TCR_Public/080310.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, March 10, 2008, Vol. 12, No. 59

                             Headlines

100 KING: Case Summary & Four Largest Unsecured Creditors
ABUNDANT LIFE: Voluntary Chapter 11 Case Summary
ACLC FRANCHISE: Fitch Retains 'C/DR6' Ratings on Six Classes
AEROMED SERVICES: Files Schedules of Assets and Liabilities
AES-STELLAR INC: Case Summary & 20 Largest Unsecured Creditors

AIRBORNE HEALTH: Waiver Request Termination Cues S&P's Junk Rating
AMERICAN AXLE: Ongoing Strike Cues Closure of GM's Missouri Plant
AMERICAN COLOR: Gets Waivers of Defaults Under 1st Lien Facilities
AMERICAN GOLF CARS: Case Summary & 8 Largest Unsecured Creditors
AMERICAN HOME: Wants Exclusive Periods Stretched to June 2, 2008

AMERICAN HOME: Wants to Employ PwC as Tax Advisors
AMF BOWLING: Moody's Holds B2 Rating; Changes Outlook to Negative
ANN-LEE CONSTRUCTION: Case Conversion Trial Continues on April 8
AQUILA INC: Permit to Build South Harper Facilities Canceled
ARROW ELECTRONICS: To Buy Achieva's Components Distribution Biz

ATHERTON FRANCHISE: Fitch Holds 'B' Rating on 1998-A Cl. D Trusts
AUSTINBURG PROPERTIES: Voluntary Chapter 11 Case Summary
BALDO CISNEROS: Case Summary & 20 Largest Unsecured Creditors
BARNET HOSPITAL: Sells All Assets to Community Healthcare
BEAR STEARNS: Whicker & Breighton Continue as Joint Liquidators

BECKMAN COULTER: Fitch Holds 'BB-' Rating on $109.7MM Cl. A Loans
BLACKHAWK AUTOMOTIVE: Court Approves Asset Sale to Flex-N-Gate
BUILDING MATERIALS: Declining Sales Cue Moody's Ratings Cuts to B2
CAPRI CONDOMINIUMS: Wants to Hire Kingery & Crouse as Accountant
CARAUSTAR INDUSTRIES: S&P Chips Ratings to 'B-' on Weak Earnings

CARLYLE CAPITAL: Misses Margin Calls and Gets Notice of Default
CARLYLE CAPITAL: Continuing Talks with Lenders on Financial Woes
CASA DE CAMBIO: Case Summary & 20 Largest Unsecured Creditors
CASELLA WASTE: Posts $4.6 Mil. Net Loss for the 2008 Third Quarter
CHAMP CAR: Goes Bankrupt, Plans to Sell Assets to Indy Racing

CHINA AOXING: To Restate Financial Statements to Correct Errors
CLEAR CHANNEL: Extends Closing of Notes Tender Offer to March 18
CNL FUNDING: Fitch Chips Ratings on Three Certificate Classes
CONTINENTAL AIRLINES: Pilots Rally on March 12 in Support of Talks
COUNTRYWIDE HOME: S&P Takes Various Rating Actions on RMBS Deals

CUMULUS MEDIA: Agrees to Amend Credit Deal to Consummate Merger
DURA AUTOMOTIVE: Files Revised Plan of Reorganization
DURA AUTOMOTIVE: Wants to Hire SRR as Valuation Consultant
EMAC OWNER: Fitch Cuts Ratings to CC from CCC on Three Classes
FALCON FRANCHISE: Fitch Affirms Low-B Ratings on Six Loan Classes

FEDERAL-MOGUL: Inks New Stock Option Pact with CEO Jose Alapont
FIELDSTONE MORTGAGE: Committee Wants to Hire Arent Fox as Counsel
FIELDSTONE MORTGAGE: U.S. Trustee Forms 3-Member Creditors Panel
FFCA SECURED: Fitch Takes Rating Actions on Various Classes
FMAC LOAN: Fitch Retains Junk Ratings on 43 Classes

FORD MOTOR: To Give Out Performance Bonuses to All Employees
FORD MOTOR: Luxury Brands Buyer Says Won't Flip Jaguar
FORTUNOFF: Three Creditors Want Their Goods Returned
FORTUNOFF: Obtains Permission to Pay Existing Insurance Policies
FORTUNOFF: Court Bars Utility Providers From Refusing Service

GEA SEASIDE: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Restores CEO's Pay to 2003 Level of $2.2 Million
GENERAL MOTORS: Closes Wentzville Plant Over Axle Workers' Strike
GENERAL MOTORS: 18 Plants to Lay Off Workers Due to Axle Strike
GENERAL MOTORS: Contracts Provide for Union Workers When Laid-Off

GEORGE FAISON: Case Summary & Seven Largest Unsecured Creditors
GLOBAL FRANCHISE: Fitch Holds 'BB' Rating on Class A-3 Trusts
GOLDEN STATE: Taps Pinnacle as Bankruptcy Counsel
GOLDEN STATE: Files Schedules of Assets and Liabilities
GOLDEN STATE: Sec. 341 Meeting of Creditors Set for March 17

GOLDEN STATE: June 16 General Claims Bar Date Set
GREEKTOWN HOLDINGS: S&P Puts 'B' Corp. Rating on Negative Watch
HANOVER SECURITIES: SIPC Moves for Liquidation Under Chapter 7
HIGH GRADE: Poor Credit Quality Prompts Moody's Rating Downgrades
HOLLEY PERFORMANCE: Can Access Cash Collateral on Final Basis

HOLLEY PERFORMANCE: Gets Final Okay to Use $60 Mil. DIP Financing
INTERSTATE BAKERIES: Various Parties Oppose Plan Confirmation
INTERSTATE BAKERIES: Teamsters Inks Deal with Ripplewood
INTERSTATE BAKERIES: Wants to Move Confirmation Hearing to Apr. 23
INVACARE CORP: Names Robert K. Gudbranson as CFO

ISLE OF CAPRI: S&P Designates 'BB-' Rating on Negative CreditWatch
JACK ABERMAN: Case Summary & Nine Largest Unsecured Creditors
J-TAIL LLC: Involuntary Chapter 11 Case Summary
JEFFERSON COUNTY: In Technical Default on Swap Agreements
JEFFERSON COUNTY: S&P Junks Sewer Revenue Debt Rating

KEY DEVELOPERS: Section 341(a) Meeting Slated for April 2, 2008
LINENS 'N THINGS: Weak Liquidity Prompts Moody's to Junk Ratings
LIONEL LLC: Wants Court to Defer Confirmation Hearing to March 27
LUCHT'S CONCRETE: Case Summary & 17 Largest Unsecured Creditors
MARSHALL HILL: Case Summary & 20 Largest Unsecured Creditors

MEDIANEWS GROUP: Worsening Cash Flow Cues S&P's Rating Cut to 'B-'
MORGAN STANLEY: Fitch Affirms 'B' Rating on Class D Trusts
MOVIE GALLERY: Court Okays $4.7 Million Employee Incentive Plan
MOVIE GALLERY: Committee Supports Second Amended Chapter 11 Plan
MOVIE GALLERY: Judge Tice Approves Phase 2 Sale Procedures

NEW GENERATION: Case Summary & 11 Largest Unsecured Creditors
OSI RESTAURANT: Weak Performance Cues Moody's to Hold 'B2' Rating
PARKWAY HOSPITAL: Ends Three-Year Term Under Chapter 11 Protection
PEACHTREE FRANCHISE: Fitch Holds 'B/DR1' Rating on Class B Notes
PELL CITY: Case Summary & 20 Largest Unsecured Creditors

PFP HOLDINGS: Wants to Employ Odyssey Capital as Financial Advisor
PINNACLE ENT: Profile Growth Prompts Fitch to Hold 'B' ID Rating
PRB ENERGY: Plans to Continue Operations Amid Bankruptcy Filing
PROPEX INC: Committee Wants FTI Consulting as Financial Advisor
REAL MEX: Moody's Junk Corp. Family Rating on Liquidity Concerns

REGAL ENT: Prices Debt Offering of $190 Mil. Convertible Sr. Notes
REGAL ENT: S&P Changes Outlook to Stable; Maintains 'BB-' Rating
ROCK-TENN CO: Expands Business with Southern Container Buyout
RYLAND GROUP: Accused by Regulator of Dubious Lending Practices
S&A CORP: Court Approves Hiring of Orson Woodall as Legal Counsel

S&A CORP: Sec. 341 Meeting of Creditors Set for March 13
S&A CORP: General Claims Bar Date Set for June 11
SHARPER IMAGE: Landlords Object to $60M DIP Financing Motion
SHARPER IMAGE: Wants to Employ Conway Del Genio as Managers
SHARPER IMAGE: Wants to Employ Weil Gotshal as Lead Counsel

SHARPER IMAGE: Wants to Employ Womble Carlyle as Co-Counsel
SHARPER IMAGE: Director Steven A. Lightman Resigns
SIRVA INC: Triple Net Seeks Appointment of Class 5 Committee
SIRVA INC: Asks Authority from Court to Sell UK & Ireland Units
SCOTTISH RE: May Sell Life Reinsurance & Wealth Management Units

SPRINGS WINDOW: Moody's Cuts Rating to 'B2' on Weak 2007 Results
STATION CASINOS: Posts $375.6 Million Net Loss in 2007
STRADA 315: Regions Bank Wants Court to Appoint an Examiner
STRUG LLC: Voluntary Chapter 11 Case Summary
SUN HEALTHCARE: Posts $35.3 Mil. Earnings for 2007 Fourth Quarter

SUNCO PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
SUPERCLICK INC: Jan. 31 Balance Sheet Upside-Down by $1,327,595
THORNBURG MORTGAGE: KPMG Says Feb. 2008 Audit Report Unreliable
THORNBURG MORTGAGE: Cross-defaults Cue Moody's Rating Cut to 'Ca'
THORNBURG MORTGAGE: S&P Slashes Senior Unsec. Debt Rating to 'CC'

THORNBURG MORTGAGE: Fitch Slashes ID Rating to 'RD' from CCC
THORNBURG MORTGAGE: Signs Reverse Repurchase Agreements
UNIVISION COMMS: Sells Recording and Publishing Business to UMG
UNIVISION COMMS: S&P Cuts Rating on Low Asset Sale Proceeds
UNIVISION COMM: Posts US$314.8 Million Net Loss in 2007

USG CORP: Completes Payment to Asbestos Personal Injury Trust
USG CORP: Pays $40M for Property Damage Settlements in 2007
VILLA CASABLANCA: Case Summary & Eight Largest Unsecured Creditors
VOLT INFO: Inks New Credit Agreement for $42M Unsecured Facility
VONAGE HOLDINGS: Reveals $1.4M Spending in Lobbying Activities

VYTERIS INC: Receives $1,836,909 from Warrants Conversion
WACHOVIA BANK: S&P Puts Six Low-B Ratings on Negative Watch
WALKUP FENCE: Case Summary & 17 Largest Unsecured Creditors
WELLS FARGO: S&P Junks Ratings on Certificates
WILLIAM OWEN: Case Summary & 12 Largest Unsecured Creditors

* S&P Downgrades Ratings on 23 Classes From Four 2005 RMBS Deals
* Fitch Says US Auto-Loan ABS Performance Has Improved Slightly
* Fitch Says Corp. Finance Rtng. Activity Shows Increased Stress
* Fitch Notes Rapid Deterioration in US Housing Market Conditions
* Moody's Comments on ABCP Program, Financial Guarantors Ratings

* Moody's Says American, European Bond Protection Level Differs
* Moody's Says ARS Issuers Could Avoid Credit Impact of Disruption
* Global Default Rate Reaches 1.3% in February, Moody's Reports
* S&P Downgrades 69 Tranches' Ratings From 14 Cash Flows and CDOs
* S&P Puts Ratings on 115 Classes of NIMS on Negative CreditWatch

* Jean L'Homme Joins Proskauer Rose as Banking & Finance Partner
* Proskauer Rose Admits Jennifer A. Camacho as Partner in Boston

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

                             *********

100 KING: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 100 King LC
        101 South Union Street
        Alexandria, VA 22314

Bankruptcy Case No.: 08-11068

Chapter 11 Petition Date: March 4, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen Baldinger & Greenfeld LLC
                  7910 Woodmont Avenue
                  Suite 760
                  Bethesda, MD 20814
                  Tel: 301-881-8300
                  Fax: 301-881-8350
                  steveng@cohenbaldinger.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
   ------                        ---------------   ------------
Peter Mallios                                      $800,000
12606 Hill Creek Lane
Potomac, MD 20854

BB & T
1909 K. Street, NW                                 $586,166
Second Floor
Washington, DC 20006

American Energy Restaurant                         $286,816
Equipment
7538 Fullerton Court
Springfield, VA 221153

Genops Construction                                $75,000

City of Alexandria                                 $38,810


ABUNDANT LIFE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Abundant Life Ministries
        15912 Lincoln Avenue
        Harvey, IL 60426

Bankruptcy Case No.: 08-05315

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: March 6, 2008

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Karen J. Porter, Esq.
                     (kjplawnet@aol.com)
                  Porter Law Network
                  11 East Adams Street, Suite 906
                  Chicago, IL 60603
                  Tel: (312) 673-0333
                  Fax: (312) 893-7370

Estimated Assets:                  Unknown

Estimated Debts: $1 million to $10 million

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


ACLC FRANCHISE: Fitch Retains 'C/DR6' Ratings on Six Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on the ACLC Franchise Loan
Receivables Trusts and ACLC Business Loan Receivables Trusts
listed below:

ACLC Franchise Loan Receivables Trust 1997-A:
  -- Class A-1 currently rated at 'AAA' and remains on Rating
     Watch Negative;

  -- Class A-2 currently rated at 'AAA' and remains on Rating
     Watch Negative.

