commission
dated Feb. 14, 2008, FMR LLC, reported its beneficial ownership of
12,922,235 shares of US Airways Group, Inc., common stock as of
Dec. 31, 2007.  The shares comprise 14.079% of the total US
Airways shares outstanding.

FMR LLC has sole voting power to 3,470,781 of the shares and sole
dispositive power to all the shares it owns.

Edward C. Johnson 3d also beneficially owns 12,922,235 USAir
shares.

Pyramis Global Advisors, LLC, an indirect wholly owned subsidiary
of FMR LLC, is the beneficial owner of 1,217,000 shares
comprising 1.326% of the outstanding US Airways common stock by
virtue of its service as an investment adviser to institutional
accounts, non-U.S. mutual funds, or investment companies owning
the shares.

Edward C. Johnson 3d and FMR LLC, through their control of
PGALLC, each has sole dispositive power over and sole power to
vote or to direct the voting of 1,217,000 shares of common stock
owned by the institutional accounts or funds advised by PGALLC.

Pyramis Global Advisors Trust Company, an indirect wholly owned
subsidiary of FMR LLC, is the beneficial owner of 1,111,300
shares or 1.211% of the outstanding Common Stock of the US
Airways Group, Inc., as a result of its serving as investment
manager of institutional accounts owning the shares.

Edward C. Johnson 3d and FMR LLC, through their control of
Pyramis Global Advisors Trust Company, each has sole dispositive
power over 1,111,300 shares and sole power to vote or to direct
the voting of 996,600 shares of Common Stock owned by the
institutional accounts managed by PGATC.

Fidelity International Limited, Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-
U.S. investment companies and certain institutional investors.  
FIL, is the beneficial owner of 1,076,601 shares or 1.173% of the
Common Stock outstanding of the Company.

There were 91,868,160 total shares outstanding of US Airways
Group, Inc., common stock as of February 15, 2008.

2. D.E. Shaw & Co.

D.E. Shaw & Co., reported to the SEC on Feb. 14, 2008, that it
owns 1,850,241 shares of US Airways Group Inc. common stock as of
December 31, 2007.  The shares constitute 2% of the total stock
outstanding.

3. Wellington Management Company, LLP

In a regulatory filing with the SEC dated Feb. 15, 2008,
Wellington Management Company, LLP, disclosed it beneficially owns
as of Dec. 31, 2007, 5,111,582 shares of US Airways Group, Inc.'s,
common stock, representing 5.58% of the  US Airways shares
outstanding.

The company has shared voting and shared dispositive power on
account of all the shares.

Wellington's stake include 642,858 shares with shared voting
power and 5,103,882 with shared dispositive power.

4. Barclays Global Investors (Deutschland) AG

Barclays Global Investors (Deutschland) AG disclosed in a
regulatory filing with the SEC dated Feb. 14, 2008, that as of
Dec. 31, 2007, it beneficially owned 5,072,907 shares of US
Airways Group, Inc.'s, common stock, representing 5.54% of the
shares outstanding.

Barclays Deutschland has the sole power to vote or to direct the
vote of 4,222,774 of the shares it owns and to dispose or to
direct the disposition of all its shares.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 156; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


UTGR INC: Weak Credit Metrics Spurs S&P's Rating Downgrade to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on UTGR
Inc. as: the corporate credit rating was lowered to 'B-' from
'B+'.   At the same time, the ratings were placed on CreditWatch
with negative implications.
      
"The downgrade and CreditWatch placement reflect sustained
weakness in the company's credit metrics due to meaningful
underperformance by Twin River relative to our expectations and
heightened competitive conditions in the Connecticut, New York,
and Rhode Island gaming markets," explained Standard & Poor's
credit analyst Ben Bubeck.  "In addition, we expect operating
results for casino operators across the U.S. to be somewhat soft
over the near term, given the current status of the economy.   
Furthermore, while the expansion of Twin River was recently
completed, failure to successfully, and rapidly, grow the EBITDA
base would likely strain the company's liquidity position over the
near term."
     
In resolving the CreditWatch listing, S&P will continue to monitor
the performance of the property and track the progress in growing
the cash flow base.  Failure to demonstrate an ability to drive
sustained improvements to credit metrics over the near term could
result in a further lowering of the rating, which may not be
limited to one notch.


VALEANT PHARMA: To Restate Financial Statements Due to Errors
-------------------------------------------------------------
Valeant Pharmaceuticals International disclosed in a regulatory
filing that its Board of Directors on March 1, 2008, determined
that certain of the company's annual and interim financial
statements, earnings press releases and similar communications,
should no longer be relied upon.

During the preparation process for the 2007 Annual Report on Form
10-K, the company identified certain accounting errors related to
certain foreign operations which primarily arose during the period
Jan. 1, 2002, to Sept. 30, 2007, and, in aggregate, would have
resulted in a net charge to income from continuing operations
before income taxes of approximately $2.8 million to correct the
cumulative effect of the errors in the fourth quarter of 2007.

These included adjustments impacting annual periods prior to 2007
with a cumulative charge to income from continuing operations
before income taxes of approximately $5.2 million as of Jan. 1,
2007.  The adjustments also included items originating in the
first, second and third quarters of 2007 with a net benefit to
income from continuing operations before income taxes of
approximately $2.4 million.  

The errors and the estimated cumulative effect of the corrections
are:

  a. Increase in reserves for anticipated product returns based on
     historical trends and for certain credit memos in Mexico, the
     cumulative effect of which is an expected reduction in  
     revenue of approximately $4.0 million;
    
  b. Decrease in revenues associated with sales to certain
     customers in Italy where preexisting rights of return became
     known in the fourth quarter of 2007, the cumulative effect of   
     which is an estimated reduction of revenues of approximately
     $1.8 million;

  c. Decrease in costs of goods sold related to bookkeeping errors
     in recording inventory costing and manufacturing variances in
     the UK and France, the cumulative effect of which is an
     expected reduction in cost of goods sold and a corresponding
     increase in gross profit of approximately $4.9 million;
    
  d. Increase in pension expense in the UK and the Netherlands
     resulting from incorrect application of Statement of
     Financial Accounting Standard No. 87, Employers Accounting
     for Pensions, the cumulative effect of which is an expected
     increase in general and administrative expenses of
     approximately $1.9 million; and
    
  e. Increase in income tax expense due to correction of deferred
     income taxes in certain foreign locations resulting in a
     decrease in income of approximately $500,000.  Additionally
     income tax expense is reduced by approximately $800,000
     resulting from the income tax effects of the pre-tax
     adjustments described above.

                  About Valeant Pharmaceuticals

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International (NYSE: VRX) -- http://www.valeant.com/-- is a  
global specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of neurology, infectious disease and
dermatology.

                        *     *     *

In January 2007, Moody's Investors Service confirmed the ratings
of Valeant, including the B2 Corporate Family Rating, and
concluded the rating review for possible downgrade, which was
first initiated on Oct. 23, 2006.  Ratings hold to date.


VALLEJO CITY: Council Approves Plans to Avoid Bankruptcy
--------------------------------------------------------
The Vallejo city council approved this week resolutions to prevent
the city from filing for bankruptcy by the end of the month,
reports say.

The council approved a tentative agreement with the Vallejo Police
Officers Association and the International Federation of
Firefighters in relation to a contract that expires June 30.  
Under the agreement, Vallejo police and firefighters will give up
6.5 percent of an 8.5 raise they received last year and accept 50
percent of leave buyouts.  The union members will vote on the
tentative agreement by Friday.

The council also approved a resolution approving a fiscal
emergency plan that will amend the 2007-2008 budget and eliminate
38 budgeted positions, including 16 layoffs.  The final vote on
the emergency plan was scheduled for Tuesday.  There are no
updates regarding the voting results as of press time.

The city faces a $13.2 million 2007-2008 general fund operating
deficit and a negative funding balance of $9 million on June 30.  
It needs to have a long-term financial plan ready by April 22 to
meet its deadlines to approve a balanced budget for the next
fiscal year.  If agreements are not reached by April 22, the
Council will consider a bankruptcy resolution in late April or
early May, according to Assistant City Manager Craig Whittom.

A possible bankruptcy filing of Vallejo will be the first for a
California city.  Local business leaders expressed concern over
the effect of a bankruptcy of the city on insurance rates,
according to Vallejo Times-Herald.

Dan Donahue of Vallejo Insurance said that if insurers see a rise
in crime due to a depleted police department, they might move to
raise rates.  Mr. Donahue said he can also envision auto insurance
rates rising as city-provided services dwindle.

Vallejo is a city in Solano County.  As of the 2000 census, the
city had a total population of 116,760.  It is located in the San
Francisco Bay Area on the northern shore of San Pablo Bay.  
According to Vallejo's comprehensive annual report for the
year ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.


VONAGE HOLDINGS: May Modify Terms of $253 Million Convertible Debt
------------------------------------------------------------------
Vonage Holdings Corp. disclosed in a regulatory SEC filing Monday
that the company and its financial advisor are engaged in
preliminary discussions with certain holders of its $253 million
in convertible debt which can be "put" to the company in
December 2008.

In those discussions, the company has explored the possibility of
a transaction in which holders would agree to forego the right to
"put" the convertible notes in December 2008.  

As an inducement for holders to participate in such a transaction,
the company may agree to make certain modifications to the terms
of the convertible notes including, but not limited to (a) an
increase in the interest rate payable under the convertible notes,
(b) a modification of the conversion price of the convertible
notes or (c) a change in maturity date of the convertible notes.

Additionally, as part of a transaction, the company disclosed it
may also agree to (a) redeem a portion of the outstanding
principal of the convertible notes with cash and/or (b) issue
common equity or equity-type securities to participating holders.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband    
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                          *     *     *

At Dec. 31, 2007, the company had $465.0 million in total assets
and $537.4 million in total liabilities, resulting in a
$72.4 million total stockholders' deficit.