ACLC Franchise Loan Receivables Trust 1997-B:
  -- Class A-1 currently rated at 'AAA' and remains on Rating
     Watch Negative;

  -- Class A-3 currently rated at 'AAA' and remains on Rating
     Watch Negative.

ACLC Business Loan Receivables Trust 1998-1:
  -- Class A-3 remains at 'C/DR6'.

ACLC Franchise Loan Receivables Trust 1998-A:
  -- Class A-2 affirmed at 'A';
  -- Class A-3 affirmed at 'B/DR1'.

ACLC Business Loan Receivables Trust 1998-2:
  -- Class A-3 affirmed at 'BBB';
  -- Class B downgraded to 'CC/DR4' from 'CCC/DR3';
  -- Class C remains at 'C/DR6'.

ACLC Business Loan Receivables Trust 1999-1:
  -- Class A-3 downgraded to 'B/DR1' from 'BB';
  -- Class B remains at 'C/DR6';
  -- Class C remains at 'C/DR6';

ACLC Business Loan Receivables Trust 1999-2:
  -- Class A-3A affirmed at 'AA';
  -- Class A-3F affirmed at 'AA';
  -- Class B affirmed at 'BBB';
  -- Class C affirmed at 'BB';
  -- Class D remains at 'CCC'/DR2'.

ACLC Business Loan Receivables Trust 2000-1:
  -- Class A-3A downgraded to 'BBB' from 'A+';
  -- Class A-3F downgraded to 'BBB' at 'A+';
  -- Class B downgraded to 'CC/DR3' from 'CCC/DR3';
  -- Class C downgraded to 'C/DR6' from 'CC/DR5';
  -- Class D remains at 'C/DR6'.

The affirmations for series 1997-A and 1997-B are based on the
strength of an MBIA insurance policy.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.  
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise loan asset-backed
securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, anticipated losses
were found to have increased since last review for the ACLC
Business Loan Receivables Trusts 1998-2, 1999-1 & 2000-1,
resulting in negative rating actions.  Remaining transactions were
found to have credit support consistent with Fitch's previous
review leading to the affirmation of the current ratings.


AEROMED SERVICES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Aeromed Services Corp. filed with the U.S. Bankruptcy Court for
the District of Puerto Rico, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $135,000.00
  B. Personal Property           2,504,407.12
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $78,780.50
  E. Creditors Holding
     Unsecured Priority
     Claims                                          11,648.70
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       3,756,833.25
                                  -----------     ------------
     TOTAL                       $2,639,407.12   $3,847,262.45

                 About Aeromed Services Corp.

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


AES-STELLAR INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AES-Stellar Inc.
        14012 Califa Street
        Van Nuys, CA 91401

Bankruptcy Case No.: 08-11309

Chapter 11 Petition Date: March 4, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Yaspan & Thau
                  21700 Oxnard Street Ste. 1750
                  Woodland Hills, CA 91367
                  Tel: 818-905-7711
                  Fax: 818-501-7711
                  tmenachian@yaspanthau.com

Estimated Assets: less than $50,000

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gold Pleasure Industrial Co.                       $1,615,484
7F, 1067 King's Road
Hong Kong

Alto                                               $6,023
2867 Surveyor Street
Pomona, CA 91768

Unity Property Investments                         $4,700
16039 Loukelton Street
Industry, CA 91744

FedEx                                              $2,000

South Bay Distribution                             $1,341

Netzel Associates Inc.                             $1,092

EDI Express                                        $1,054

Banghart-Corin & Associates                        $769

Kahn & Comings, Inc.                               $713

Man Fu Yeung                                       $653

CMA Inc.                                           $647

Ronnie Yeung                                       $461

Maan Yoong                                         $399

Linda Lee Ying Cheung                              $392

Primus                                             $300

Anna L. Hernandez                                  $256

Gregory W. Crist                                   $248

Dot-Line Transportation                            $162

Paychex                                            $137

AT&T                                               $70


AIRBORNE HEALTH: Waiver Request Termination Cues S&P's Junk Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Bonita
Springs, Florida based Airborne Health Inc., including its
corporate credit rating to 'CCC+' from 'B-'.  At the same time,
the ratings were removed from CreditWatch, where they had been
placed with negative implications on Jan. 17, 2008.  The outlook
is developing.
     
"The downgrade follows Airborne's termination of a waiver request
for continued access to its $20 million revolving credit facility
for a 45-day period, ahead of an anticipated financial covenant
default for the quarter ended Jan. 31, 2008," said Standard &
Poor's credit analyst Bea Chiem.  "And we're concerned about the
company's future sales volume following recent negative publicity
surrounding its $23 million settlement of a class action lawsuit."
     
The company continues to experience weak operating performance
from unseasonably warm weather during the peak cold weather season
that lowered demand for preventative products, and leverage is
very high.  At Dec. 31, 2007, total leverage (including preferred
stock) was nearly 7x, up from about 4.5x at the fiscal year-end
April 30, 2007.
      
Presently, Airborne's liquidity is adequate.  However, Standard &
Poor's is concerned about the company's ability to maintain access
to its revolver and possibly obtain an amendment in the near term,
given current market conditions and the company's operating and
negative publicity challenges.  While the class action settlement
amount has already been accrued, Standard & Poor's expects that
the company will need to seek an amendment or waiver after
March 15, 2008, when it will most likely violate its financial
covenants.


AMERICAN AXLE: Ongoing Strike Cues Closure of GM's Missouri Plant
-----------------------------------------------------------------
The continuing strike at American Axle & Manufacturing Inc.
prompted General Motors Corp. to cease operations at its
Wentzville, Missouri facility on Thursday, according to various
reports.

The strike at American Axle is already at its two-week stretch and
no agreement has been reached as of press time.   American Axle
indicated on its Web site that would resume contract negotiations
with the United Auto Workers at noon on Thursday, March 6, 2008.  
No further details on the American Axle-UAW negotiation was
provided.

GM has about 20 facilities affected by the strike at American Axle
as the supplier attempts to negotiate with the United Auto
Workers.

The Wentzville facility is one of the five additional facilities
that GM intends to close, apart from the already closed six
facilities.  The other four facilities will be closed this week,
reports relate.

The Wentzville facility manufactures Chevrolet Express and GMC
Savanna and has 2,000 workers.

Around 20%, or more than 20,000, of GM's workers at its North
American operations have been affected by the plant closures.

               Two Plants Idled Over Axle Dispute

As reported in the Troubled Company Reporter on March 5, 2008,
two additional production facilities in Moraine, Ohio, and
Mishawaka, Indiana, have been affected by the labor dispute
between the UAW union and key supplier American Axle, according to
a GM production statement.  A Toledo Transmission plant is
anticipated to be shutdown on March 10, 2008, and is expected
1,444 hourly and 219 salaried workers to be laid off.

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

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

                      About General Motors

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

                       About American Axle

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

                          *     *     *

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

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


AMERICAN COLOR: Gets Waivers of Defaults Under 1st Lien Facilities
------------------------------------------------------------------
American Color Graphics Inc. disclosed in a regulatory filing
dated March 5, 2008, that certain provisions of the company's  
existing first lien bank credit facilities were amended or waived
to temporarily waive through and including June 6, 2008, any
default under such bank credit facilities resulting from non-
compliance with the first lien coverage ratio covenant in each
such bank credit facility as of Sept. 30 and Dec. 31, 2007, and
March 31, 2008, for all purposes of such bank credit facilities.

Such amendment and waiver also:

(a) waived through and including June 6, 2008, the requirement
     that the company repay the the $5.0 million supplemental term
     loan under its existing first lien term loan facility,

(b) permitted the indebtedness and liens under the March 2008
     Facility,

(c) amended the requirement that the company maintain certain
     daily levels of minimum total availability under its bank
     credit facilities going forward,

(d) requires that the company maintain certain daily levels of
     minimum total indebtedness under the March 2008 Facility   
     going forward, and

(e) waived through and including June 6, 2008, the company's
     noncompliance with its obligation thereunder to deliver its  
     consolidated financial statements for the fiscal years ended
     March 31, 2007 and 2008, accompanied by a report or opinion
     of its independent certified public accountants that was not
     subject to any "going concern" explanatory paragraph.

Such waivers of defaults are terminable upon the earliest to occur
of:

(a) the occurrence of any other default or event of default under
     the company's existing first lien bank credit facilities,

(b) the occurrence of any default or event of default under the
     March 2008 Facility not waived or cured within the applicable
     grace period, if any, and

(c) the failure of the company to consummate the Consent
     Solicitation by March 14, 2008, in accordance with its terms.

The company has agreed to pay consenting lenders an aggregate
amendment fee of $850,000 in connection with such amendments on
June 6, 2008, subject to earlier payment under certain
circumstances.

On March 3, 2008, the company, as borrower, and ACG Holdings and
certain subsidiaries of the company, as guarantors, entered into
an additional credit facility with Special Situations Investing
Group Inc., as administrative agent, and certain lenders party
thereto providing for additional term loans in an aggregate
principal amount not to exceed $8.0 million.  

An initial borrowing of $3.0 million under the March 2008 Facility
was consummated on March 5, 2008.  

All borrowings under the March 2008 Facility mature upon the
earliest to occur of:

(a) Jan. 15, 2010,

(b) the fifth day after an acceleration of the company's existing
     first lien term loan and revolving credit facility as a
     result of an event of default thereunder,

(c) consummation of a merger with or other acquisition by an
     unaffiliated third party reasonably acceptable to the
     March 2008 Facility Lenders, and

(d) consummation of a  recapitalization of ACG Holdings or the
     company involving the repayment in full or other refinancing
     of the company's existing first lien term loan and revolving
     credit facility.

Obligations under the March 2008 Facility are senior obligations
of the company, ACG Holdings and each of the subsidiary guarantors
and will be secured by a lien on all collateral securing the
company's existing first lien bank credit facilities, subject to
certain exceptions.  The security interest under the March 2008
Facility in the March 2008 Facility Collateral will rank (a)
second in priority to the lien of the company's existing first
lien bank credit facilities in the March 2008 Facility Collateral
and (b) prior to the lien of the Notes in the March 2008 Facility
Collateral.

The March 2008 Facility includes various affirmative and negative
covenants and events of default, which are substantially the same
as those contained in the company's existing first lien bank
credit facilities.  The ability of the March 2008 Facility Lenders
to declare a default or otherwise enforce remedies as a result of
any failure of the company to comply with these covenants is
suspended for so long as borrowings under the company's first lien
bank credit facilities are outstanding.
     
On March 3, 2008, the Indenture for the 2010 Notes and the 2008
Notes was amended by the First Supplemental Indenture to permit
the indebtedness and liens under the March 2008 Facility.

On March 5, 2008, the company commenced a Consent Solicitation
seeking consents from holders of the 2008 Notes to proposed
amendments to the 2008 Notes to, among other things:

(a) extend the maturity date of the 2008 Notes from March 15,
     2008, until the later of (i) June 15, 2008, and (ii) the date
     on which the interest payment due June 15, 2008, in respect
     of the 2010 Notes is due and payable without default or
     penalty, and

(b) provide for the cancellation of the 2008 Notes, without
     consideration, upon the consummation of a merger between ACG
     Holdings and an unaffiliated third party.  

On March 3, 2008, the company entered into an Agreement to Consent
with holders of approximately 72.2% in aggregate principal amount
of the 2008 Notes to consent to the 2008 Note Amendments in
advance of the Consent Solicitation.
     
The Company is also seeking consents from holders of the 2010
Notes to amend the Indenture therefor to provide that the rights
and remedies of the trustee thereunder and the holders of the 2010
Notes in the Collateral shall be subordinate and subject to the
rights and remedies of the holders of the 2008 Notes with respect
to the Junior Liens.

For additional information about the March 3, 2008, amendments and
waivers to the company's existing first lien bank credit
facilities, the March 2008 Facility, the First Supplemental
Indenture, and the Consent Solicitation, including the principal
definitive documentation therefor, see the company's Current
Report on Form 8-K to be filed with the Securities and Exchange
Commission.

                       About American Color

American Color Graphics, Inc. -- http://www.americancolor.com/--   
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Standard & Poor's Ratings Services maintained its
issuer rating of SD (selective default) on the company.


AMERICAN GOLF CARS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Golf Cars, LLC
        1200 South Washington
        Plainville, KS 67663

Bankruptcy Case No.: 08-40238

Type of Business: The Debtor sells golf cars.

Chapter 11 Petition Date: March 6, 2008

Court: District of Kansas (Topeka)

Debtor's Counsel: David R. Klaassen, Esq.
                     (drklaassen@ks-usa.net)
                  2649 6th Avenue
                  Marquette, KS 67464
                  Tel: (785) 546-2358

Estimated Assets:     $100,001 to $500,000

Estimated Debts: $1 million to $10 million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
NC-WC, LP                      Assignee of prior     $420,651
4100 Greenbriar Drive,         lender
Suite 180
Stafford, TX 77477-3963

Trustees of Mary Lou Gilliland Other party to a      $245,000
Rev Trust                      real estate sales
Attention: J. Randall          contract
Clinkscales
P.O. Box 722
Hays, KS 67601

Midwest Community Bank         Bank loans            $152,381
P.O. Box 369
Plainville, KS 67663

Kansas Department of Revenue   Unpaid taxes and      $85,000
                               withholdings

Internal Revenue Service       Unpaid taxes and      $67,751
                               withholdings

Mary Ann Nelson                Secured personal      $51,188
                               loan

Rooks County Treasurer         Unpaid real and       $24,393
                               personal property
                               taxes

David R. Klaassen              Attorney fees and     $2,935
                               expenses


AMERICAN HOME: Wants Exclusive Periods Stretched to June 2, 2008
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Rule 9006 the
Federal Rules of Bankruptcy Procedure, and Rule 9006-2 of the
Local Rules of Bankruptcy Practice and Procedure of the U.S.
Bankruptcy Court for the District of Delaware, American Home
Mortgage Investment Corp. and its debtor-affiliates ask the Court
to extend their exclusive periods to:

   (a) file a plan of reorganization through June 2, 2008; and

   (b) solicit and obtain acceptances for that plan through
       July 31, 2008.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, says that several things must be
done in the bankruptcy cases before any party will be in a
position to file a Plan and accompanying disclosure statement.  
He adds that the Debtors, in consultation with the Official
Committee of Unsecured Creditors, have determined to seek the 90-
day extension.

Mr. Patton relates that the Debtors have begun, but not yet
completed, negotiations with the Creditors Committee regarding
the terms of a consensual Plan or Plans based on adequate
information.  He, however, points out that the have accomplished
several things since December 2007:

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

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

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

         -- creation of non-debtor business entities for the
            transition of the Servicing Business to AHM
            Acquisition;

         -- consummation of a sale with Indymac Bank F.S.B.;

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

         -- compromise of certain loans to obtain a greater value
            for the estates; and

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

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

Mr. Patton says that, despite the Debtors' accomplishments, the
the current Exclusive Periods did not provide them with an
adequate opportunity to develop and negotiate a Plan.  The
contested nature of nearly every facet of the cases has prevented
the Debtors and their professionals from devoting significant
attention to the preparation and negotiation of a Plan, he says.  
In addition, the Debtors have had to work with or litigate with
numerous large financial entities and other parties-in-interest
to obtain approval of the sale of the mortgage loan servicing
business.  Moreover, the Debtors received various notices of
purported defaults from parties to master servicing agreements.  

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

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

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

                   About American Home Mortgage

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

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


AMERICAN HOME: Wants to Employ PwC as Tax Advisors
--------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
American Home Mortgage Investment Corp. and its debtor-affiliates
seek the Court's permission to employ PricewaterhouseCoopers LLP
as tax advisors, nunc pro tunc to February 12, 2008.

The Debtors relate that they have already retained PwC as an
ordinary course professional to assert and perfect claims for
Social Security and state and federal unemployment tax-related
credits properly owing to them.  The Debtors say that they need
PwC's services to assist in the administration of their
bankruptcy estates.

The Debtors believe that with PwC's extensive experience and
knowledge, the firm is well suited and qualified to serve as the
Debtors' tax advisors in a cost-effective and efficient manner.

As tax advisors, PwC will, among other things:

   -- review calculation of taxable income for American Home
      Mortgage Investment Corp., for 2007 and 2008;

   -- research and provide consultation with respect to tax
      return filing issues;

   -- prepare Federal and State Partnership income tax returns
      for Bayliss Trust;

   -- research and provide consultation with respect to federal
      and state income tax issues regarding multi-series joint
      ventures;

   -- research and prepare calculations with respect to premium
      amortization, discount accretion, original issue discount,
      excess inclusion income and securitization taxable income;

   -- research and prepare calculations of foreign trust tax
      returns; and

   -- prepare or review Forms 1120 REIT or 1120.

Pursuant to the parties' Engagement Letter, the Debtors will pay
PwC according to the firm's standard hourly rates:

             Partner                 $700
             Managing Director       $585
             Director                $485
             Manager                 $380
             Senior Associate        $285
             Associate               $205

The Debtors will also reimburse PwC for all reasonable costs and
expenses it incurred in connection with the services it performed
for the Debtors.

Thomas Geppel, a partner at PwC, assures the Court that PwC does
not represent any interest adverse to the Debtors and their
estates, and is a "disinterested person" as the term is defined
in Section 101(14).

                   About American Home Mortgage

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

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


AMF BOWLING: Moody's Holds B2 Rating; Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed AMF Bowling Worldwide, Inc.'s
B2 corporate family rating, but revised its ratings outlook to
negative from stable.  

The outlook revision reflects Moody's concern that weak consumer
spending could negatively affect AMF's operating performance over
the medium-term given the discretionary nature of its business.   
AMF has already experienced a moderate decline in operating
performance for the six-months ended Dec. 30, 2007 over the same
period last year, reflecting soft demand trends at traditional
bowling centers and some cost pressures.  These issues heighten
Moody's concern over the company's high leverage.  Notwithstanding
these risks, Moody's recognizes the potential for AMF to stabilize
its operating performance in the second half of fiscal 2008
through its profit improvement efforts and its adequate liquidity
position.

These ratings were affirmed:

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2;

  -- $40 million first lien revolver due 2012 at B1 (LGD3, 32%).
     Point estimate revised from (LGD3, 33%);

  -- $245 million first lien term loan due 2013 at B1 (LGD3, 32%).
     Point estimate revised from (LGD3, 33%);

  -- $80 million second lien term loan due 2013 at Caa1 (LGD5,
     81%). Point estimate revised from (LGD5, 82%).

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
approximately 350 centers in operation, including eight centers
outside the US.  AMF had revenues of $485 million for the twelve
months ended Dec. 30, 2007.


ANN-LEE CONSTRUCTION: Case Conversion Trial Continues on April 8
----------------------------------------------------------------
The Honorable Jeffery A. Deller of the United States Bankruptcy
Court for the Western District of Pennsylvania will continue the
hearing of the conversion of Ann-Lee Construction and Supply
Company, Inc.'s chapter 11 case into a chapter 7 liquidation
proceeding at 10:00 a.m., on April 8, 2008, at the Courtroom D,
54th Floor, US Steel Tower in Pittsburgh, Pennsylvania.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
the Court deferred the hearing to consider approval of Ann-Lee
Construction's request to convert its case to Feb. 5, 2008.

In its request, the Debtor told the Court that it has incurred
additional losses from Jan. 11, 2007, to Aug. 17, 2007, and as a
result, it was unable to meet its debts as they come due.

The Debtor further said that it was unable to file a viable
Chapter 11 plan and disclosure statement within the required time
set by the Court.  The Debtor's exclusive plan filing period
expired on Sept. 19, 2007.

                    About Ann-Lee Construction

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and
Supply Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in
its restructuring efforts.  Kirk B. Burkley, Esq., at Bernstein
Law Firm PC, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $1 million
to $100 million.


AQUILA INC: Permit to Build South Harper Facilities Canceled
------------------------------------------------------------
Aquila Inc. disclosed in a regulatory filing Wednesday that the
Missouri Court of Appeals for the Western District of Missouri has
issued an order relating to the company's South Harper power
generation "peaking" facility and related substation.

The appellate court held that the Missouri Public Service
Commission lacked the statutory authority to approve the
construction of the South Harper facilities after the facilities
had been constructed.  Accordingly, the opinion sets aside the
approval the company received in 2006 from the Missouri Public
Service Commission, which had specifically authorized the company  
to construct the South Harper facilities.  The company said it is  
currently evaluating its options, which may include requesting a
rehearing or asking the appellate court to transfer the case to
the Missouri Supreme Court.

Cass County and local residents had filed suit claiming that
county zoning approval was required to construct the project.  In
January 2005, a Circuit Court of Cass County judge granted the
County's request for an injunction; however, the company was
permitted to continue construction while the order was appealed.  
The company appealed the Circuit Court decision to the Missouri
Court of Appeals for the Western District of Missouri and, in June
2005, the appellate court affirmed the circuit court ruling.  In
July 2005, the company requested that the Court of Appeals either
rehear the case or transfer the case to the Missouri Supreme Court
and, in October 2005, the Court of Appeals granted the company's
request for rehearing.

In December 2005, the appellate court issued a new opinion
affirming the Circuit Court's opinion, but also opining that it
was not too late to obtain the necessary approval.  In light of
this, the company filed an application for approval with the
Missouri Commission on Jan. 24, 2006.  On Jan. 27, 2006, the trial
court granted the company's request to stay the permanent
injunction until May 31, 2006, and ordered it to post a
$20.0 million bond to secure the cost of removing the project.
Effective May 31, 2006, the Missouri Commission issued an order
specifically authorizing the construction and operation of the
power plant and substation.  On June 2, 2006, the trial court
dissolved the $20.0 million bond, further stayed its injunction,
and authorized the company to operate the plant and substation
while Cass County appealed the Missouri Commission's order.

In June 2006, Cass County filed an appeal with the Circuit Court,
challenging the lawfulness and reasonableness of the Missouri
Commission's order.  On Oct. 20, 2006, the Circuit Court ruled
that the Missouri Commission's order was unlawful and
unreasonable.  The Missouri Commission and Aquila appealed the
court's decision with the Missouri Court of Appeals for the
Western District of Missouri.

A full-text copy of the order of the Missouri Court of Appeals for
the Western District of Missouri dated March 4, 2008, is available
for free at http://researcharchives.com/t/s?28da

                         About Aquila Inc.

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

                          *     *     *

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



ARROW ELECTRONICS: To Buy Achieva's Components Distribution Biz
---------------------------------------------------------------
Arrow Electronics Inc. signed a definitive agreement pursuant to
which Arrow will purchase the components distribution business
from parent company Achieva Ltd., a value-added distributor in
Asia Pacific.  Arrow anticipates the transaction will be
immediately accretive to earnings in the first twelve months by
$0.01 to $0.03 per share and will meet the company's acquisition
objectives for return on invested capital.  The transaction is
subject to approval by the shareholders of Achieva Ltd. and is
expected to close in the next 60 to 90 days.

"Achieva will further strengthen our position in the ASEAN
(Association of Southeast Asian Nations) and greater China markets
and enhance our existing demand creation capabilities," said
William E. Mitchell, chairman, president and chief executive
officer of Arrow Electronics, Inc.  "With this acquisition, Arrow
will gain strong, established relationships with major
semiconductor suppliers that will expand our line card as well as
build upon existing partnerships.  The Achieva management team is
highly experienced and will be an impressive addition of bench
strength to position Arrow for continued profitable growth in the
Asia Pacific region," added Mr. Mitchell.

Achieva is focused on creating value for its partners through
technical support and demand creation activities.  The company's
product range covers semiconductor components such as application
specific integrated circuits, programmable logic devices, digital
signal processing chips and microchip-controller units.  With over
200 employees, the company has a presence in eight countries
(Singapore, Taiwan, China, India, Malaysia, Philippines, Thailand,
and Korea) and primarily serves small and medium sized customers
in the data communications, telecommunications, lighting,
industrial and digital consumer end markets.  Total 2006 sales
were approximately $200 million.