WELLS FARGO: Fitch Downgrades Ratings on $536.8MM Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on two Wells Fargo Home
Equity Trust mortgage pass-through certificate transactions.   
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are now removed.  Affirmations total
$370.5 million and downgrades total $536.8 million.  Additionally,
$53.7 million remains on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

WFHET 2007-1
  -- $156.5 million class A-1 affirmed at 'AAA'
     (BL: 57.73, LCR: 2.12);

  -- $208.3 million class A-2 downgraded to 'A' from 'AAA'
     (BL: 35.69, LCR: 1.31);

  -- $25.7 million class A-3 downgraded to 'A' from 'AAA', remains
     on 'Rating Watch Negative' (BL: 34.42, LCR: 1.26);

  -- $23.4 million class M-1 downgraded to 'B' from 'AA-'
     (BL: 29.50, LCR: 1.08);

  -- $15.8 million class M-2 downgraded to 'B' from 'A+'
     (BL: 26.10, LCR: 0.96);

  -- $9.8 million class M-3 downgraded to 'CCC' from 'A'
     (BL: 23.88, LCR: 0.88);

  -- $8.7 million class M-4 downgraded to 'CCC' from 'A-'
     (BL: 21.81, LCR: 0.80);

  -- $8.7 million class M-5 downgraded to 'CC' from 'BBB'
     (BL: 19.67, LCR: 0.72);

  -- $7.9 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 17.68, LCR: 0.65);

  -- $7.6 million class B-1 downgraded to 'CC' from 'BB'
     (BL: 15.71, LCR: 0.58);

  -- $6.8 million class B-2 downgraded to 'CC' from 'B'
     (BL: 14.05, LCR: 0.52);

  -- $4.6 million class B-3 downgraded to 'C' from 'B'
     (BL: 13.12, LCR: 0.48).

Deal Summary
  -- Originators: 100% Wells Fargo Bank;
  -- 60+ day Delinquency: 14.26%;
  -- Realized Losses to date (% of Original Balance): 0.08%;
  -- Expected Remaining Losses (% of Current balance): 27.21%;
  -- Cumulative Expected Losses (% of Original Balance): 25.09%.

WFHET 2007-2
  -- $191.0 million class A-1 affirmed at 'AAA'
     (BL: 65.56, LCR: 2.27);

  -- $22.9 million class A-2 affirmed at 'AAA',
     (BL: 60.56, LCR: 2.09);

  -- $96.4 million class A-3 downgraded to 'A' from 'AAA'
     (BL: 39.28, LCR: 1.36);

  -- $28.0 million class A-4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 33.48, LCR: 1.16);

  -- $24.8 million class M-1 downgraded to 'CCC' from 'A+'
     (BL: 27.44, LCR: 0.95);

  -- $13.7 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 23.99, LCR: 0.83);

  -- $7.9 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 21.89, LCR: 0.76);

  -- $7.4 million class M-4 downgraded to 'CC' from 'BBB'
     (BL: 19.84, LCR: 0.69);

  -- $7.2 million class M-5 downgraded to 'CC' from 'BBB-'
     (BL: 17.78, LCR: 0.61);

  -- $4.9 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 16.24, LCR: 0.56);

  -- $4.2 million class M-7 downgraded to 'CC' from 'B'
     (BL: 14.87, LCR: 0.51);

  -- $4.2 million class M-8 downgraded to 'C' from 'B'
     (BL: 13.53, LCR: 0.47);

  -- $3.5 million class M-9 downgraded to 'C' from 'B'
     (BL: 12.42, LCR: 0.43);

  -- $3.5 million class B-1 downgraded to 'C' from 'CCC'
     (BL: 11.32, LCR: 0.39);

  -- $3.9 million class B-2 downgraded to 'C' from 'CCC'
     (BL: 10.29, LCR: 0.36).

Deal Summary
  -- Originators: 100% Wells Fargo Bank;
  -- 60+ day Delinquency: 15.20%;
  -- Realized Losses to date (% of Original Balance): 0.07%;
  -- Expected Remaining Losses (% of Current balance): 28.93%;
  -- Cumulative Expected Losses (% of Original Balance): 27.00%.

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.


WESTWAYS FUNDING: Moody's Reviews Nine Note Ratings for Downgrade
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
downgrade nine classes of notes issued by Westways Funding XI,
Ltd., a Market Value CDO issuer.  These are the rating actions:

(1) $202,000,000 Class A-PT Floating Rate Senior Notes Due 2013

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

(2) $30,000,000 Class LA Senior Loan Interests Due 2013

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

(3) $191,750,000 Class A-1 Floating Rate Senior Notes Due 2013

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

(4) $63,000,000 Class A-2 Floating Rate Senior Notes Due 2013

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

(5) $31,500,000 Class B Floating Rate Senior Subordinate Notes Due
2013

  -- Current Rating: Baa2, on review for downgrade
  -- Prior Rating: A2, on review for downgrade

(6) $21,500,000 Class LB Subordinate Loan Interests Due 2013

  -- Current Rating: Baa2, on review for downgrade
  -- Prior Rating: A2, on review for downgrade

(7) $31,500,000 Class C Floating Rate Subordinate Notes Due 2013

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(8) $8,500,000 Class LC Subordinate Loan Interests Due 2013

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(9) $31,500,000 Class D Floating Rate Junior Subordinate Notes Due
2013

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: B2, on review for downgrade

Moody's noted that while the underlying assets are composed of
agency and non-agency Aaa-rated mortgage backed securities, the
unprecedented illiquidity in the market for mortgage-backed
securities has created a high level of uncertainty around the
valuation of the assets.  

Moody's has observed continued deterioration in the credit
enhancement levels for the rated notes due to:

1) increased disparity between the marked-to-market values of the
underlying assets and realized sales prices, and

2) continued price declines in the market value of the collateral
portfolio in recent weeks.


XM SATELLITE: S&P Puts 'CCC+' Ratings on CreditWatch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on Washington, District of Columbia-
based XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc.
(CCC+/Watch Developing/--) to developing from positive.  S&P
initially placed the ratings on CreditWatch, with positive
implications, on Feb. 20, 2007, based on the company's definitive
agreement to an all-stock "merger of equals" with Sirius Satellite
Radio Inc. (CCC+/Watch Developing/--).
      
"This action reflects our concern that if the merger isn't
approved, XM as a standalone company could face several
refinancing challenges in 2009," explained Standard & Poor's
credit analyst Michael Altberg.
     
In addition, the CreditWatch action incorporates S&P's view of
XM's recent $187.5 million drawdown on its $250 million revolving
credit facility to help cover certain contractual commitments and
incremental royalty payments, which S&P believes is an indication
that as a standalone company XM might require additional funding
before it can generate consistently positive free cash flow.  The
revision of CreditWatch implications doesn't reflect any new
information regarding the potential merger, which is still
awaiting a decision from the Department of Justice and FCC, nor
does it increase or decrease S&P's estimated probability of the
merger being approved.
     
The company's $400 million of 1.75% convertible senior notes are
due on Dec. 1, 2009.  The senior notes, which can be converted at
the option of the holder, are significantly "out of the money,"
with a conversion price of $50 per share.  Total maturities for
2009 are roughly $630 million, including the $187.5 million that
was drawn on the revolving credit facility as of Feb. 27, 2008,
which matures on May 5, 2009.  As of Dec. 31, 2007, the company
had $156.7 million of cash on hand, down from $231 million at the
end of the September quarter.  S&P believes the rate of cash
consumption should decline somewhat in 2008 due to lower capital
expenditures related to its satellite infrastructure, but S&P is
concerned that if the merger isn't approved and the current tight
credit environment remains unchanged in 2009, XM could face
refinancing challenges.
     
CreditWatch developing indicates that S&P might raise or lower the
ratings, depending on the outcome of the proposed merger.  If the
merger is approved, S&P still expects upgrade potential to be
limited to one notch.  This will depend on its estimate of when
the surviving company will achieve expected cost savings and
financial self-sustainability.  S&P believes a combined company
could achieve significant initial operating cost savings.  A
merger would also entail longer-term capital investments to
rationalize and consolidate the two satellite and terrestrial
infrastructures before all expected cost savings could be
realized.  If the merger is not approved, S&P could lower the
ratings unless it becomes convinced the company can address its
standalone liquidity needs and progress steadily to financial
self-sustainability.  S&P will continue to monitor developments
surrounding the proposed merger.


ZIFF DAVIS: Files Chapter 11 Protection in New York
---------------------------------------------------
Ziff Davis Holdings Inc. and certain of its affiliates filed
Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern
District of New York, in order to implement a restructuring and
improve its capital structure.  The company intends to implement
the restructuring through a pre-arranged plan of reorganization
that the company intends to file.

The company intends to seek Court approval of the pre-arranged
plan soon as possible.  Ziff Davis expects operations to continue
as usual during the reorganization process and expects to emerge
from Chapter 11 this summer.

Ziff Davis Media Inc., an indirect subsidiary of Ziff Davis,
reached an agreement with an ad hoc group of holders of more than
80% in principal amount of its Senior Secured Floating Rate Notes
on the terms of a restructuring to reduce substantially the
company's funded indebtedness.

As part of the restructuring, the ad hoc noteholder group has
agreed to set aside up to $24.5 million to fund the company's
operations during the Chapter 11 as well as after the company
emerges from Chapter 11.

These funds, together with the company's current cash reserves and
cash flow from operations, will be sufficient to fund its
operations during the reorganization process.  In addition, the
restructuring, if approved by the Court, will result in a
substantial de-leveraging of the company's balance sheet.

Specifically, $225 million, principal amount of senior secured
indebtedness, including the Senior Secured Notes, will be
exchanged for a new $57.5 million, maximum face amount, senior
secured note and at least 88.8% of the common stock in the
reorganized company.

The restructuring provides for 11.2% of the reorganized company's
common stock to be distributed to holders of the company's
subordinated unsecured notes if the class of such holders votes to
accept the restructuring.  Holders of the company's subordinated,
unsecured notes have not yet agreed on the restructuring; however,
the company relates the restructuring plan can be approved by the
Court without their agreement.
    