                      About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc. --
http://www.arrow.com/-- provides products, services and solutions  
to industrial and commercial users of electronic components and
computer products.   Arrow serves as a supply channel partner for
nearly 600 suppliers and more than 130,000 original equipment
manufacturers, contract manufacturers and commercial customers
through a global network of over 270 locations in 53 countries and
territories.

The company operates in France, Spain, Portugal, Denmark, Estonia,
Finland, Ireland, Latvia, Lithuania, Norway, Sweden, Italy,
Germany, Austria, Switzerland, Belgium, the Netherlands, United
Kingdom, Argentina, Brazil, Mexico, Australia, China, Hong Kong,
Korea, Philippines and Singapore.

                           *     *     *

Arrow Electronics senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


ATHERTON FRANCHISE: Fitch Holds 'B' Rating on 1998-A Cl. D Trusts
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Atherton
Franchise Loan Funding Trusts listed below:

Atherton Franchise Loan Funding 1997-A
  -- Class A-1 currently rated at 'AAA', remains on Rating Watch
     Negative;

  -- Class A-2 currently rated at 'AAA', remains on Rating Watch
     Negative;

  -- Class B remains at 'CCC/DR1';
  -- Class C remains at 'C/DR6'.

Class A-1 and A-2 ratings are based on a financial guaranty
insurance policy from MBIA Insurance Corp.

Atherton Franchise Loan Funding 1998-A
  -- Class A-X affirmed at 'AAA';
  -- Class B affirmed at 'AA';
  -- Class C affirmed at 'BB';
  -- Class D affirmed at 'B/DR1';
  -- Class E remains at 'CCC'/DR3';
  -- Class F remains at 'C/DR6'.

Atherton Franchise Loan Funding 1999-A
  -- Class A-2 affirmed at 'A';
  -- Class A-X affirmed at 'A';
  -- Class B affirmed at 'BBB';
  -- Class C remains at 'CCC/DR1';
  -- Class D remains at 'C/DR3';
  -- Class E remains at 'C/DR6';
  -- Class F remains at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.  
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise loan asset-backed
securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis of anticipated losses,
credit support was found to be consistent with Fitch's previous
review leading to the affirmation of the current ratings.


AUSTINBURG PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Austinburg Properties, LLC
             3864 Center Road
             Suite A-18
             Brunswick, OH 44212

Bankruptcy Case No.: 08-50651

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
138 Mazal Health Care, Ltd.                    08-50655
Dani Family Ltd.                               08-50657
Willow Interests, LLC                          08-50653


Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: February 29, 2008

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Theodore T. Mairanz, Esq.
                  Neiman & Mairanz P.C.
                  39 Broadway
                  25th Floor
                  New York, NY 10006
                  Tel: (212) 269-1000
                  tmairanz@ngmpc.com

Austinburg Properties LLC's financial condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.



BALDO CISNEROS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Baldo V. Cisneros
        11406 Covent Gardens Drive
        Bakersfield, CA 93311

Bankruptcy Case No.: 08-11200

Chapter 11 Petition Date: March 6, 2008

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: D. Max Gardner, Esq.
                  1800 30th Street 4th Floor
                  Bakersfield, CA 93301-5298
                  Tel: (661) 327-9661

Estimated Assets: $500,001 to $1 million

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
AILLC                            value of          $200,000
8965 South Eastern Avenue        security:
Suite 360                        $400,000
Las Vegas, NV 89123

State of California              sales and use     $190,127
4820 McGrath Street              taxes
Suite 260
Ventura, CA 93003-7778

Internal Revenue Service         federal           $183,472
P.O. Box 21126                   withholding tax
Philadelphia, PA 19114-0326

Sysco Food Service               goods & services  $103,143

Alameda Food Service Company     goods & services  $102,732

Quicksand LLC                    leasehold         $94,361
                                 interests

City of Tehachapi                utility bills     $94,000

AMK Foodservice Company          goods & services  $84,724

Bakersfield Mall LLC Valley      leasehold         $76,942
                                 interests

Capital One                      credit card       $70,554
                                 purchases

Don Kinzel Construction          goods & services  $50,000

U.S. Food Service                goods & services  $41,089

Sysco Las Vegas                  goods & services  $35,855

Nevada State Dept. Taxation      sales and use     $35,752
                                 taxes

PG & E                           utility bills     $23,388

Chase Credit Card                credit card       $20,000
                                 purchases

Nevada Power                     utility bills     $14,522

Siemens Building Technologies    goods & services  $13,059

Bank of America                  credit card       $10,200
                                 purchases

Nevada Dept. of Employment       withholding tax   $7,000


BARNET HOSPITAL: Sells All Assets to Community Healthcare
---------------------------------------------------------
The Hon. Donald H. Steckroth of the United States Bankruptcy Court
for the District of New Jersey authorized Nathan and Miriam
Barnert Memorial Hospital Association dba Barnert Hospital, to
sell substantially all of its assets Community Healthcare
Associates LLC.

Community Healthcare was named as successful bidder after topping
Hospital Associates LLC, the stalking horse bidder.  The Debtor
will pay $350,000 as break-up fee to Hospital Associates.

Under the asset purchase agreement, the purchased assets are
comprised of:

   -- assumption by Community Healthcare of the assumed
      liabilities;

   -- purchase note $6,000,000 as initial principal payment
      plus the amount of the financed receivables secured by the
      guaranty and the new mortgage;

   -- unencumbered asset payment; and

   -- aggregate of Community Healthcare's share of the transfer
      taxes, if any, and other payment obligations.

The Debtor expects the sale to close no later than May 30, 2008.

A full-text copy of the Asset Purchase Agreement date Feb. 15,
2008, is available for free at:

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

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, -- http://www.barnerthospital.com/-- owns and         
operates a 256 bed general acute care community hospital located    
at 680 Broadway in Paterson, New Jersey.  The company filed for    
chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No.    
07-21631).  David J. Adler, Esq., at McCarter & English, LLP,    
represents the Debtor in its restructuring efforts.  Warren J.    
Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg &    
Newman, P.C., represent the Official Committee of Unsecured    
Creditors in this case.  Donlin Recano & Company Inc. is the    
Debtor's claims, noticing, and balloting agent.  The Debtor's    
schedules reflect total assets of $46,600,967 and total    
liabilities of $61,303,505.

                           *    *    *

The Court extended the Debtor's exclusive filing period to file a
plan until April 11, 2008.


BEAR STEARNS: Whicker & Breighton Continue as Joint Liquidators
---------------------------------------------------------------
Recent articles in the Hedge Funds Review have incorrectly stated
that Mr. Simon Whicker and Mr. Kris Beighton have been replaced as
Joint Official Liquidators of the two Bear Stearns Master Funds
that were placed into Official Liquidation on 31 July 2007.  To
clarify, Messrs. Whicker & Beighton continue in their roles as
JOLs of Bear Stearns High-Grade Structured Credit Strategies
Master Fund Ltd. & Bear Stearns High-Grade Structured Credit
Strategies Enhanced Leverage Master Fund, Ltd.  There have been no
challenges to the appointment of Messrs. Whicker & Beighton as
JOLs of the MASTER Funds.

The MASTER Funds are insolvent and therefore the JOLs' primary
duty is to maximise realisations for the benefit of the MASTER
Funds' creditors.  To date no objections to the JOLs' appointment
have been received from any of the MASTER Funds' creditors.  The
creditors themselves are represented in the liquidations by
Liquidation Committees that are composed of the significant
majority of known creditors on the High-Grade and Enhanced
Leverage Master Funds respectively.

External investors gained access to the MASTER Funds by investing
into FEEDER Funds registered in either the US or the Cayman
Islands.

On Nov. 2007 Messrs Whicker & Beighton were appointed as Joint
Voluntary Liquidators for certain of the Cayman Islands registered
FEEDER Funds.  The FEEDER Funds are completely separate legal
entities to the MASTER Funds.

Subsequent to a poll of the external investors, the results of
which favoured the replacement of Messrs. Whicker & Beighton, the
JVLs have been replaced by Mr. Geoffrey Varga & Mr. Bill Cleghorn
of Kinetic Partners Cayman LLP.  Kinetic has no role in the
Official Liquidation of the MASTER Funds.

Mr. John Milsom & Mr. Richard Heis, of KPMG UK LLP were appointed
as Joint Liquidators of the US registered FEEDER Funds on Nov. 1,
2007 (High-Grade US Feeder) and Nov. 16, 2007 (Enhanced Leverage
US Feeder).  No challenges to their appointment have been
received.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


BECKMAN COULTER: Fitch Holds 'BB-' Rating on $109.7MM Cl. A Loans
-----------------------------------------------------------------
Fitch Ratings affirmed Beckman Coulter, Inc.'s $109.7 million
class A loans under series BC 2000-A at 'BB-'.

The loans are secured by two of Beckman Coulter's office/research
and development facilities, located in Brea, California and Miami,
FLorida.  The buildings are 100% occupied by Beckman Coulter, a
company rated 'BBB' by Fitch.

Class A is experiencing interest shortfalls due to special
servicing fees, having been placed in special servicing because of
legal actions arising out of disputes over the tenant's failure to
pay sales taxes on rent.  Beckman Coulter, the tenant has
requested a hearing with the Florida Department of Revenue to
dispute the legitimacy of the sales tax charges and the borrower
has initiated a legal action against Beckman Coulter for its
failure to pay the sales taxes.  Beckman Coulter has escrowed
funds to pay the obligations to the State should they not be
successful in winning the suit.  While the suits do not involve
the trust, the bond's rating takes into account the likelihood
that special servicing fees will continued to be deducted from the
interest payments investors receive.  The monthly fee is 0.05% of
the outstanding loan amount on the Miami loan.

Until October 2008, each property is subject to a NNN lease in
which the tenant is obligated to make payments equal to the
interest on the borrower's loans.  After that period, the payments
are fixed at a rate reflecting an amount equal to the loan's
principal and interest payments, until the loan's maturity date of
June 30, 2018.

As part of its analysis, Fitch took into consideration the average
rent expected over the remaining term and applied market
vacancies, management fees and capital expenditure assumptions in
order to derive a normalized operating cash flow for the
properties.  The resulting stressed debt service coverage ratio,
based upon Fitch's cash flow and a debt constant of 9.66% is 1.26
times.


BLACKHAWK AUTOMOTIVE: Court Approves Asset Sale to Flex-N-Gate
--------------------------------------------------------------
Judge Kay Woods of the United States Bankruptcy Court for the
Northern District of Ohio in Youngstown approved the sale of
assets of Blackhawk Automotive Plastics Inc. and Tier e Automotive
Group Inc. to Flex-N-Gate LLC, the Youngstown Vindicator reports.

The Court approved the $16.4 million offer.

The sale is to close March 14, Vindicator says.

Lawyers said that Flex-N-Gate intends to keep the 700-employee
Salem plant open, Vindicator adds.

Active Burgess Mould & Design and Automotive Gage & Fixture
objected to the sale and the Debtors' proposal to assume and
assign certain executory contracts and unexpired leases.  Active
Burgess and Automotive Gage, secured creditors of the Debtors,
argued that both the amended and restated asset purchase agreement
and sale request failed to identify that the molds are customer
owned or unpaid tooling.  Thus, they could not determine whether a
purchaser is acquiring rights in the molds.

On behalf of the objecting parties, Michael R. Wernette, Esq., at
Schafer and Weiner, PLLC in Bloomfield Hills, Michigan, related
that the Debtors purchased molds from Active Burgess and failed to
pay for them in full.

Mr. Werenette said that Active Burgess and Automotive Gage asked
the Debtor to clarify this issue but received no response from the
Debtor.

Flex-N-Gate, LLC in Urbana, Illinois, produced the only acceptable
bid for the Debtors in a bankruptcy auction held on March 3, 2007.  
Magna International in Canada attended the auction on Monday but
decline to make a bid, according to Don Shilling of vindy.com.

A full-text copy of the Amended and Restated Asset Purchase
Agreement is available for free at:

              http://ResearchArchives.com/t/s?28d8

A full-text copy of the asset sale request is available for free
at:

              http://ResearchArchives.com/t/s?28d9

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

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

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

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

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

                          *     *     *

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


BUILDING MATERIALS: Declining Sales Cue Moody's Ratings Cuts to B2
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Building
Materials Holding Corporation, including its corporate family
rating to B2 from B1, its probability-of-default rating to B3 from
B2, and its first-lien bank credit facility rating to B2 (LGD3,
39%) from B1 (LGD3, 38%).  This concludes the review that was
commenced on Feb. 13, 2008.  The ratings outlook is negative.

The downgrade is prompted by BMHC's declining sales, deteriorating
credit metrics, and the company's need to seek covenant relief
under its bank credit facility after receiving a temporary waiver
of compliance from its banks for the 4th quarter of 2007.  