"This agreement underscores our Senior Secured Noteholders'
confidence in our ability to position ourselves for continued
profitable growth," Jason Young, chief executive officer of Ziff
Davis Media, said.  "This restructuring agreement goes a long way
towards resolving the burdens of a debt load and capital structure
established seven years ago, during a leveraged buyout of the
company."
    
"Operationally, we are also making great progress," Mr. Young
continued.  "As a result of our employees' hard work, we ended
2007 on a strong note.  We matched audience growth with impressive
digital revenue expansion.  And while the print market continued
to be challenging, we continue to be print category leaders in the
markets we serve."
    
Ziff Davis also disclosed that, despite good faith negotiations
with certain of its subordinated unsecured noteholders, the
company has been unable to reach a consensual agreement with such
holders.  The company intends to work with its constituencies,
including its subordinated unsecured noteholders, throughout the
Chapter 11 process.
    
"In light of the progress we have made with our senior secured
creditors, and after careful consideration of all of our
alternatives, we have concluded that a court-supervised process
will accelerate - and finalize - our restructuring while helping
to ensure that current business operations continue," Mr. Young
added.  

"Through this process, we will improve our capital structure and
align it with the size of our current business operations," said
Mr. Young.  "We have great strength in our industry leading brands
and products and we believe that this restructuring will allow us
to unlock the underlying value of our businesses and achieve our
true growth potential."
    
In conjunction with this filing, the company filed a variety of
customary "first day" motions to support its employees and vendors
during the reorganization process.  As part of these motions, the
company has asked the Court for permission to continue paying
employee wages and salaries and to provide employee benefits
without interruption.

Additionally, during the restructuring process, vendors and
business partners would expect to be paid for post-filing goods
sold and services rendered to the Company in the ordinary course
of business.
    
Ziff Davis has retained Alvarez & Marsal as financial and
restructuring advisor and Winston & Strawn LLP as legal counsel to
provide professional services in connection with these
restructuring efforts.  The ad hoc noteholder group is advised by
Houlihan Lokey Howard & Zukin and Paul, Weiss, Rifkind, Wharton &
Garrison LLP.
                  About Ziff Davis Holdings Inc.

Headquartered in New York City, Ziff Davis Holdings Inc. --
http://www.ziffdavis.com/-- is the parent company of Ziff Davis   
Media Inc. is an integrated media company serving the technology
and videogame markets.  Ziff Davis currently reaches over 26
million people a month through its portfolio of 15 websites, three
award-winning magazines, consumer events and direct marketing
services. The company is headquartered in New York and also has
offices and labs in San Francisco and Boston.  Ziff Davis exports
its brands internationally in 45 countries and 13 languages.

At June 30, 2007, the company's balance sheet showed total assets
$0.27 billion and total liabilities of $1.55 billion, resulting to
total stockholders' deficit of $1.28 billion.

                        Going Concern Doubt

Grant Thornton LLP, in New York, expressed substantial doubt about
Ziff Davis Holdings Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
reported that the company has incurred a net loss of approximately
$133.8 million during the year ended Dec. 31, 2006, and as of said
date, working capital deficit and accumulated deficit of
approximately $21 million and $1.2 billion.


ZIFF DAVIS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Ziff Davis Media, Inc.
             1up
             3D Gamegauge
             BatteryMark
             Business 4 Site
             Computer Gaming World
             Computer Life
             Connected Investor
             Cookie Cop
             CPUMark
             Cranky Geeks
             Digital Café
             Digital Life
             DigitalLifeTV
             DL. TV
             E Shopper
             Easy Internet
             Education Direct
             EGM
             EGM2
             Electronic Gaming Monthly
             Expert Gamer
             ExtremeTech
             Family PC
             Fastest Geek
             FileFront
             FreshMarks
             Gamedisc
             Gaming Industry News
             GameNow
             Gazerk
             Gearlog
             Internet Life
             Internet Solutions
             Internet Underground
             NetBench
             Oldway Netway
             PC Computing
             PC Expert
             PC Labs
             PC Magazine
             PC Professionell
             PCmag.com
             Pocket Games
             ProductWire
             Secret Weapons
             ServerBench
             SpeedRate
             Startup Cop
             Sync
             The 1up Show
             TM Media
             VivaFusion
             Zcast.tv
             Ziff Davis
             Ziff Davis Internet
             Ziff Davis Media
             Ziff Davis Smart Business for the New Economy
             28 East 28th Street
             New York, NY 10016

Bankruptcy Case No.: 08-10768

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Ziff Davis Development Inc.                08-10769
        Ziff Davis Holdings Inc.                   08-10771
        Ziff Davis Intermediate Holdings Inc.      08-10772
        Ziff Davis Internet Inc.                   08-10773
        Ziff Davis Publishing Inc.                 08-10774
        Ziff Davis Publishing Holdings Inc.        08-10775

Type of Business: The Debtors are integrated media companies
                  serving the technology and videogame markets.  
                  They are information services and marketing
                  solutions providers of technology media,
                  including publications, Websites, conferences,
                  events, eSeminars, eNewsletters, custom
                  publishing, list rentals, research and market
                  intelligence.  Their US-based media properties
                  reach over 22 million people per month at work,
                  home and play.  They operate in three segments:
                  the Consumer Tech Group, which includes PC
                  Magazine and pcmag.com; the Enterprise Group,
                  which includes eWEEK and eweek.com, and the Game
                  Group, which includes Electronic Gaming Monthly
                  and 1up.com.  See http://www.1up.com/,
                  http://www.1up.tv/,http://www.1upnetwork.mobi/,
                  http://www.3dwinbench.com/,
                  http://www.alttabit.com/,
                  http://www.americasfastestgeek.com/,
                  http://www.appscout.com/,
                  http://www.browsercomp.com/,
                  http://www.business4site.com/,
                  http://www.cestv.com/,http://www.cgw.mobi/,
                  http://www.cgwgaming.com/,
                  http://www.cgwmag.mobi/,
                  http://www.cgw-marketing.com/,
                  http://www.cgw-zannounce.com/,
                  http://www.complife.com/,
                  http://www.computergamingworld.com/,
                  http://www.computergamingworld.info/,
                  http://www.computerlife.com/,
                  http://www.crankygeeks.com/,
                  http://www.digitalife.com/,
                  http://www.digitallife.mobi/,
                  http://www.digitallife.tv/,
                  http://www.digitallife-zannounce.com/,
                  http://www.dl.tv/,http://www.dupeless2.com/,
                  http://www.dupelesstwo.com/,
                  http://www.egam-marketing.com/,
                  http://www.egam-zannounce.com/,
                  http://www.egm.info/,http://www.egmglobal.com/,
                  http://www.egminternational.com/,
                  http://www.egmmag.com/,http://www.egmmag.mobi/,
                  http://www.egm-marketing.com/,
                  http://www.egm-zannounce.com/,
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Chapter 11 Petition Date: March 5, 2008

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Carey D. Schreiber, Esq.
                     (cschreiber@winston.com)
                  Winston & Strawn, LLP
                  200 Park Avenue
                  New York, NY 10166
                  Tel: (212) 294-3547
                  Fax: (212) 294-4700

Ziff Davis Media, Inc's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:    $500 million to $1 billion

Debtors' Consolidated List of 29 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Deutsche Bank Trust Company    Compounding Notes     $152,500,000
Americas,                      due 2009
Indenture Trustee
Attention: Stanley Burg
   (stan.burg@db.com)
Trust & Securities Services
60 Wall Street, 27th Floor
MS NYC60-2720
New York, NY 10005-2858
Fax: (212) 787-0022
and
Deutsche Bank Trust Company
Americas
Attention:
Irinia Golovashchuk
   (irina.golovashchuk-ctas@db.com)
Corporate Trust & Agency
Services
25 DeForest Avenue
Second Floor, MS SUM01-0105
Summit, NJ 07901
Fax: (732) 578-4635

                               12% Senior            $12,280,000
                               Subordinated
                               Notes due 2010

R.R. Donnelley & Sons          Trade Debt            $3,896,922
Attention: Mr. Al duPont
   (al.r.dupont@rrd.com)
99 Park Avenue, 13th Floor
New York, NY 10016
Tel: (212) 503-1461
Fax: (212) 503-1313

Goldman Sachs                  Services Provided     $900,000
Attention: Bruce Mendelsohn
   (Bruce.Mendelsohn@gs.com)
85 Broad Street
New York, NY 10004
Tel: (212) 902-0300
Fax: (212) 902-3000

800 Jorie Blvd. L.L.C.         Rent                  $705,000
1383 Paysphere Circle
Chicago, IL 60674
Attention: James F. Ellis
Ellis Partners, Inc.
433 California Street,
Suite 610
San Francisco, CA 94104,
and
Attention: Daniel Hefter, Esq.
   (dhefter@fhslc.com)
Fox, Hefter, Swibel, Levin &
Carroll, LLP
321 North Clark Street,
Suite 3300
Chicago, IL 60610
Tel: (312) 224-1200
Fax: (312) 224-1201

American Express- Weston FL    Trade Debt            $657,560
Attention: Lucey B. Healey
   (Lucey.B.Healey@aexp.com)
2965 West Corporate Lakes
Boulevard
Weston, FL 33331
Tel: (623) 388-4360
Fax: (623) 388-4360
and
American Express
5976 West Topika Drive
Glendale, AZ 85308

Sony Computer Entertainment    Trade Debt            $631,264
Attention: Jim Bass
   (jim_bass@playstation.sony.com)
919 East Hillsdale Boulevard
Foster City, CA 94404
Tel: (650) 655-6099
Fax: (650) 655-8170

Perella Weinberg Partners, LP  Services Provided     $401,091
Attention: Derron Slonecker,
Esq.
   (dslonecker@pwpartners.com)
767 Fifth Avenue
New York, NY 10153
Tel: (212) 287-3200
Fax: (212) 287-3201

Kable Fulfillment              Trade Debt            $316,646
Attention: Amy Bardell
   (abardell@kable.com)
4515 Paysphere Circle
Chicago, IL 60674
Tel: (303) 666-7000
Fax: (815) 734-5223
and
Kable Fulfillment
335 Centennial Parkway
Louisville, CO 80027

Limelight Networks             Trade Debt            $162,764
Attention: Mark Smith
   (msmith@limelightnetworks.com)
2220 West 14th Street
Tempe, AZ 85281
Tel: (602) 850-5079
Fax: (602) 850-5238

Cogent Communications          Trade Debt            $129,850
Attention: Tad Weed
   (tweed@cogentco.com)
1015 31st Street, Northwest
Washington, DC 20007
Tel: (202) 295-4200
Fax: (202) 338-8798

O'Melveny & Myers, LLP         Services Provided     $103,759
Attention: Michael J. Sage
   (msage@omm.com)
Times Square Tower
7 Times Square
New York, NY 10036
Tel: (212) 326-2000
Fax: (212) 326-2061

Solar Communications           Trade Debt            $85,014
Attention: Michael Hudetz
   (mhudetz@solarcc.com)
5917 Paysphere Circle
Chicago, IL 60674
Tel: (630) 848-3844
Fax: (630) 983-5880
and
Solar Communications
1150 Frontenac Road
Naperville, IL 60563-1799

Three Z Printing               Trade Debt            $82,963
Attention: Brian Jansen
   (bjansen@threez.com)
902 West Main Street
Teutopolis, IL 62467
Tel: (217) 857-3153
Fax: (217) 857-3483

Xtivia                         Trade Debt            $81,520
Attention: Canan Coban
   (ccoban@xtivia.com)
2035 Lincoln Highway,
Suite 1010
Edison, NJ 08817
Tel: (732) 248-9399, 6050
Fax: (732) 248-9399

Isilon Systems, Inc.           Trade Debt            $73,456
Attention: Jennifer Pressley
   (jpressley@isilon.com)
3101 Western Avenue
Seattle, WA 98121
Tel: (206) 777-7886
Fax: (206) 315-7640

ValueMags                      Trade Debt            $52,698
Attention: Andrew Degenholtz
   (andrew@valuemags.com)
212 West Superior Street,
Suite 202
Chicago, IL 60610
Tel: (312) 482-9470
Fax: (312) 577-0471

National MicroRentals          Trade Debt            $46,705
Attention: Mary Anne Ott
   (mott@nmrrents.com)
28 Abeel Road
Monroe Township, NJ 08331-2036
Tel: (609) 395-0550
Fax: (609) 395-7142

DoubleClick TechSolutions      Trade Debt            $44,145
Attention: Sharon Dhanraj
   (techsol_us_billing@doubleclick.net)
111 Eighth Avenue, 10th Floor
New York, NY 10011
Tel: (973) 658-3029
Fax: (212) 287-9520

SunGard                        Trade Debt            $42,129
Attention: Tony Marevel
757 North Eldridge Street,
Suite 200
Houston, TX 77079
Attention: Lawrence Lee
   (llee@allyance.net)
Allyance Communications
17110 Armstrong Avenue,
2nd Floor
Irvine, CA 92614
Tel: (949) 863-0051
Fax: (949) 480-0037
and

Aspire Technology Partners,    Trade Debt            $39,150
LLC
Attention: Doug Stevens
   (dstevens@atp-us.com)
121 Monmouth Street
Red Bank, NJ 07701
Tel: (732) 345-8523
Fax: (732) 879-0210

Advantage Security             Trade Debt            $39,075
Attention: Caroline Gagliardi
   (cgagliardi@advantagesecurity.net)
232 Madison Avenue, Suite 16
New York, NY 10016
Tel: (212) 689-0200
Fax: (212) 481-9706

Comsys Services                Trade Debt            $36,990
Attention: Amy Bobbitt
4400 Post Oak Parkway,
Suite 1800
Houston, TX 77027
Tel: (713) 386-1400
Fax: (713) 961-0719

Princeton Information          Trade Debt            $35,712
Attention: Jeffrey Zuckerman
   (jeffrey.zuckerman@princetoninformation.com)
2 Penn Plaza, Suite 1100
New York, NY 10121
Tel: (212) 565-5030
Fax: (212) 563-5919

VoltDelta Resources, LLC       Trade Debt            $32,364
Attention: Gene D. Goodman
   (ggoodman@maintech.com)
MainTech
39 Paterson Avenue
Wallington, NJ 07057
Tel: (973) 330-3263
Fax: (973) 330-3187

ONE PR Studio                  Trade Debt            $30,870
Attention: Jeane Wong
   (jeane@oneprstudio.com)
3645 Grand Avenue, Suite 305
Oakland, CA 94610
Tel: (510) 893-3271
Fax: (510) 893-2581

Terracotta Inc.                Trade Debt            $30,000
Attention: Sandy Wallace
   (info@terracottatech.com)
650 Townsend Street, Suite 325
San Francisco, CA 94103
Tel: (415) 738-4062
Fax: (415) 738-4099

Zinio Systems                  Trade Debt            $29,023
Attention: Jared Katzman
   (jkatzman@zinio.com)
139 Townsend Street, Suite 300
San Francisco, CA 94107
Tel: (415) 494-2732
Fax: (415) 494-2701

Clear Channel Communications,  Trade Debt            $27,999
Inc.
Attention: Nicole Merino
   (nicolemerino@clearchannel.com)
1120 Avenue of the Americas,
18th Floor
New York, NY 10036
Tel: (212) 549-0628
Fax: (917) 206-9169
and
Clear Channel Communications, Inc.
Corporate Headquarters
200 East Basse Road
San Antonio, TX 78209

omeda                          Trade Debt            $27,136
Attention: Jun Lim
   (jlim@omeda.com)
555 Huehl Road
Northbrook, IL 60062
Tel: (847) 564-8900 x371
Fax: (847) 564-3359

PC Connection                  Trade Debt            $25,216
Attention: Stephanie Simpson
   (ssimpson@pcconnection.com)
730 Milford Road
Merrimack, NH 03054
Tel: (800) 426-5772
Fax: (603) 683-5797


* Moody's Sees Inauspicious Recovery of CDO Performance in 2008
---------------------------------------------------------------
Structured-finance collateralized debt obligations performance is
unlikely to turn around in 2008 as the difficult market conditions
that prevailed during the second half of 2007 remain, says Moody's
Investors Service in its annual sector outlook and review report
on CDOs.  In fact, Moody's expects to see significantly negative
rating activity on SF CDOs during 2008 given the rating agency's
higher loss projections on subprime and Alt-A mortgages.

Moody's also expects continued deterioration in corporate credit
quality in 2008, which may negatively affect the ratings of
synthetic CDOs backed by pools of corporate names.  However, cash
flow collateralized loan obligations, which have built-in credit
protection measures, are not expected to experience widespread
downgrades despite the rise in corporate defaults expected in the
coming year.

The key question for 2008 CDO issuance levels in general, says
Moody's, is at what point investor confidence will be restored.

"A full recovery in the CDO markets is unlikely until the effects
of the subprime mortgage crisis have been fully measured,
especially the effects on financial institutions," says Moody's
Jian Hu, a Senior Vice President in the U.S. Derivatives Group and
the primary author of the report.  "In addition to performance
considerations, investor demand will also be driven by the
market's capacity to respond to an increased desire for
information transparency in terms of underlying and structural
risks."

"While credit spreads have widened in general, the increases have
been particularly sharp for CDO liabilities, resulting in much
reduced relative arbitrage opportunities," says Hu.

Issuance of SF CDOs in the US is likely to be minimal in 2008
whereas that of synthetic corporate CDOs is expected to be much
lower than those in 2006 and 2007.  Meanwhile, the issuance of
cash-flow CLOs will become increasingly active, but a lot will be
dependent on the conditions in the primary leveraged loan market
and the arbitrage opportunity of structuring CLOs.  In general,
Moody's expects the bulk of CDO issuance in 2008 to be cash-flow
CLOs and synthetic corporate CDOs.

The full report, "2008 U.S. CDO Outlook and 2007 Review: Issuance
Down in 2007 Triggered by Subprime Mortgages Meltdown; Lower
Overall Issuance Expected in 2008," is available on moodys.com.


* Moody's Reports on Refunding Risks for Speculative-Grade Issuers
------------------------------------------------------------------
The relatively benign maturity schedule of speculative-grade
companies belies the increasing risk of default they face amid the
fallout from the subprime crisis, says Moody's Investors Service
in its tenth annual report on refunding risks in the US corporate
high-yield bond, leveraged-loan and convertible-bond markets.

"The overall refunding risk is high for speculative-grade bonds
and bank credit facilities as volatile capital market conditions
outweigh slight improvements in ratings over the last year," says
Moody's Vice President/Senior Credit Officer Kevin Cassidy.  "The
ongoing market and financial pressureincluding the heightened
potential for covenant violationstrumps the apparent ebb in
speculative-grade companies' refinancing needs."

Spec-grade companies face high refinancing risk in light of the
continued uncertainty in the credit markets, including financial
challenges at large banks and bond insurers, a continued housing
market slump and tighter bank lending requirements.

While the dollar amount of speculative-grade debt to be refinanced
during the three year period 2008-2010 is slightly higher than the
amount reported in last year's refunding study, it's lower than
the amount reported in Moody's 2004, 2005 and 2006 refunding
studies.

For the three-year period from 2008-2010, Moody's study also shows
that refunding needs have shifted toward bank credit facilities
from bonds, reflecting the recent low interest rate period during
which the leveraged loan market grew rapidly.

An examination of 300 Moody's speculative-grade corporate issuers
shows that $86 billion in credit facilities and corporate bonds
are scheduled to mature between 2008 and 2010.  The maturity
schedule is as follows: $13 billion in 2008, $28 billion in 2009,
and $45 billion in 2010.

Moody's projects the default rate for the universe of US
speculative-grade issuers to increase sharply to 5.3% by the end
of 2008 from 0.9% in 2007the lowest it had been since 1981 when
the default rate stood at 0.7%.


* S&P Downgrades 52 Tranches' Ratings From 11 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 52
tranches from 11 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 46 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
$2.410 billion.  Nine of the 11 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 other two transactions are CDO of CDO transactions that were
collateralized at origination primarily by notes from
other CDOs, as well as by tranches from RMBS and other SF
transactions.
     