On Feb. 29, 2008, the company successfully amended its bank credit
facility, which now provides a larger degree of headroom under a
set of relaxed financial covenants.  However, the size of the
revolving credit facility was reduced to $200 million from
$500 million, and is subject to a restrictive borrowing base.   
Moody's expectation that weak homebuilding market conditions will
continue throughout 2008 and potentially into 2009, could exert
further pressure on the company's operating performance and credit
profile, with credit availability remaining tight throughout this
period.  BMHC's scale, its leading industry position, and its
longer term prospects as one of the nation's largest providers of
residential construction services and building materials continue
to support its B2 rating.

The negative ratings outlook reflects continued weakness in new
home construction, large inventories of unsold homes, declining
home prices and weak consumer confidence.  Tightened mortgage
lending practices also weigh heavily on intermediate term
prospects for a recovery in housing demand.  The company's ability
to cut costs, reduce capital expenditures, manage working capital
needs, and maintain adequate liquidity until homebuilding industry
fundamentals stabilize partially mitigate downward pressure.

Headquartered in San Francisco, California, BMHC, a Fortune 1000
company, is one of the largest providers of residential
construction services and building materials in the United States.   
BMHC serves the homebuilding industry through two subsidiaries:
SelectBuild provides construction services to high-volume
production homebuilders in key growth markets across the country;
and BMC West distributes building materials and manufactures
building components for professional builders and contractors in
the western and southern states.


CAPRI CONDOMINIUMS: Wants to Hire Kingery & Crouse as Accountant
----------------------------------------------------------------
The Capri Condominiums Limited Partnership asks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Charles Crouse at Kingery & Crouse, P.A. as its accountant under
general retainer.

Kingery & Crouse will:

     a) give advice to the Debtor regarding budgetary and other
        financial issues and challenges involving the Development;

     b) assist the Debtor with respect to its responsibilities in     
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirements and with the rules of the Court,
        including the preparation and review of monthly operating
        reports and underlying financial data; and

     c) work with management of the Debtor, as well as counsel, in
        the preparation of a plan of reorganization and in
        assessing and establishing feasibility and advisability.

The firm will bill the Debtor at these rates:

      Designation            Hourly Rates
      -----------            ------------
      Managers                $150 - $220
      General Staff            $85 - $125

Charles Crouse and Mark Kingery will charge the Debtor at $240 per
hour.

Prior to bankruptcy filing, the firm has accrued a $3,350 claim
for services from the Debtor.  It is anticipated that this account
receivable will be waived by the firm as a condition precedent to
appointment.

To the best of the Debtor's knowledge, the firm holds no interest
adverse to the Debtor and its estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Tampa, Florida-based The Capri Condominiums LP owns and manages
condominiums.  Capri is operated by Euro American Investors Group
in The Netherlands, which runs an office in Tampa, Florida.  Euro
American Investors -- http://www.eaig.nl/-- is an international   
company that offers a complete package property with the focus on
the United States and Europe.  Since its launch in 1979, Euro
American Investors built a diversified portfolio of properties,
apartments, offices, commercial buildings, and shopping malls.

Capri Condominiums sought protection under chapter 11 on Feb. 6,
2008 (Bankr. M.D. Fla. Case No. 08-01553).  Maureen A. Vitucci,
Esq., at Gray Robinson PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $10 million and $50 million.


CARAUSTAR INDUSTRIES: S&P Chips Ratings to 'B-' on Weak Earnings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Caraustar Industries Inc., including its corporate credit rating,
to 'B-' from 'B+'.  The outlook is negative.
     
"The downgrade reflects continuing weak earnings and cash flow,
lower-than-expected liquidity, and refinancing risk," said
Standard & Poor's credit analyst Pamela Rice.  "Fourth-quarter
2007 earnings were substantially weaker than expected.  In
addition, margin pressure from raw material and energy costs
persists, and the realization of recently announced price
increases is uncertain.  We are also concerned about the company's
ability to address the June 1, 2009, maturity of its $190 million
senior unsecured notes given the challenging credit markets."
     
Caraustar had about $315 million of total debt, including debt-
like obligations, at Dec. 31, 2007.
     
Austell, Georgia-based Caraustar is one of the largest U.S.
manufacturers of 100% recycled paperboard.
     
"We could lower the ratings if Caraustar's profitability worsens
in the next few quarters, if market conditions deteriorate, or if
liquidity narrows," Ms. Rice said.  "We could also lower the
ratings if the company is unable to address its June 2009 debt
maturity in a manner that does not harm credit quality.  We could
revise the outlook to stable if the company is able to realize
sufficient benefits from its rationalization and cost-reduction
efforts and price increases to meaningfully improve earnings over
the next few quarters and successfully refinances or repays its
maturing debt."


CARLYLE CAPITAL: Misses Margin Calls and Gets Notice of Default
---------------------------------------------------------------
Carlyle Capital Corporation Limited said that since filing its
annual report on Feb. 28, 2008, the company has been subject to
margin calls and additional collateral requirements totaling more
than $60 million.

It said that until March 5, the company had met all of the margin
requirements imposed by its repo counterparties.  However, on
March 5, the company received additional margin calls from seven
of its 13 repo counterparties totaling more than $37 million.  The
company has met margin calls from three of these financing
counterparties that have indicated a willingness to work with the
company during these tumultuous times, but did not meet the margin
requirements of the four other repo financing counterparties.  

>From this group of four counterparties, one notice of default has
been received by the company and management expects to receive at
least one additional default notice.

John Stomber, Chief Executive Officer, President and Chief
Investment Officer of the company, said, "The last few days have
created a market environment where the repo counterparties' margin
prices for our AAA-rated U.S. government agency floating rate
capped securities issued by Fannie Mae and Freddie Mac are not
representative of the underlying recoverable value of these
securities.  Unfortunately, this disconnect has created
instability and variability in our repo financing arrangements.
Management is actively working with the company's repo
counterparties to develop more stable financing terms."

Since the liquidity crisis in global fixed income markets started
in August, the company has sold almost $1 billion in non-RMBS
assets to improve liquidity and reduce leverage.  The company has
also received significant support from The Carlyle Group, most
notably in the form of a $150 million subordinated revolving
credit line.

            Fourth Quarter 2007 Highlights and Update

The company had net income for the fourth quarter of 2007 was
$17.6 million, compared to a net loss of $34.2 million in the
third quarter of 2007.  Fully diluted net income per Class B share
was $0.34 in the fourth quarter, compared to a loss per Class B
share of $0.74 in the third quarter of 2007.  Net income for the
year ended Dec. 31, 2007, was $16.8 million, or $0.45 per Class B
share on a fully diluted basis.

As of Feb. 27, 2008, the company's $21.7 billion investment
portfolio is comprised exclusively of AAA-rated floating rate
capped residential mortgage backed securities issued by Fannie Mae
and Freddie Mac, which are considered to have the implied
guarantee of the U.S. government and are expected to pay at par at
maturity.

The Carlyle Group agreed to increase the $100 million unsecured
revolving credit facility made available to the company to $150
million and extend the maturity to July 1, 2009.  As of Feb. 27,
2008, the company had $80 million of availability under this
credit facility.

As of Feb. 27, 2008, the company had unused repo lines of $2.4
billion with 11 counterparties.

As of Dec. 31, 2007, the company's "Liquidity Cushion" was $67.2
million and was comprised of cash and cash equivalents,
unencumbered AAA-rated mortgage backed securities and available
committed borrowings from The Carlyle Group.  As of Feb. 27, 2008,
the company's Liquidity Cushion had increased to $130 million.  
The Liquidity Cushion consists of an existing $80 million
Liquidity Cushion plus the additional $50 million increase to the
existing unsecured revolver provided by Carlyle.

The Carlyle Group with the support of the Board of Directors of
the company waived the incentive fee earned for the fourth quarter
of 2007.  The Carlyle Group also amended its Investment Management
Agreement so that the incentive fee will only be earned with
respect to a calendar quarter for which the Board declares a
dividend on the company's Class B shares.

The Board of Directors decided to retain the company's fourth
quarter earnings and not pay a dividend to achieve its short term
objective of preserving the long term value of its shareholders'
equity.

During the fourth quarter of 2007, an affiliate of Carlyle
Investment Management LLC, the company's investment manager,
purchased Class B shares of the company in the open market
increasing its ownership to approximately 15% of the issued and
outstanding Class B shares from approximately 12% at the time of
the global offering.

"During the fourth quarter our portfolio stabilized and we were
able to generate returns consistent with our near term targets,"
said John Stomber, Chief Executive Officer, President and Chief
Investment Officer of the Company.  "We are focused on building
our liquidity cushion and broadening our available repo lines.  We
continue to run our business to preserve the value of our
shareholders' equity and to position the Company to meet our long
run objectives of earning an attractive risk adjusted return and
paying a consistent dividend in the future."

A full-text copy of the company's annual report can be obtained at
http://ResearchArchives.com/t/s?28d7

                      About Carlyle Capital

Carlyle Capital Corporation Limited (Euronext Amsterdam ticker
symbol: CCC; ISIN: GG00B1VYV826) --
http://www.carlylecapitalcorp.com/-- is a Guernsey investment  
company that was formed on Aug. 29, 2006.  It is a closed-end
investment fund domiciled and registered as a limited company
under the laws of Guernsey, Channel Islands. The company invests
in a diversified portfolio of fixed income assets including high-
grade mortgages and credit products.  The company's day-to-day
activities and investment portfolio are managed by Carlyle
Investment Management LLC, whose investment professionals have
extensive experience in the areas of mortgage finance, leveraged
finance, capital markets transaction structuring and
risk/portfolio management.

CIM manages the company pursuant to a management agreement.  CIM
is a registered investment adviser under the U.S. Investment
Advisers Act of 1940 and is an affiliate of The Carlyle Group.


CARLYLE CAPITAL: Continuing Talks with Lenders on Financial Woes
----------------------------------------------------------------
Carlyle Capital Corporation Limited said Friday that it is in
continuing discussions with its lenders regarding its financing
situation.

The Wall Street Journal reports that lenders are to meet at 10:30
a.m. today.

The company disclosed that it received on Thursday substantial
additional margin calls and additional default notices from its
lenders.  The company was also notified that some of its
residential mortgage-backed securities had been liquidated by
lenders who had previously issued default notices to the company.  
It is possible that additional securities may be liquidated by the
lenders, the company said.

A story on missed margin calls and default notice accompanies
today's copy of the Troubled Company Reporter.

In the past several days there has been a rapid and severe
deterioration in the market for U.S. government agency AAA-rated
residential mortgage-backed securities, the company explained.  
Based on the weakened market, several of the company's lenders
marked down the value of the company's RMBS and informed the
company that they would soon materially increase their collateral
requirements.

Although the company believed last week that it had sufficient
liquidity, it was informed by its lenders this week that
additional margin calls and increased collateral requirements
would be significant and well in excess of the margin calls it
received Wednesday.  The company believes these additional margin
calls and increased collateral requirements could quickly deplete
its liquidity and impair its capital.

Carlyle Capital said its management is closely monitoring the
situation and considering all available options for the company.

Carlyle Capital's ultimate parent, The Carlyle Group, pulled its
support for the investment vehicle and trading of Carlyle
Capital's stock has been halted, WSJ relates.

Citigroup analyst Donald Fandetti commented that Carlyle Capital
will face liquidation or bankruptcy unless Carlyle Group takes
another rescue effort, The Associated Press and WSJ say.

                      About Carlyle Capital

Carlyle Capital Corporation Limited (Euronext Amsterdam ticker
symbol: CCC; ISIN: GG00B1VYV826) --
http://www.carlylecapitalcorp.com/-- is a Guernsey investment  
company that was formed on Aug. 29, 2006.  It is a closed-end
investment fund domiciled and registered as a limited company
under the laws of Guernsey, Channel Islands. The company invests
in a diversified portfolio of fixed income assets including high-
grade mortgages and credit products.  The company's day-to-day
activities and investment portfolio are managed by Carlyle
Investment Management LLC, whose investment professionals have
extensive experience in the areas of mortgage finance, leveraged
finance, capital markets transaction structuring and
risk/portfolio management.

CIM manages the company pursuant to a management agreement.  CIM
is a registered investment adviser under the U.S. Investment
Advisers Act of 1940 and is an affiliate of The Carlyle Group.


CASA DE CAMBIO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Casa de Cambio Majapara S.A. de C.V.
        aka Majapara Casa de Cambio
        Lago Margarita No. 16
        Colonia Granada, C.P. 11520
        Mexico, D.F.