This 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 2,186 tranches from 536 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, 1,289 ratings from 314 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $171.656 billion of CDO issuance.  
Additionally, S&P's ratings on $177.299 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.     

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
   -----------                  -----      --      ----
FAB US 2006-1 PLC               S          AAA     AAA/Watch
Neg           
FAB US 2006-1 PLC               A1         BBB-    AAA/Watch
Neg           
FAB US 2006-1 PLC               A2         B+      AAA/Watch
Neg            
FAB US 2006-1 PLC               A3         CCC+    AA/Watch
Neg             
FAB US 2006-1 PLC               A4         CC      A-/Watch
Neg             
FAB US 2006-1 PLC               B          CC      BB+/Watch
Neg           
FAB US 2006-1 PLC               C          CC      B-/Watch
Neg            
Fort Point CDO I Ltd.           A-3a       AA-     AA/Watch
Neg             
Fort Point CDO I Ltd.           A-3b       AA-     AA/Watch
Neg            
Fort Point CDO I Ltd.           B          BBB     A-/Watch
Neg           
Fort Point CDO I Ltd.           C          BB      BBB/Watch
Neg             
Huntington CDO Ltd.             B          A       AA/Watch
Neg           
Huntington CDO Ltd.             C-1        BBB-    BBB/Watch
Neg            
Huntington CDO Ltd.             C-2        BBB-    BBB/Watch
Neg         
IMAC CDO 2006-1 Ltd.            A-1        AAA     AAA/Watch
Neg          
IMAC CDO 2006-1 Ltd.            A-2        B       AAA/Watch
Neg           
IMAC CDO 2006-1 Ltd.            B          CCC-    AAA/Watch
Neg          
IMAC CDO 2006-1 Ltd.            C          CC      AA/Watch
Neg             
IMAC CDO 2006-1 Ltd.            D          CC      AA-/Watch
Neg             
IMAC CDO 2006-1 Ltd.            E          CC      BBB+/Watch Neg       
IMAC CDO 2006-1 Ltd.            F          CC      BB/Watch
Neg            
IMAC CDO 2006-1 Ltd.            G          CC      B+/Watch
Neg             
MKP CBO V Ltd.                  A-2        BBB+    AA+/Watch
Neg            
MKP CBO V Ltd.                  B          BB      A-/Watch
Neg              
MKP CBO V Ltd.                  C          B+      BBB+/Watch
Neg           
MKP CBO V Ltd.                  D          B       BBB-/Watch
Neg          
MKP CBO V Ltd.                  E          CCC     B/Watch
Neg              
MKP CBO V Ltd.                  F          CC      CCC-/Watch
Neg           
Neptune CDO 2004-1 Ltd.         A-1LA      AAA     AAA/Watch Neg        
Neptune CDO 2004-1 Ltd.         A-1LB      AAA     AAA/Watch
Neg            
Neptune CDO 2004-1 Ltd.         A-2L       BBB+    AA/Watch
Neg             
Neptune CDO 2004-1 Ltd.         A-3L       BB+     A/Watch
Neg             
Neptune CDO 2004-1 Ltd.         B-1L       BB      BBB/Watch
Neg          
Pine Mountain CDO Ltd.          A-3        AA-     AA
+                        
Pine Mountain CDO Ltd.          B          BBB+    A
+                      
Pine Mountain CDO Ltd.          C          BBB-    BBB+/Watch
Neg         
Pine Mountain CDO Ltd.          D          B-      B/Watch
Neg              
Port Jackson CDO 2007-1 Ltd.    A-1        B       AAA/Watch
Neg           
Port Jackson CDO 2007-1 Ltd.    A-2        CC      AA+/Watch
Neg          
Port Jackson CDO 2007-1 Ltd.    A-3        CC      AA/Watch
Neg             
Port Jackson CDO 2007-1 Ltd.    B          CC      BBB/Watch
Neg            
Port Jackson CDO 2007-1 Ltd.    C          CC      BB+/Watch
Neg            
Port Jackson CDO 2007-1 Ltd.    D          CC      B/Watch
Neg             
Saybrook Point CBO II Ltd.      B-1        A+      A+/Watch
Neg            
Saybrook Point CBO II Ltd.      B-2        A+      A+/Watch
Neg             
Saybrook Point CBO II Ltd.      C-1        BBB     BBB/Watch
Neg         
Saybrook Point CBO II Ltd.      C-2        BBB     BBB/Watch
Neg            
Saybrook Point CBO II Ltd.      Pref Shs   BB+     BB+/Watch
Neg              
South Coast Funding VIII Ltd.   A-1NV      AA
AAA                    
South Coast Funding VIII Ltd.   A-1V       AA
AAA                     
South Coast Funding VIII Ltd.   A-2        A
AAA                     
South Coast Funding VIII Ltd.   B          BBB-    AA/Watch
Neg            
South Coast Funding VIII Ltd.   C          BB+     A/Watch
Neg             
South Coast Funding VIII Ltd.   D          B-      BBB/Watch
Neg          
South Coast Funding VIII Ltd.   E          CCC     BB+/Watch
Neg          
STACK 2005-2 Ltd.               A-1 & A-2  AA      AAA                 
STACK 2005-2 Ltd.               B          BBB+    AAA/Watch Neg       
STACK 2005-2 Ltd.               C          BBB-    AA/Watch
Neg          
STACK 2005-2 Ltd.               D          BB+     A/Watch
Neg             
STACK 2005-2 Ltd.               E          CCC+    BBB/Watch
Neg         
STACK 2005-2 Ltd.               F          CCC-    BB+/Watch
Neg            

                    Other Outstanding Ratings

         Transaction                     Class      Rating  
         -----------                     -----      ------     
         Fort Point CDO I Ltd.           A-1        AAA
         Fort Point CDO I Ltd.           A-2a       AAA
         Fort Point CDO I Ltd.           A-2b       AAA
         Huntington CDO Ltd.             A-1A       AAA
         Huntington CDO Ltd.             A-1B       AAA
         Huntington CDO Ltd.             A-2        AAA
         MKP CBO V Ltd.                  A-1        AAA
         Pine Mountain CDO Ltd.          A-1        AAA
         Pine Mountain CDO Ltd.          A-2        AAA
         Saybrook Point CBO II Ltd.      A          AAA
         

* Fitch Believes Airport Credit Quality Will Remain Stable in 2008
------------------------------------------------------------------
Fitch Ratings believes that global airport credit quality is
expected to remain stable or decline slightly in 2008, reflecting
changing world economic conditions.  In its '2008 World Airports
Outlook' issued, Fitch expects a decline in world demand for air
service for the year, with the world gross domestic product  
expected to slow in 2008.  As growth rates differ in individual
global markets, the outlook on individual airport credits varies
with some airports well-insulated with strong balance sheets
and/or a high level of regulated revenues.  Based on the Fitch
report, highly leveraged transactions are more susceptible to
2008's potential market volatility.

'With the global economy expected to slow throughout 2008, we are
forecasting weakening global performance for airports compared to
2007,' said Jessica Soltz-Rudd, senior director, Fitch Ratings.  
'While air traffic demand will likely decrease compared to last
year there's a core component that will remain stable, as air
travel remains essential to the global economy.'

As air travel demand is correlated to GDP, both regionally and
globally, trends in economic activity influence the capital needs
of airports.  Fitch's forecast states that global economic
prospects have taken a sizable turn for the worse since June 2007.  
A deteriorating outlook in the United States and the effect of the
global credit shock will see industrialized country growth fall
back to 1.8%, well below trend on par with 2003.  While monetary
policy easing is expected to help, it won't be effective until the
second half of 2008 and into 2009.

Based on economic forecasts, Fitch is projecting reduced demand
globally for air service in 2008; however, due to the essential
nature of air travel, a certain core base of traffic is expected.  
Fitch believes the success and proliferation of the low-cost
carriers over the past few years, the high cost of oil, and the
growth of wealth in certain key emerging markets will continue to
propel demand for airport services in certain regional and
individual airports.

Regional Recaps

In Europe, demand is outstripping capacity at the region's three
dominant hubs; however, middle-tier airports may experience
overcapacity should potential airline mergers occur and passenger
traffic develop less dynamically.  The economic slowdown and
financial market turbulence could have an effect on Europe's
largest planned announced airport privatizations.  The airport
development plans for major Asian countries, especially for China
and India, seem unrealistic, given the global capacity to design,
build and operate airports.  The three largest airports in
Australia are undertaking sizable capital plans to accommodate
growth projected through 2015.

In the United States, the economic outlook is expected to
negatively affect passenger traffic, with volume flat to slightly
down from 2007. U.S. airline merger discussions and the
reevaluation of some large airport capital plans will be key focal
points for 2008.  In Latin America, interest in airport
privatization remains strong due to the lack of adequate
infrastructure and government resources, as well as favorable
regulatory environments that tend to be more flexible.  The
region's dramatically increased demand for air service has been
matched by supply from low-cost airlines, creating additional
pressure for capital expenditures.


* Fitch Says Increase in Loans Drove US CDO Delinquencies Up
------------------------------------------------------------
An increase in performing and non-performing matured balloon loans
drove the U.S. commercial real estate loan CDO delinquency rate
for February 2008 to 0.93%, up again from last month's rate of
0.70%, according to the latest CREL CDO Loan Delinquency Index
from Fitch Ratings.  In addition to the matured loans mentioned,
the LDI includes loans that are 60 days or greater delinquent and
repurchased loans.

Further, Fitch noted 47 reported loan extensions in February 2008.  
The majority of the extensions were options contemplated at
closing; however, approximately 20% of these extensions were
modifications from the original loan documents.  The increase in
loan extensions together with the higher number of matured balloon
loans reflects the lower available liquidity in the commercial
real estate market.