Bankruptcy Case No.: 08-05230

Type of Business: The Debtor is engaged in financial transactions
                  processing, reserve, and clearing house
                  activities.  See http://www.majapara.com.mx

Chapter 11 Petition Date: March 5, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Andrew L. Wool, Esq.
                     (andrew.wool@kattenlaw.com)
                  Katten Muchin Rosenman, LLP
                  525 West Monroe Street
                  Chicago, IL 60661
                  Tel: (312) 902-5623
                  http://www.kattenlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wachovia Bank N.A.             contract, disputed,   $24,197,000
Attention: Carlos Perez        quasi-contract,
200 South Biscayne Boulevard,  trade
12 Floor
Miami, FL 33131
Tel: (305) 789-6920

Blanca Nieves Luisa            contract,             $2,009,944
Valle Villazon                 quasi-contract,
Navegantes 234 Esq.            trade
Jacarandas
Col. Virginia
Boca del Rio C.P. 94294
Veracruz, Mexico
Tel: 52-229-935-1909

Adquira Mexico S.A. de C.V.    contract,             $1,674,436
Attention: Miguel Angel        quasi-contract,
Escalona                       trade
Paseo de la Reforma No. 1200
Piso 2, Cruz Manca
Cuajimalpa C.P. 5349
Mexico, D.F.
Tel: 52-55-5-16169714

Zions First National Bank      contract,             $1,670,690
Attention: Lourdes Vega        quasi-contract,
1 South Main Street            trade
Salt Lake City, UT 84111-1904
Tel: (801) 844-7876

Andamios Cimbras Y Casetone    contract,             $730,580
S.A. de C.V.                   quasi-contract,
Attention: Marcelo Vazquez     trade
Stringel
Patricio Sanz No.33 Desp. 101
Col. del Valle
Mexico, D.F. C.P. 03100
Tel: 52-55-5-669-1188

Secrimex, S.A. de C.V.         contract,             $618,192
Attention: Ana Maria Amador    quasi-contract,
Lopez                          trade
Calle 2 No. 16
Col. Alce Blanco
Naucalpan de Juarez C.P. 53370
Estado de Mexico

Piso Prestigio S.A. de C.V.    contract,             $614,590
Attention: Adan Esparza        quasi-contract,
Sanchez                        trade
Calz. Lazaro Cardenas 4145
Col. Camino Real
Zapopan, Jal. C.P. 45040
Mexico
Tel: 52-33-3647-4088

Su Casa Produce, LLC           contract,             $580,134
Attention: Victor Manuel Diaz  quasi-contract,
188 Old Tucson Road            trade
P.O. Box 1381
Nogales, AZ 85628
tel: 520-281-1409

Agencia de Viajes K            contract,             $478,749
Attention: Rosa Maria Lopez    quasi-contract,
Ramirez                        trade
Baedeker S.A. de C.V.
Tlacotalpan 96 Esquina
Tehuantepec
Col. Roma Sur C.P. 6760
Mexico, D.F.
Tel: 52-55-5-5574-4040

Promedia Computer S.A. de      contract,             $416,105
C.V.                           quasi-contract,
Attention: Evangelina Reyes    trade
Perez
Av. Baja California 196-201
Del. Benito Juarez C.P. 6700
Mexico, D.F.
Tel: 52-55-5-5564-3994

Industrias John Crane          contract,             $400,000
de Mexico S.A de C.V.          quasi-contract,
Attention: Lic. Jesus Urdaneta trade
Poniente 152 No. 667
Col. Industrial Vallejo
C.P. 02300
Mexico, D.F.
Tel: 52-55-5-5385-0525

Taurus-Espa A, S.a. de C.V.    contract,             $396,585
Attention: José Luis Fernandez quasi-contract,
Henriquez                      trade
Rosas Moreno 4-203
Col. San Rafael C.P. 6470
Mexico, D.F.
Tel: 52-55-5-5546-8162
     ext. 239

Standard Machinery and Supply  contract,             $394,000
Co. S.A. de C.V.               quasi-contract,
Attention: Barbara Hernandez   trade
Larrieta
Tenayuca 82
Fracc. Ind. Tlalnepantla C.P.
54030
Estado de Mexico
Tel: 52-55-5-565-6741

Suspension Y Direccion S.A. de contract,             $329,071
C.V.                           quasi-contract,
Attention: Luis Becerril       trade
Colorado
Dr. Lucio 211
Col. Doctores C.P. 06720
Mexico, D.F.
Tel: 52-55-5134-0700

Instituto Tecnologico          contract,             $278,311
Autonomo de Mexico             quasi-contract,
Attention: Monica de Lourdes   trade
Arrieta Blanco
Rio Hondo No. 1
Col Tizapan, San Angel C.P.
01000
Mexico, D.F.
Tel: 52-55-5-5628-4000

Grupo Plastico Nova S.A. de    contract,             $277,872
C.V.                           quasi-contract,
Attention: Laura Garcia        trade
Carrillo
San Juan 768
Col. Granjas Modernas C.P.
07460
Mexico, D.F.
Tel: 52-55-5-5748-0583

Suyun Yan Hu                   contract,             $270,964
Dr. Salvador Garcia Diego      quasi-contract,
209, Col. Doctores C.P. 06720  trade
Mexico, D.F.
Tel: 52-55-5-3096-8108

America Maria Luisa Taracido   contract,             $247,880
Berea                          quasi-contract,
                               trade

Rittal, S.A. de C.V.           contract,             $240,524
                               quasi-contract,
                               trade

Catalizadores Salh Mon S.A. de contract,             $213,495
C.V.                           quasi-contract,
                               trade


CASELLA WASTE: Posts $4.6 Mil. Net Loss for the 2008 Third Quarter
------------------------------------------------------------------
Casella Waste Systems Inc. reports $4.6 million net loss for the
third quarter ended Jan. 31, 2008, up from a net loss of $0.8
million for the same quarter in 2007.

For the 2008 third quarter, the company reported revenues of
$141.4 million, up $12.6 million, or 9.8% from $128.8 million of
the 2007 third quarter.

General and administration costs for the quarter include a
$1.2 million non-recurring charge incurred as the result of the
company's management reorganization.  This reorganization charge
resulted in an after tax impact of negative $0.03 per share.

Including this one-time charge, operating income for the quarter
was $7.3 million, down $1.8 million over the same quarter last
year.

Cash provided by operating activities in the quarter was
$16.0 million, compared to $16.2 million for the same quarter last
year.

The company said its GreenFiber unit continues to be severely
impacted by the slowdown in the housing market.  The company's
income from equity method investments was down $1.9 million
compared to the same quarter last year, with the company's share
of GreenFiber's net income down $1.6 million during this period.   
The year-over-year losses from equity method investments resulted
in an after tax impact of negative $0.05 per share.

For the nine months ended Jan. 31, 2008, the company reported
revenues of $442.8 million, up 8.1% from $409.6 million revenues
for the same period last year.  Operating income for the nine
month period was $36.4 million, up $3.8 million or 11.7% over the
same period last year.  Cash provided by operating activities for
the nine month period was $51.7 million, down $4.7 million
compared to the same period last year.

As of Jan. 31, 2008, the company's balance sheet showed total
assets of $830.1 million, total liabilities of $699.0 million and
a total stockholders' equity of $131.0 million.

                        About Casella Waste

Headquartered in Rutland, Vermont, Casella Waste Systems Inc.
(NASDAQ:CWST) --  http://www.casella.com/--provides collection,  
transfer, disposal and recycling services to residential,
industrial and commercial customers, primarily in the eastern
United States.  It operates solid waste operations in Vermont, New
Hampshire, New York, Massachusetts and Maine, and stand alone
materials processing facilities in Pennsylvania, New Jersey, North
Carolina, South Carolina, Tennessee, Georgia, Florida, Michigan
and Wisconsin.  As of May 31, 2007, the company owned and operated
38 solid waste collection operations, 32 transfer stations, 38
recycling facilities, eight Subtitle D landfills, two landfills
permitted to accept construction and demolition materials, and one
waste-to-energy facility, as well as a 50% interest in a joint
venture that manufactures, markets and sells cellulose insulation
made from recycled fiber and a 20.5% interest in a company that
markets an incentive-based recycling service.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Moody's Investors Service affirmed its debt ratings of Casella
Waste Systems, Inc. as: corporate family and probability of
default, each at B1, and senior subordinated at B3.  Moody's
changed the ratings outlook to negative from stable.


CHAMP CAR: Goes Bankrupt, Plans to Sell Assets to Indy Racing
-------------------------------------------------------------
Champ Car World Series LLC was put into chapter 11 bankruptcy by
its counsels on March 5, 2008, John Oreovicz writes for ABC Local
News in North Carolina.

Despite the bankruptcy, Champ Car plans to proceed in the
management of its business and operate as a debtor-in-possession,
the report says.

Champ Car is scheduled to host an open-wheel race in Long Beach,
California -- http://www.longbeachgp.com/-- on April 18 to 20,  
2008, the Debtor's alleged final event, ABC relates.

In a statement filed with the Court, Champ Car vice president and
chief financial officer, Gene Cottingham, said that the Debtor's
board of managers has decided that it's no longer financially
sound to continue and open-wheel series and found that there is
insufficient money to operate the event this year, ABC notes.  
Champ Car's board is composed of Kevin Kalkhoven, Gerald Forsythe,
Paul Gentilozzi and Dan Pettit, ABC reports.  Its major owners are
Kalkhoven, by its 21st Century Racing Holdings LLC unit and
Forsythe by its Willis Capital LLC unit, ABC adds.

Also, Champ Car plans to liquidate its assets related to the open-
wheel racing to the Indy Racing League for the unification of
open-wheel racing with Indy-style racing by the beginning of this
year's season, ABC quotes Mr. Cottingham's statement.

According to court documents, Champ Car's board have already
decided to file for bankruptcy as early as Feb. 14, 2008, before
major owners issued a memorandum of understanding, ABC relates.  

In the memorandum, Kalkhoven and Forsythe ordered the sale of
"substantially all" of Champ Car's "intangible assets" and its
"mobile medical unit to the IRL for $6 million," ABC reveals.  The
memorandum also provides $2 million each to the major owners who
promised to support the open-wheel racing in Long Beach, ABC says.

The Long Beach race is operated by Aquarium Holdings LLC, owned by
Kalkhoven and Forsythe, ABC notes.

On Feb. 2, 2004, Judge Frank J. Otte of the U.S. Bankruptcy Court
for the Southern District of Indiana permitted the sale of
Championship Auto Racing Teams Inc.'s assets to Kalkhoven and
Forsythe's unit, which is now known as Champ Car World Series LLC,
ABC reveals.

The Troubled Company Reporter said on Jan. 2, 2006, that the
stockholders of Championship Auto, aka CART Inc., approved on Dec.
29, 2005, the company's Plan of Liquidation and Dissolution
offered for vote at a Special Meeting.

                         About Champ Car

Indianapolis-based Champ Car World Series LLC, fdba Open Wheel
Racing Series LLC and Corkscrew Acquisition LLC, --
http://www.champcarworldseries.com/-- organizes and operates a  
racing circuit that features about 20 drivers competing in single-
seat, open-wheeled race cars.  The circuit includes more than a
dozen race tracks and road courses in the US, Canada, Mexico, and
Australia.  It regulates the sport and promotes the races; it
generates revenue from sponsorships and broadcasting rights.

It filed for chapter 11 protection on March 5, 2008 (Bankr. S.D.
Ind. Case No. 08-02172).  Gary Lynn Hostetler, Esq., and Jeffrey
A. Hokanson, Esq., at Hostetler & Kowalik PC represent the Debtor
in its restructuring efforts.  The Debtor had assets of between
$10 million to $50 million and debts between $1 million to $10
million when it filed for bankruptcy.  Its largest unsecured
creditor, Cosworth Inc., is owed $1,825,000.


CHINA AOXING: To Restate Financial Statements to Correct Errors
---------------------------------------------------------------
On Feb. 28, 2008 China Aoxing Pharmaceutical Company Inc. was
notified by its independent accountant, Paritz & Co., P.A., that
the company's financial statements for the year ended June 30,
2007, should not be relied upon.  In addition, the information
provided by Paritz & Co. indicated that the financial statements
contained in these filings also should not be relied upon:

    Form 10-QSB for the period ended December 31, 2006;
    Form 10-QSB for the period ended March 31, 2007;
    Form 10-KSB for the year ended June 30, 2007;
    Form 10-QSB for the period ended September 30, 2007;
    Form 10-QSB for the period ended December 31, 2007.

The restatement of China Aoxing's financial statements is
necessary to correct the improper accounting treatment for the
sale of 1,058,000 units of securities by China Aoxing in the fall
of 2006.  The units consisted of either one convertible debenture
and four common stock purchase warrants or one share of common
stock and four common share purchase warrants.  