Although the overall delinquency rate for CREL CDOs remains low,
it is more than three times the U.S. CMBS loan delinquency rate of
0.27% for January 2008, which was a historical low.  February 2008
is the third consecutive month in which the index has increased.  
The CREL CDO delinquency index is anticipated to be more volatile
than the CMBS delinquency index given the smaller universe of
loans and the more transitional nature of the collateral.  The
Fitch CREL CDO delinquency index tracks approximately 1,100 loans,
while the Fitch CMBS delinquency index covers over 40,000 loans.

The February 2008 loan delinquency index encompasses 14 loans,
which include five loans that are 60 days or more delinquent,
seven matured balloons, and two repurchased loans.

There are six new matured balloons, including three loans secured
by interests in the same collateral, the EOP Macklowe Portfolio.  
The loans, which are secured by interests in four high quality
office buildings located in Midtown Manhattan, matured on Feb. 9,
2008.  The borrower has reportedly been served with a notice of
default by at least one of its lenders.  Interests, including one
B-note and two mezzanine positions, can be found in three separate
Fitch rated CREL CDOs.  Of the other matured balloon loans, one
was repaid in full after the cut off date for this report, while
the other three, including one that appeared in last month's LDI,
have either been extended or requested an extension.

Asset managers also reported that two assets (0.17%) were
repurchased from two separate CDOs in February 2008.  One of the
loans was included in the January 2008 LDI as a matured balloon
loan.  The other repurchased loan was removed to facilitate a loan
modification and extension outside of the CDO.  However, given the
illiquidity in the market, Fitch expects fewer repurchases of
troubled loans and more workouts within the trust.

Although not included in the loan delinquency index, 11 loans,
representing 0.52% of the CREL CDO collateral were 30 days or less
delinquent in February 2008.  This statistic is up significantly
from last month's total of 0.15%.  While five of these loans were
brought current after the cutoff date for this report, the other
loans suggest cause for concern for higher overall delinquencies
next month.

In its ongoing surveillance process, Fitch will increase the
probability of default to 100% for delinquent loans that are
unlikely to return to current.  This adjustment could increase the
loan's expected loss in the cases where the probability of default
was not already 100%.  The weighted average expected loss on all
loans is the credit metric used to monitor the performance of a
CREL CDO.  Issuers covenant not to exceed a certain PEL and Fitch
determines the ratings of the CDO liabilities based on this
covenant.  Fitch analysts monitor the as-is PEL over the life of
the CDO.  The difference between the PEL covenant and the as-is
PEL represents the transaction's cushion for reinvestment and
negative credit migration.

Fitch currently rates 35 CREL CDOs encompassing approximately
1,100 loans with a balance of $23.6 billion.  Fitch's U.S. CREL
CDO LDI will be published during the first week of every month
based on asset manager and servicer reports collected by Fitch's
dedicated CRE CDO surveillance team.

In addition to publishing the monthly Loan Delinquency Index,
Fitch is committed to providing ratings that reflect current
performance and anticipate future credit events.  To achieve this
objective, it is imperative that Fitch's CRE CDO surveillance team
be provided with relevant and up-to-date loan-level information.


* February Bankruptcy Filings Rise 28% Compared to Last Year
------------------------------------------------------------
The New York Times reports that an average of 3,960 bankruptcy
petitions were filed per day in the United States in February, up
18.0% from January and up 28.0% from a year earlier, according to
Automated Access to Court Electronic Records, a bankruptcy data
and management company.

February was the busiest month for filings since the October 2005
law change.

Mr. Jack Williams, a scholar in residence at the American
Bankruptcy Institute and a professor at Georgia State University,
said he expects the number of bankruptcies nationwide to range
between 1.2 million to 1.4 million in 2008, up from 826,732 in
2007; Robert M. Lawless, a professor of law at the University of
Illinois College of Law, said in his bankruptcy blog,  
Creditslips.org., that he expects more than one million.

During the past two months, data shows California registered an
increase in bankruptcy filings of 33.0%, Maryland, 29.0 percent,
and Florida, 26.0%.  Filings declined in 16 states, including
Colorado, Indiana, Ohio, South Dakota, Kansas, and Wyoming.

According to Business Credit Management (UK) Ltd., U.S. consumer
bankruptcy filings rose more than 15.2% nationwide in February as
compared to the previous month, citing the American Bankruptcy
Institute (ABI), on data from the National Bankruptcy Research
Center (NBKRC).  Chapter 13 filings constituted 36.4% of all
consumer cases in February.


* Beard Group's Cross-Border Insolvencies Audio Primer
------------------------------------------------------
Beard Group and the Troubled Company Reporter are pleased to
announce a new audio conference on cross-border insolvencies.

The conference, entitled "The Chapter 15 International Insolvency
Institute: An Audio Primer on Cross-Border Bankruptcy Rules" will
be held on April 3, 2008 at 1:30 PM Eastern Time. It aims to make
international bankruptcy proceedings understandable, in a
convenient, interactive learning format.

The live 90-minute telephone conference with interactive Q&A
session with unlimited enrollment per call-in site will be
presented by two Greenberg Traurig attorneys, Luis Salazar and
Paul Keenan.

Register now at
http://beardaudioconferences.com/bin/shopping_cart?code=BR-
042&type=AC&choice=1
or learn more at
http://beardaudioconferences.com/bin/conference_details?code=BR-
042

In today's multi-national corporate world, cross-border
restructurings trigger special challenges for creditors and
debtors alike.

To avoid mistakes, enroll in this live audio conference, where
international experts will lead you step-by-step through the major
stages of a Chapter 15 filing.

Luis Salazar and Paul Keenan will explain the current Chapter 15
rules, clarify often-confusing terms such as COMI, outline your
legal options, and update you on the latest developments. Salazar
and Keenan will use real-world case studies such as Bear Sterns
and SPhinX Funds to illustrate key concepts and spotlight crucial
court decisions.

You'll receive:

* A logical, easy-to-follow guide to international insolvency
proceedings
* Plain-English explanations of the most important concepts and
buzzwords you need to know
* Snapshots of key decision pathways, including determining main
vs. non-main centers of interest
* Explanations of who's eligible to file for Chapter 15
* Descriptions of pre- and post-recognition relief available
* What are the stay exceptions
* How Chapter 15 relates to EU regulations and other global rules
* Case studies of key court decisions, including
- Tri-Continental Exchange
- SPhinX Funds
- Compania del Alimentos Fargo, S.A.
- Katsumi Iida
* Why the Bear Stearns case is important in determining
jurisdictional oversight
* Practical strategies for today's creditors and debtors facing
international insolvency decisions

Early-Bird Registration Discount

Register by Thursday, March 27, and save $50 off the regular
tuition.

Tuition is $245 prior to March 27; $295 afterwards. Remember, the
tuition includes written materials and an unlimited number of
attendees at each dial-in site.

Continuing Legal Education Credit:

Training is accredited for 1.50 MCLEs in California, and
applications are pending in Texas and Tennessee. New York State
has reciprocity with California. For non-attorneys and attorneys
practicing in other states, Certificates of Attendance are
available upon request.

About the Instructors:

Described as one of South Florida's "legal elite" by Miami's Daily
Business Review, Luis Salazar is a shareholder in the
international law firm of Greenberg Traurig. In his practice, he
counsels a diverse group of clients through difficult situations -
from bet-the-company litigation, to surviving severe financial
distress, to dealing with the consequences of data  breaches.

Luis has led Chapter 11 reorganizations for many well-known
companies - including Gerald Stevens, Fine Air and Arrow Air,
Xpedior, Scient, and  others - with combined assets exceeding $5
billion. He also has led less well-known reorganizations, work-
outs and financial negotiations on behalf of clients  in
the aviation, money-wiring, food service, import-export, and
entertainment fields. He currently serves as the Co-Chair of the
International Insolvency Committee of the American Bankruptcy
Institute.

Paul J. Keenan, Jr., is an attorney in the business reorganization
and bankruptcy practice of Greenberg Traurig's Miami office, where
he represents banks and other lending institutions, debtors,
unsecured creditors and asset purchasers in corporate
restructurings, loan workouts and bankruptcy cases.

Paul speaks Spanish and has significant experience representing
lending institutions and debtors in cross-border corporate
restructurings and loan workouts, primarily in Latin America and
the Caribbean.

His experience includes representing a large Latin American
telecommunications company in all aspects of its corporate and
financial restructuring; representing a major cruise line in the
negotiation, drafting and bankruptcy court approval of a DIP
financing facility; and representing U.S. investors in
corporate restructuring of an Argentine charter airline. Paul is
chair of the Latin America Committee for INSOL International and
the co-author of "Chapter 15: The U.S. Cross-Border Insolvency
Law", included in the latest edition of the PLC Cross-Border
Restructuring and Insolvency Handbook.

How to Register:

1. Call 240-629-3300 and charge the tuition investment of $245
($295 after March 27, 2008) to a major credit card, or

2. Visit www.beardaudioconferences.com for fast and convenient
online registration.

3. Mail a check payable to Beard Audio Conferences to: Beard
Group, P.O. Box 4250, Frederick, MD 21705-4250 (checks must be
received 48 hours prior to conference).

Can't make the scheduled date and time? Order the Audio CD
recording of this conference. Or get the CONFERENCE PLUS option
that allows one to attend the audio conference AND get the Audio
CD recording at a discounted price. For either option, visit
www.beardaudioconferences.com or call (240) 629-3300.

  
* Fulbright & Jaworski Selects Eleven Lawyers to Join Partnership
-----------------------------------------------------------------
Fulbright & Jaworski L.L.P. selected 11 lawyers from within the
firm to join Fulbright's partnership.

Fulbright's new partners include: Michael Thomas Clark, Esq.
Antony James Corsi, Esq., Denise Webb Glass, Esq., Richard D.
Hill, Esq., Matthew H. Kirtland, Esq., Christopher J. Lallo, Esq.,
Michael S. McCoy, Esq., Oscar Rey Rodriguez, Esq., David A.
Rosenzweig, Esq., Bryn Alan Sappington, Esq. and Paul Trahan, Esq.

"We are delighted to welcome this outstanding group of lawyers to
join us as partners during an exciting time in our firm's
history," Steven B. Pfeiffer, chair of Fulbright's executive
committee, said.  "We are strategically adding talented and
experienced lawyers to our worldwide offices."  

"Our newest partners have long been a part of our core practice
areas, including corporate, IP, energy, health, litigation and
tax," Mr. Pfeiffer added.  "They share in our culture of placing
the utmost importance on client service and anticipating our
clients' needs.  Through them, we know the future is bright for
our firm and our clients."

                             Austin  

Paul Trahan is Austin's newest partner.  Mr. Trahan handles
complex commercial litigation in a variety of industries including
the technology, construction, motor vehicle, real estate, and
health care industries.  He has first chair jury trial, bench
trial, and arbitration experience.

Before joining Fulbright, Mr. Trahan was a commercial banker in
Houston, serving as a lender in Bank One's Energy Group.  He later
joined the team at Southwest Bank of Texas nka Amegy, where he
served as a vice president in Commercial Lending.  Mr. Trahan
received his J.D. in 1997 from The University of Texas School of
Law. He received his M.B.A. in 1988 from The University of Texas
and his B.A. cum laude in 1985 from Texas A&M University.

                             Dallas  

Denise Webb Glass is a new partner in Dallas.  She has worked in
Fulbright's health law section since 1997.  She concentrates on
operational, business and related regulatory issues affecting the
health care services industry.  In addition to receiving her J.D.,
cum laude, from the University of Houston Law Center in 1996 and
her B.A., cum laude, from The University of Texas at Austin in
1993, Ms. Glass has completed the course work for a Masters of
Public Health from the University of Texas Health Science Center
in Houston.  She was admitted to practice law in Texas in 1996 and
is certified in health law by the Texas Board of Legal
Specialization.

Oscar Rey Rodriguez also is a new partner in Dallas, where he  
served as senior counsel.  As a member of Fulbright's appellate
practice group and litigation department, Mr. Rodriguez focuses on
state and federal appellate and trial litigation.  

He graduated as his law school class valedictorian from Southern
Methodist University's Dedman School of Law in 1993 and went on to
work as a judicial clerk to Justice Nathan L. Hecht of the Supreme
Court of Texas.  Among other honors, Mr. Rodriguez holds the
distinction of having earned the highest score on the July 1994
Texas Bar Examination.  He received his B.B.A., Honors Program
Certificate in 1989 from The University of Texas at El Paso, where
he received numerous honors.  Admitted to practice law in Texas in
1994, Mr. Rodriguez is certified by the Texas Board of Legal
Specialization in Civil Appellate Law.

Bryn Alan Sappington also joins the partnership in Dallas, where
he was a senior associate.  Mr. Sappington advises publicly and
privately held companies in mergers and acquisitions, offerings of
securities and other corporate matters. He received his J.D. cum
laude in 1998 from the University of Michigan, where he was the
over-all runner up in the 1998 Campbell Moot Court competition.
Mr. Sappington received his B.A. in biology from Baylor University
in 1992 and was admitted to practice law in Texas in 1998.

                              Houston

Christopher J. Lallo joins the partnership in Fulbright's Houston
office, where he had been a senior associate in tax.  Mr. Lallo
has been associated with the firm since 1999.  He concentrates on
domestic and international tax matters, has broad-based experience
in the area of tax planning related to domestic and cross-border
mergers and acquisitions, and advises clients on the U.S. federal
income tax consequences of various transactions, including merger
and acquisitions, tax-free reorganizations, spin-offs and other
divestitures, cross-border investments, and financing structures.

Mr. Lallo received his J.D. in 1999 with honors from The
University of Texas School of Law, where he was a member of the
Order of the Coif and an editor of the Texas International Law
Journal. He received his B.B.A. in accounting, magna cum laude,
from Texas A&M University in 1996.

Michael S. McCoy also is a new partner in Houston.  Mr. McCoy
handles intellectual property and technology-based litigation.
Additionally, he counsels a varied clientele about securing,
managing and maximizing profit from intellectual property, in
addition to identifying and protecting intellectual property
assets through filing and prosecuting patent, copyright and
trademark applications.

Mr. McCoy received his J.D. from the University of Houston Law
Center and his B.S. in aerospace engineering in 1989 from Texas
A&M University.  Mr. McCoy is registered to practice before the
U.S. Patent and Trademark Office.

                           Los Angeles

Michael Thomas Clark joins Fulbright's partnership in the Los
Angeles office, where he has been a senior associate.  He handles
corporate and securities law matters with an emphasis on mergers
and acquisitions.  He received his J.D. in 1998 from George Mason
University School of Law, where he was Editor-in-Chief of The
Journal of International Legal Studies.  He received his B.A. in
1994 from The Master's College in Santa Clarita, California.  
Mr. Clark was admitted to practice law in California in 1998.

                              London

Antony James Corsi is a new partner in Fulbright's London office,
where he has been a senior associate since 2006.  Mr. Corsi
handles dispute resolution - complex commercial litigation,
alternative dispute resolution, risk assessment and internal and
regulatory investigations.  His international dispute resolution
experience involves diverse locations, including North America,
the Caribbean, Europe, the Middle East, Africa and Asia.

As a member of the London Solicitors Litigation Association and
the Solicitors Association of Higher Court Advocates, Mr. Corsi is
a qualified solicitor advocate with rights of audience in the
civil High Court.  Mr. Corsi received his LLB with honours from
the University of Bristol in 1994 and completed his legal practice
course at the College of Law in 1995.  He was admitted as a
solicitor in England and Wales in 1997.

Richard Hill joins the partnership in Fulbright's London office,
where he had been a senior associate since 2005. H e practices in
Fulbright's international arbitration group, and handles
commercial litigation and alternative dispute resolution.  
Mr. Hill has been involved in major international arbitrations in
England, Ireland, France, Switzerland, Italy, the Czech Republic,
the United States, Mexico, Hong Kong, Singapore and China, and
provided counsel under the ICC, ICDR, ICSID, LCIA and UNCITRAL
rules.

Additionally, Mr. Hill has extensive litigation experience in the
English High Court, Court of Appeal, House of Lords and Privy
Council, and in the courts of certain commonwealth jurisdictions.
He is also experienced in mediation and other forms of ADR.  He is
co-editor of the Leading Arbitrators' Guide to International
Arbitration (Juris, 2003) a new edition scheduled to be published
in March 2008.

Mr. Hill received a post-graduate diploma in law from City
University, London, in 1995, and graduated with honours from
Cambridge University in 1993. He was admitted as a barrister in
England and Wales in 1996, receiving the Prince of Wales Award,
and as a solicitor-advocate in 1999.

                             New York

David A. Rosenzweig is Fulbright's newest partner in New York,
where he previously served as senior counsel.  He handles matters
involving bankruptcy, reorganization and creditors' rights,
including transactional, litigation and advisory work related to
Chapter 11 cases, non-bankruptcy workouts and restructurings and
commercial finance transactions.  Receiving his J.D. with high
honors from George Washington University National Law Center in
1987, he was a member of The George Washington University Law
Review and The Order of the Coif.  He received his B.A. in
economics from Washington University in St. Louis in 1984 and was
admitted to practice law in New York in 1988.

                         Washington, D.C.

Matthew H. Kirtland is the firm's newest partner in the
Washington, D.C. office, where he had been a senior associate.
Mr. Kirtland focuses on international and domestic arbitration,
white collar civil and criminal defense, and complex civil
litigation.  He has handled substantial international and domestic
arbitration matters under the ICC, LCIA, UNCITRAL and AAA rules,
has first-and second-chair experience in federal and state court,
and has argued before the United States Courts of Appeals for the
District of Columbia and the Sixth Circuit.

He also has extensive experience representing individuals and
corporations from a diverse range of industries in civil and
criminal actions, investigations and in administrative
proceedings.  He received his J.D. from Duke University School of
Law in 1997 and his B.A. in history and communications summa cum
laude from Macalester College in 1994.  He was admitted to
practice in Maryland and the District of Columbia in 1997.

                    About Fulbright & Jaworski

Headquartered in Houston, Texas, Fulbright & Jaworski LLP --
http://www.fulbright.com/-- is a full-service international law    
firm, with nearly 1,000 lawyers in 16 locations in Austin,
Beijing, Dallas, Denver, Dubai, Hong Kong, Houston, London, Los
Angeles, Minneapolis, Munich, New York, Riyadh, San Antonio, St.
Louis and Washington, D.C.  Founded in 1919, Fulbright provides a
full range of legal services to clients worldwide.

The 2007 BTI survey of FORTUNE 1000 general counsel chose
Fulbright as "The BTI Client Service 30" A-Team and Corporate
Board Member magazine named Fulbright among the top 20 corporate
law firms in the U.S. in their survey of board members of public
companies.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Paddocks of Kastle Greens, LLC
   Bankr. E.D. Va. Case No. 08-10866
      Chapter 11 Petition filed February 26, 2008
         Filed as Pro Se

In Re George Patterson Shedd, Jr.
   Bankr. S.D. Ala. Case No. 08-10637
      Chapter 11 Petition filed February 27, 2008
         See http://bankrupt.com/misc/alsb08-10637.pdf

In Re Cheryl Jo Eckhardt-Bell
   Bankr. M.D. Fla. Case No. 08-02422
      Chapter 11 Petition filed February 27, 2008
         See http://bankrupt.com/misc/flmb08-02422.pdf

In Re Gator Concrete and Masonry Inc.
   Bankr. M.D. Fla. Case No. 08-02498
      Chapter 11 Petition filed February 27, 2008
         See http://bankrupt.com/misc/flmb08-02498.pdf

In Re Hip Hop Sports Wear USA, Inc.
   Bankr. W.D. N.C. Case No. 08-30381
      Chapter 11 Petition filed February 27, 2008
         See http://bankrupt.com/misc/ncwb08-30381.pdf

In Re TMK, Inc., t/a Cange Certified Collision, fka Cange Motors,
Inc.
   Bankr. D. N.J. Case No. 08-13293
      Chapter 11 Petition filed February 27, 2008
         See http://bankrupt.com/misc/njb08-13293.pdf