                        About China Aoxing

Incorporated in the State of Florida and headquartered in Jersey
City, New Jersey, China Aoxing Pharmaceutical Company Inc. (OTC
BB: CAXG) is a pharmaceutical company engaged in research,
development, manufacturing and marketing of a range of narcotics
and pain management pharmaceutical products in generic and
formulations.  The company's operating subsidiary, Hebei Aoxing
Pharmaceutical Co. Inc. is a corporation organized under the laws
of the People's Republic of China.  

                          *     *     *

Paritz & Company P.A., in  Hackensack, New Jersey, expressed
substantial doubt about China Aoxing Pharmaceutical Co. Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended  
June 30, 2007 and 2006.  The auditing firm said that the company's
current liabilities substantially exceeded its current assets.


CLEAR CHANNEL: Extends Closing of Notes Tender Offer to March 18
----------------------------------------------------------------
Clear Channel Communications Inc. extended the date on which:

   -- the pricing for the Notes will be established from 2:00 p.m.
      New York City time on March 6, 2008, to 2:00 p.m. New York
      City time on March 14, 2008;

   -- the tender offers are scheduled to expire from 8:00 a.m. New
      York City time on March 10, 2008, to 8:00 a.m. New York City
      time on March 18, 2008; and

   -- the consent payment deadline for the Notes from 8:00 a.m.
      New York City time on March 10, 2008, to 8:00 a.m. New York
      City time on March 18, 2008.

Each of the Price Determination Date, the Offer Expiration Date
and the Consent Payment Deadline is subject to extension by Clear
Channel, with respect to the for its outstanding 7.65% Senior
Notes due 2010 (CUSIP No. 184502AK8) and Clear Channel's
subsidiary AMFM Operating Inc.'s outstanding 8% Senior Notes due
2008 (CUSIP No. 158916AL0), in their sole discretion.

Clear Channel disclosed on Jan. 2, 2008, that it had received,
pursuant to its tender offer and consent solicitation for the CCU
Notes, the requisite consents to adopt the proposed amendments to
the CCU Notes and the indenture governing the CCU Notes applicable
to the CCU Notes, and that AMFM had received, pursuant to its  
tender offer and consent solicitation for the AMFM Notes, the
requisite consents to adopt the proposed amendments to the AMFM
Notes and the indenture governing the AMFM Notes.

The Clear Channel tender offer and consent solicitation is being
made pursuant to the terms and conditions set forth in the Clear
Channel Offer to Purchase and Consent Solicitation Statement for
the CCU Notes dated Dec. 17, 2007, and the related Letter of
Transmittal and Consent.

The AMFM tender offer and consent solicitation is being made
pursuant to the terms and conditions set forth in the AMFM Offer
to Purchase and Consent Solicitation Statement for the AMFM Notes
dated Dec. 17, 2007, and the related Letter of Transmittal and
Consent.

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.

Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.  Questions
regarding the transaction should be directed to Citi at (800) 558-
3745 (toll-free) or (212) 723-6106 (collect).  Requests for
documentation should be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for banks and brokers only) or
(866) 924-2200 (for all others toll-free).

The tender offers and consent solicitations for the Notes are  
made in connection with the merger with BT Triple Crown Merger Co.
Inc.  The completion of the Merger and the related debt financings
are not subject to, or conditioned upon, the completion of the
tender offers or the related consent solicitations or the adoption
of the proposed amendments with respect to the Notes.

The closing of the Merger is expected to occur during the first
quarter 2008.  The closing of the Merger is subject to customary
closing conditions.

                        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.


CNL FUNDING: Fitch Chips Ratings on Three Certificate Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the three CNL
Funding Franchise Loan Transactions listed below:

CNL Funding 1998-1, LP
  -- Classes IO-1, IO-2, A-1b, and A-2b affirmed at 'AAA';
  -- Classes B-1 and B-2 affirmed at 'AA';
  -- Classes C-1 and C-2 affirmed at 'A';
  -- Classes D-1 and D-2 affirmed at 'BBB+';
  -- Class E-1 downgraded to 'BB+' from 'BBB-';
  -- Class E-2 affirmed at 'BBB-';
  -- Class F-1 downgraded to 'B+' from 'BB-';
  -- Class F-2 affirmed at 'BB';
  -- Class G-1 downgraded to 'CC/DR4' from 'CCC/DR3';
  -- Class G-2 affirmed at 'B-/DR1'.

Classes E-1, F-1, F-2, G-1, and G-2 are removed from Rating Watch
Negative.

CNL Funding 1999-1, LP
  -- Classes IO, A-1, and A-2 affirmed at 'AAA';
  -- Class B affirmed at 'AA';
  -- Class C affirmed at 'A';
  -- Class D affirmed at 'A-'.

CNL Funding 2000-A, LP

Class A-2, currently rated 'AAA', remains on Rating Watch
Negative.*

* Class A-2 rating is based on the strength of the MBIA insurance
   policy.

On March 15, 2007 Fitch downgraded classes F-1, G-1, and G-2 and
placed on Rating Watch Negative classes E-1, F-1, F-2, G-1, and
G-2 of the 1998-1 transaction.  The fixed rate notes are supported
by a pool of fixed rate loans and perform independently from the
variable rate notes which are supported by a pool of variable rate
loans.  The downgrades and Rating Watch Negative assignments were
due to the special servicing of two large obligors, one in the
variable rate collateral pool and the other in the fixed rate
pool, facing cash flow concerns.  Since that time, the obligor in
the variable rate pool has been removed from special servicing,
resulting in the removal of the Rating Watch Negative on the
variable rate classes.  While the fixed rate obligor remains
current on all payments, their situation has not yet been resolved
and it is unlikely that it will be in the near future.  The size
of the obligor and the uncertainty regarding the final recovery of
the outstanding loan balance led to the downgrade and removal of
Rating Watch Negative on certain fixed rate classes.

Fitch's analysis incorporated anticipated losses on defaulted and
specially serviced collateral given the servicer's and Fitch's
recovery expectations.  Fitch's recovery expectations are based on
historical collateral-specific recoveries experienced in the
franchise Asset Backed Securities sector.  The resulting
anticipated collateral losses were then applied to the transaction
structure, enabling Fitch to assess the impact of the losses on
the securities and available credit enhancement.

As a result of the aforementioned analysis, negative rating
actions were taken on the CNL Funding 1998-1 fixed rate notes as
listed above while remaining transactions were found to have
credit support consistent with Fitch's previous review resulting
in the affirmation of the current ratings.


CONTINENTAL AIRLINES: Pilots Rally on March 12 in Support of Talks
------------------------------------------------------------------
Pilots at Continental Airlines Inc., represented by the Air Line
Pilots Association International, are rallying to tell management:
"the loan is due."

The rally will be from 8:00 a.m. to 9:15 a.m. ET on Wednesday,
March 12, 2008, at the Newark Airport Hotel at 1000 Spring Street,
in Elizabeth, New Jersey.

Pilots will also hold informational picketing lines at the NYC
Financial District in Broad Street and Exchange Pl from 11:00 a.m.
to 1:00 p.m. ET and a rally in Battery Park, Clinton Castle from
1:30 p.m. to 2:25 p.m. ET.

Continental Airlines pilots gave up more than $200 million
annually in concessions in their last contract as a "loan" to help
Continental Airlines overcome the threat of bankruptcy and help
management achieve success.  Continental is now one of the most
prosperous airline carriers, achieving a 2007 pre-tax profit of
$566 million.  Continental pilots believe the time for repayment
of their "loan" is now due and they should share in the rewards
and profits made possible by their sacrifices that are now being
enjoyed by management.  Continental pilots are preparing for the
start of negotiations for the economic items of their contract
(pay, benefits, etc.), which becomes amendable Dec. 31, 2008.

Hundreds of pilots, in uniform, will be conducting informational
picketing in the Financial District, followed by a rally in
Battery Park.

Speakers at Battery Park will include Continental union leader
Capt. Jay Pierce, local union representative Capt. Al Brandano,
and ALPA president Capt. John Prater.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.


COUNTRYWIDE HOME: S&P Takes Various Rating Actions on RMBS Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 17
classes of U.S. residential mortgage-backed securities from 10
Countrywide Home Loan Mortgage Pass-Through Trust transactions
backed by prime jumbo mortgage collateral.  At the same time, S&P
lowered its ratings on 29 classes and affirmed its ratings on 986
classes from various CHL transactions.
     
The raised ratings reflect collateral pool performance, which has
allowed current and projected credit support to increase to levels
that are adequate to support the upgrades.  Projected credit
support ranges from 1.91x to 3.66x the loss coverage levels
associated with the raised ratings.  The average projected credit
support coverage is 2.37x.  Cumulative losses for these series
ranged from 0.00% to 0.10% of the original pool balances.  Severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
0.00% to 3.11% of the current pool balances.  The upgraded deals
have paid down to less than 31.28% of their original pool
balances.
     
The lowered ratings are based on the deterioration of available
credit support provided by the senior-subordinate structure of the
deals and S&P's projected losses based on the dollar amount of
loans in the delinquency pipeline.  In each case, the projected
credit support remaining after projecting losses is no longer
sufficient to warrant the prior rating.  Cumulative losses for
these series ranged from 0.10% to 0.13% of the original pool
balances.  Severe delinquencies ranged from 3.19% to 5.44% of the
current pool balances.  The downgraded deals have paid down to
less than 55.13% of their original pool balances.
     
The affirmations are based on pool performance that has allowed
current and projected credit support to remain at levels that are
adequate to support the current ratings.  Cumulative losses for
these series ranged from 0.00% to 0.13% of the original pool
balances.  Severe delinquencies ranged from 0.00% to 5.44% of the
current pool balances.  The affirmed deals have paid down to less
than 74.20% of the original pool balances, and one deal has paid
down to 0.61% of its original pool balance.
     
The underlying collateral backing these transactions consists
primarily of prime jumbo, fully amortizing fixed- and adjustable-
rate first-lien mortgage loans secured by one- to four-family
residential properties.  The original loan terms ranged from 15
years to 30 years.  Subordination is the predominant form of
credit support protecting the certificates from losses.

                         Ratings Lowered

                 CHL Mortgage Pass-Through Trust

                                              Rating
                                              ------
        Transaction  Class               To             From
        -----------  -----               --             ----
        2003-27      B-2                 B              BBB
        2003-27      B-3                 CCC            BB
        2003-27      B-4                 CCC            B
        2003-HYB1    B-2                 BBB            A
        2004-6       B-2                 BB             BBB
        2004-6       B-3                 B              BB
        2004-6       B-4                 CCC            B
        2004-12      I-B-3,II-B-3        B              BB
        2004-12      I-B-4,II-B-4        CCC            B
        2004-20      B-2a,B-2b           BB             BBB
        2004-23      B-4                 CCC            B    
        2004-29      1-B-3,II-B-3        B              BB
        2004-29      1-B-4,II-B-4        CCC            B
        2004-HYB1    B-3                 BB             BB+
        2004-HYB1    B-4                 CCC            B
        2004-HYB3    B-3                 B              BB
        2004-HYB6    B-2                 BB             BBB
        2004-HYB6    B-3                 B              BB
        2004-HYB6    B-4                 CCC            B
        2004-HYB8    II-B-3              B              BB
        2004-HYB8    I-B-4,II-B-4        CCC            B
        2004-HYB9    2-B-3               B              BB
        2004-HYB9    2-B-4               CCC            B

                          Ratings Raised

                  CHL Mortgage Pass-Through Trust

                                               Rating
                                               ------
        Transaction  Class               To             From
        -----------  -----               --             ----
        2002-18      B-1                 AAA            AA+
        2002-18      B-2                 AA             A+
        2002-19      B-2                 AAA            AA+
        2002-21      B-1                 AAA            AA+
        2002-21      B-2                 AA             A+
        2002-25      B-2                 AA+            AA
        2002-26      B-1                 AAA            AA+
        2002-26      B-2                 AA+            A
        2002-27      B-1                 AAA            AA+
        2002-27      B-2                 AA             AA-
        2002-31      B-1                 AAA            AA+
        2002-31      B-2                 AA             AA-
        2002-32      B-1                 AAA            AA+
        2002-32      B-2                 AA             A+
        2002-39      B-1                 AA+            AA
        2003-8       M                   AA+            AA
        2003-8       B-1                 AA-            A