In Re As U Want It, Inc.
   Bankr. D. N.J. Case No. 08-13306
      Chapter 11 Petition filed February 27, 2008
         See http://bankrupt.com/misc/njb08-13306.pdf

In Re Gene Bocellis Runnemede Auto Body, Inc.
dba Cherrywood Car Care
   Bankr. D. N.J. Case No. 08-13358
      Chapter 11 Petition filed February 27, 2008
         See http://bankrupt.com/misc/njb08-13358.pdf

In Re Robert A. DiCicco
   Bankr. D. Md. Case No. 08-12713
      Chapter 11 Petition filed February 27, 2008
         Filed as Pro Se

In Re Longhorn Development, Inc.
   Bankr. M.D. Fla. Case No. 08-02451
      Chapter 11 Petition filed February 27, 2008
         Filed as Pro Se

In Re Dulin Advertising, Inc.
   Bankr. N.D. Calif. Case No. 08-30317
      Chapter 11 Petition filed February 27, 2008
         Filed as Pro Se

In Re Centennial Residential Developments, Inc.
   Bankr. N.D. Ala. Case No. 08-80562
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/alnb08-80562.pdf

In Re Stork's Nest Preparatory CDC, Inc.
   Bankr. S.D. Ala. Case No. 08-10665
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/alsb08-10665.pdf

In Re Tendercare, Inc.
   Bankr. D. Colo. Case No. 08-12356
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/cob08-12356.pdf

In Re Riverside Dairy, LLC
   Bankr. D. Conn. Case No. 08-30585
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/ctb08-30585.pdf

In Re MLS Construction,LLC
   Bankr. D. Conn. Case No. 08-30586
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/ctb08-30586.pdf

In Re Ridgeview, LLC
   Bankr. D. Conn. Case No. 08-30587
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/ctb08-30587.pdf

In Re Classy Chasis, Inc.
   Bankr. E.D. Mich. Case No. 08-44629
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/mieb08-44629.pdf

In Re Mountain Brook, LLC
   Bankr. W.D. N.C. Case No. 08-20024
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/ncwb08-20024.pdf

In Re N-C Automated Industries, Inc.
   Bankr. D. N.J. Case No. 08-13448
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/njb08-13448.pdf

In Re Torgro Atlantic City, LLC
   Bankr. D. N.J. Case No. 08-13458
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/njb08-13458.pdf

In Re Construction Unlimited, Inc. fdba Construction Labor
Demolition, Inc.
   Bankr. S.D. Ohio  Case No. 08-51663
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/ohsb08-51663.pdf

In Re Mark Kizzia Construction
   Bankr. E.D. Okla. Case No. 08-80191
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/okeb08-80191.pdf

In Re Ramon Parodi Almodovar
   Bankr. D. P.R. Case No. 08-01168
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/prb08-01168.pdf

In Re Andean B737 Aircraft Partners Corp.
   Bankr. S.D. Fla. Case No. 08-12318
      Chapter 11 Petition filed February 28, 2008
         Filed as Pro Se

In Re K. Patrick Corp.
   Bankr. N.D. Tex. Case No. 08-30918
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/txnb08-30918.pdf

In Re Newport Newco, LLC
   Bankr. N.D. Tex. Case No. 08-30919
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/txnb08-30919.pdf

In Re Plus Auto Care, Inc.
   Bankr. E.D. Va. Case No. 08-10916
      Chapter 11 Petition filed February 28, 2008
         See http://bankrupt.com/misc/vaeb08-10916.pdf

In Re Exchanger 1031, Inc.
   Bankr. N.D. Calif. Case No. 08-50963
      Chapter 11 Petition filed February 29, 2008
         See http://bankrupt.com/misc/canb08-50963.pdf

In Re Joseph M. Freeman & Elisa A. Freeman
   Bankr. N.D. Ga. Case No. 08-20554
      Chapter 11 Petition filed February 29, 2008
         See http://bankrupt.com/misc/ganb08-20554.pdf

In Re Detroit Entertainment Network, Inc.
   Bankr. E.D. Mich. Case No. 08-44856
      Chapter 11 Petition filed February 29, 2008
         See http://bankrupt.com/misc/mieb08-44856.pdf

In Re Frank Sorrentino
   Bankr. D. N.J. Case No. 08-13611
      Chapter 11 Petition filed February 29, 2008
         See http://bankrupt.com/misc/njb08-13611.pdf

In Re Tawney Corp. dba Brook Electric Co.
   Bankr. E.D. N.Y. Case No. 08-70985
      Chapter 11 Petition filed February 29, 2008
nyeb08-70985.pdf

In Re MNI Corp.
   Bankr. W.D. N.C. Case No. 08-01987
      Chapter 11 Petition filed February 29, 2008
         Filed as Pro Se

In Re Suriya Enterprises, LLC
   Bankr. N.D. Ga. Case No. 08-63650
      Chapter 11 Petition filed February 29, 2008
         Filed as Pro Se

In Re Michael Isaac & Ibtisam M. Isaac
   Bankr. D. Ariz. Case No. 08-01993
      Chapter 11 Petition filed February 29, 2008
         Filed as Pro Se

In Re Starmark Clinics, LP
   Bankr. S.D. Tex. Case No. 08-31229
      Chapter 11 Petition filed February 29, 2008
         See http://bankrupt.com/misc/txsb08-31229.pdf

In Re Leroy Henry Hoback, dba Fortress Foundation, Inc., Belize
004163585,41, dba Fortress Foundation, Inc. NW 004163596334, dba H
& M, LLC 004161749622
   Bankr. W.D. Ark. Case No. 08-70796
      Chapter 11 Petition filed March 1, 2008
         See http://bankrupt.com/misc/akwb08-70796.pdf

In Re Tidal School Vineyards, Inc.
   Bankr. W.D. Okla. Case No. 08-10809
      Chapter 11 Petition filed March 1, 2008
         See http://bankrupt.com/misc/okeb08-10809.pdf

In Re Executive 2000 Courier Systems, Inc.
   Bankr. S.D. Fla. Case No. 08-12519
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/flsb08-12519.pdf

In Re Gregg Franklin Ledbetter, dba Allstate Contractors Company,
LLC, dba Latt Properties, LLC, dba Franklin's Utility Company, LLC
& Lisa Wiley Ledbetter
   Bankr. N.D. Ga. Case No. 08-10586
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/ganb08-10586.pdf

In Re Marala Foods, LLC
   Bankr. S.D. Ga. Case No. 08-10431
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/gasb08-10431.pdf

In Re Dennis DeFillippo
   Bankr. D. Mass. Case No. 08-11450
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/mab08-11450.pdf

In Re Primary Beginnings, LLC
   Bankr. E.D. N.C. Case No. 08-01460
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/nceb08-01460.pdf

In Re Capital Construction, LLC
   Bankr. E.D. Penn. Case No. 08-11497
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/paeb08-11497.pdf

In Re Bijan Khojasteh
   Bankr. N.D. Calif. Case No. 08-41005
      Chapter 11 Petition filed March 3, 2008
         Filed as Pro Se

In Re CM Vaughn, LLC
   Bankr. N.D. Ga. Case No. 08-64060
      Chapter 11 Petition filed March 3, 2008
         Filed as Pro Se

In Re Shershagdog, LLC
   Bankr. N.D. Ga. Case No. 08-64069
      Chapter 11 Petition filed March 3, 2008
         Filed as Pro Se

In Re Kimara Enterprises, LLC
   Bankr. N.D. Tex. Case No. 08-31056
      Chapter 11 Petition filed March 3, 2008
         Filed as Pro Se

In Re New Life Christian Ministry, Inc.
   Bankr. N.D. Ga. Case No. 08-64019
      Chapter 11 Petition filed March 3, 2008
         Filed as Pro Se

In Re Toshia M. Wildasin
   Bankr. C.D. Calif. Case No. 08-12675
      Chapter 11 Petition filed March 3, 2008
         Filed as Pro Se

In Re Ranger Apartments, Ltd. dba King Manor Apartments
   Bankr. N.D. Tex. Case No. 08-41057
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/txnb08-41057.pdf

In Re Alameda-Yarbrough Car Wash, L.P. aka Calif. Self-Serve
Carwash, Inc.
   Bankr. W.D. Tex. Case No. 08-30349
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/txwb08-30349.pdf

In Re Susan Y. Walter
   Bankr. E.D. Va. Case No. 08-70709
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/vaeb08-70709.pdf

In Re Knollview Realty, LLC
   Bankr. S.D. W.V. Case No. 08-20172
      Chapter 11 Petition filed March 3, 2008
         See http://bankrupt.com/misc/wvsb08-20172.pdf

In Re C & M Bonding, Inc.
   Bankr. W.D. Mo. Case No. 08-60330
      Chapter 11 Petition filed March 4, 2008
         See http://bankrupt.com/misc/miwb08-60330.pdf

In Re Fay A. Russell
   Bankr. E.D. N.Y. Case No. 08-41250
      Chapter 11 Petition filed March 4, 2008
         See http://bankrupt.com/misc/nyeb08-41250.pdf

In Re Barry S. Gluckstein, dba PG Vending
   Bankr. W.D. N.Y. Case No. 08-10866
      Chapter 11 Petition filed March 4, 2008
         See http://bankrupt.com/misc/nywb08-10866.pdf

In Re William Young-bae Oh
   Bankr. N.D. Ohio Case No. 08-30931
      Chapter 11 Petition filed March 4, 2008
         See http://bankrupt.com/misc/ohnb08-30931.pdf

In Re Fara Bridal, Inc.
   Bankr. S.D. N.Y. Case No. 08-22296
      Chapter 11 Petition filed March 4, 2008
         Filed as Pro Se

In Re Safeguard-RX, Inc.
   Bankr. S.D. Tex. Case No. 08-31522
      Chapter 11 Petition filed March 4, 2008
         See http://bankrupt.com/misc/txsb08-31522.pdf

In Re JAH Love Auto Services, Inc.
   Bankr. W.D. Tex. Case No. 08-10438
      Chapter 11 Petition filed March 4, 2008
         See http://bankrupt.com/misc/txwb08-10438.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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