                        Ratings Affirmed

                 CHL Mortgage Pass-Through Trust

        Transaction  Class               Rating
        -----------  -----               ------
        2001-HYB1    1-A-1,2-A-1,3-A-1   AAA
        2001-HYB1    3-A-2               AAA
        2002-18      A-1,A-8,A-9,PO,M    AAA
        2002-19      1-A-1,1-A-13,2-A-2  AAA
        2002-19      2-A-3,2-A-4,PO,M    AAA
        2002-19      B-1                 AAA
        2002-21      A-1,A-3,PO,M        AAA
        2002-22      A-20,PO             AAA
        2002-25      1-A-12,1-A-13       AAA
        2002-25      1-A-14,1-A-15,1-X   AAA
        2002-25      2-A-1,2-X,PO,M,B-1  AAA
        2002-26      A-1,A-2,A-3,A-4,A-5 AAA
        2002-26      PO,M                AAA
        2002-27      A-1,A-6,A-8,A-9     AAA
        2002-27      PO,M                AAA
        2002-30      A-1,A-2,A-3,M       AAA
        2002-30      B-1                 AA+
        2002-30      B-2                 A
        2002-31      A-1,A-2,A-3,A-5,A-6 AAA
        2002-31      A-13,A-14,PO,M      AAA
        2002-31      A-7,A-8,A-10,A-11   AAA
        2002-32      1-A-20,1-A-21,1-X   AAA
        2002-32      1-A-8,1-A-18,1-A-19 AAA
        2002-32      2-A-2,2-A-4,2-A-5   AAA
        2002-32      2-A-6,2-A-7,3-A-1   AAA
        2002-32      3-X,PO,M            AAA
        2002-35      1-A-1,1-A-2,1-A-3   AAA
        2002-35      1-A-4,1-A-5,1-A-6   AAA
        2002-35      1-A-8,2-A-1,2-A-3   AAA
        2002-35      2-A-13,2-A-14,3-A-1 AAA
        2002-35      2-A-4,2-A-6,2-A-7   AAA
        2002-35      2-A-8,2-A-9,2-A-10  AAA
        2002-35      4-A-1,4-A-2,4-A-3   AAA
        2002-35      4-A-4,4-A-5,PO,M    AAA
        2002-35      B-1                 AA+
        2002-35      B-2                 AA
        2002-38      A-1,A-2,A-3,PO      AAA
        2002-38      M                   AA
        2002-38      B-1                 A
        2002-38      B-2                 BBB
        2002-39      A-1,A-16,A-17,A-18  AAA
        2002-39      A-35,A-36,A-37,A-38 AAA
        2002-39      PO,M                AAA
        2002-39      B-2                 A+
        2002-J4      I-A-15,I-A-16,2-A-1 AAA
        2002-J4      PO,M,B-1,B-2        AAA
        2002-J5      1-A-13,1-A-14       AAA
        2002-J5      1-A-15,1-A-16       AAA
        2002-J5      1-A-17,1-X,2-A-1    AAA
        2002-J5      2-X,3-A-1,PO,M,B-1  AAA
        2002-J5      B-2                 AA
        2002-J5      B-3                 A
        2002-J5      B-4                 BBB
        2003-2       A-1,A-2,A-3,A-4     AAA
        2003-2       A-14,A-15,A-16,A-17 AAA
        2003-2       A-18                AAA
        2003-8       A-1,A-2,A-3,A-4,A-5 AAA
        2003-8       A-6,A-7,A-8,PO      AAA
        2003-8       B-2                 BBB
        2003-8       B-3                 BB
        2003-8       B-4                 B
        2003-14      A-1,A-2,A-3,A-4,A-5 AAA
        2003-14      A-10,A-11,A-12,A-13 AAA
        2003-14      A-14,A-15,A-16,A-17 AAA
        2003-14      A-18,A-19,A-20,A-21 AAA
        2003-14      A-22,A-23,A-24,A-25 AAA
        2003-14      A-6,A-7,A-8,A-9     AAA
        2003-14      PO                  AAA
        2003-15      1-A-1,1-A-2,2-A-1   AAA
        2003-15      2-A-2,PO            AAA
        2003-15      M                   AA
        2003-15      B-1                 A
        2003-15      B-2                 BBB
        2003-15      B-3                 BB
        2003-15      B-4                 B
        2003-20      1-A-1,1-A-2,1-A-3   AAA
        2003-20      1-A-12,1-A-13       AAA
        2003-20      1-A-14,1-A-15       AAA
        2003-20      1-A-16,1-A-17,2-A-1 AAA
        2003-20      1-A-4,1-A-5,1-A-8   AAA
        2003-20      1-A-9,1-A-10,1-A-11 AAA
        2003-20      2-A-2,2-A-3,2-A-4   AAA
        2003-20      2-A-5,2-A-6,2-A-7   AAA
        2003-20      2-A-9,2-A-10,3-A-1  AAA
        2003-20      3-A-2,3-A-3,3-A-4   AAA
        2003-20      3-A-5,3-A-6,3-A-7   AAA
        2003-20      3-A-8,3-A-9,3-A-10  AAA
        2003-20      PO                  AAA
        2003-20      M                   AA
        2003-20      B-1                 A
        2003-20      B-2                 BBB
        2003-20      B-3                 BB
        2003-20      B-4                 B
        2003-21      A-1,A-2,A-3         AAA
        2003-21      M                   AA+
        2003-21      B-1                 AA-
        2003-21      B-2                 BBB+
        2003-21      B-3                 BB+
        2003-21      B-4                 B
        2003-26      1-A-1,1-A-2,1-A-3   AAA
        2003-26      1-A-4,1-A-6,2-A-1   AAA
        2003-26      2-A-2,2-A-3,2-A-4   AAA
        2003-26      PO                  AAA
        2003-27      A-1                 AAA
        2003-27      M                   AA+
        2003-27      B-1                 A
        2003-35      1-A-1,1-A-2,1-A-3   AAA
        2003-35      2-A-1,PO            AAA
        2003-35      M                   AA
        2003-35      B-1                 A
        2003-35      B-2                 BBB
        2003-35      B-3                 BB
        2003-35      B-4                 B
        2003-37      I-A-1,2-A-1,2-A-2   AAA
        2003-37      M                   AA+
        2003-37      B-1                 A
        2003-37      B-2                 BBB
        2003-37      B-3                 BB
        2003-37      B-4                 B
        2003-40      A-1,A-2,A-3,A-5,PO  AAA
        2003-40      M                   AA
        2003-40      B-1                 A
        2003-40      B-2                 BBB
        2003-40      B-3                 BB
        2003-40      B-4                 B
        2003-42      1-A-1,2-A-2,2-A-3   AAA
        2003-42      2-A-4,2-X-1,2-X-2   AAA
        2003-42      2-X-3               AAA
        2003-42      M                   AA
        2003-42      B-1                 A
        2003-42      B-2                 BBB
        2003-42      B-3                 BB
        2003-42      B-4                 B
        2003-43      A-1                 AAA
        2003-43      M                   AA
        2003-43      B-1                 A
        2003-43      B-2                 BBB
        2003-43      B-3                 BB
        2003-43      B-4                 B
        2003-46      1-A-1,1-A-2,1-A-3   AAA
        2003-46      2-A-1,3-A-1,4-A-1   AAA
        2003-46      4-A-2,5-A-1,6-A-1   AAA
        2003-46      7-A-1               AAA
        2003-46      M                   AA
        2003-46      B-1                 A
        2003-46      B-2                 BBB
        2003-46      B-3                 BB
        2003-46      B-4                 B
        2003-48      1-A-1,2-A-1,2-A-2   AAA
        2003-48      2-A-3,2-X-1         AAA
        2003-48      M                   AA
        2003-48      B-1                 A
        2003-48      B-2                 BBB
        2003-48      B-3                 BB
        2003-48      B-4                 B
        2003-49      A-2,A-3,A-4,A-5     AAA
        2003-49      A-6,A-7,A-8-A       AAA
        2003-49      A-8-B,A-9,X         AAA
        2003-49      M                   AA
        2003-49      B-1                 A
        2003-49      B-2                 BBB
        2003-49      B-3                 BB
        2003-49      B-4                 B
        2003-50      A-1,PO              AAA
        2003-52      A-1,A-2             AAA
        2003-52      M                   AA+
        2003-52      B-1                 A
        2003-52      B-2                 BBB
        2003-52      B-3                 BB
        2003-52      B-4                 B
        2003-53      A-1                 AAA
        2003-53      M                   AA+
        2003-53      B-1                 A
        2003-53      B-2                 BBB
        2003-53      B-3                 BB
        2003-53      B-4                 B
        2003-54      A-1                 AAA
        2003-54      M                   AA
        2003-54      B-1                 A
        2003-54      B-2                 BBB
        2003-54      B-3                 BB
        2003-54      B-4                 B
        2003-56      1-A-1,2-A-5,2-X     AAA
        2003-56      3-A-5,3-A-6,3-A-7A  AAA
        2003-56      3-A-7B,3-A-7C,3-X   AAA
        2003-56      4-A-1,4-A-2,5-A-1   AAA
        2003-56      5-X,6-A-1,7-A-1,7-X AAA
        2003-56      8-A-1,9-A-1         AAA
        2003-56      M                   AA
        2003-56      B-1                 A
        2003-56      B-2                 BBB
        2003-56      B-3                 BB
        2003-56      B-4                 B
        2003-58      1-A,2-A-1,2-A-2     AAA
        2003-58      2-X,3-A             AAA
        2003-58      M                   AA
        2003-58      B-1                 A
        2003-58      B-2                 BBB
        2003-58      B-3                 BB
        2003-58      B-4                 B
        2003-60      1-A-1,2-A-1,3-A-1   AAA
        2003-60      4-A-1               AAA
        2003-60      M                   AA+
        2003-60      B-1                 A+
        2003-60      B-2                 BBB
        2003-60      B-3                 BB
        2003-60      B-4                 B
        2003-HYB1    1-A-1,2-A-1,3-A-1   AAA
        2003-HYB1    1-X,M               AAA
        2003-HYB1    B-1                 AA+
        2003-HYB2    1-A-1,2-A-1,1-X     AAA
        2003-HYB2    M                   AA+
        2003-HYB2    B-1                 A+
        2003-HYB2    B-2                 BBB
        2003-HYB2    B-3                 BB
        2003-HYB2    B-4                 B
        2003-HYB3    1-A-1,2-A-1,3-A-1   AAA
        2003-HYB3    4-A-1,5-A-1,6-A-1   AAA
        2003-HYB3    7-A-1,8-A-1,1-X     AAA
        2003-HYB3    M                   AA+
        2003-HYB3    B-1                 A+
        2003-HYB3    B-2                 BBB
        2003-HYB3    B-3                 BB
        2003-HYB3    B-4                 B
        2003-J1      1-A-8,1-A-12,1-A-13 AAA
        2003-J1      1-X,2-A-1,2-X,PO,M  AAA
        2003-J1      B-1                 AA+
        2003-J1      B-2,B-3             AA
        2003-J1      B-4                 A
        2003-J2      A-1,A-2,A-3,A-4,A-5 AAA
        2003-J2      A-15,A-16,A-17      AAA
        2003-J2      A-19,A-20,A-21      AAA
        2003-J2      A-22,A-27,A-31,X    AAA
        2003-J2      PO,M                AAA
        2003-J2      B-1                 AA+
        2003-J2      B-2                 AA
        2003-J2      B-3                 A
        2003-J2      B-4                 BBB
        2003-J3      1-A-1,1-A-2,1-A-3   AAA
        2003-J3      1-A-8,1-A-9,1-A-10  AAA
        2003-J3      1-X,2-A-1,2-X,PO    AAA
        2003-J3      M                   AA+
        2003-J3      B-1                 AA
        2003-J3      B-2                 AA-
        2003-J3      B-3                 A
        2003-J3      B-4                 BB
        2003-J4      1-A-1,1-A-2,1-A-3   AAA
        2003-J4      1-A-15,1-A-17       AAA
        2003-J4      1-A-18,1-A-19,1-X   AAA
        2003-J4      1-A-4,1-A-5,1-A-6   AAA
        2003-J4      1-A-7,1-A-13,1-A-14 AAA
        2003-J4      2-A-1,2-X,PO        AAA
        2003-J4      M                   AA
        2003-J4      B-1                 A
        2003-J4      B-2                 BBB
        2003-J4      B-3                 BB
        2003-J4      B-4                 B
        2003-J5      1-A-1,1-A-2,1-A-3   AAA
        2003-J5      1-A-10,1-A-11       AAA
        2003-J5      1-A-12,1-X,2-A-1    AAA
        2003-J5      1-A-4,1-A-5,1-A-6   AAA
        2003-J5      1-A-7,1-A-8,1-A-9   AAA
        2003-J5      2-X,PO              AAA
        2003-J5      M                   AA+
        2003-J5      B-1                 AA
        2003-J5      B-2                 A+
        2003-J5      B-3                 A-
        2003-J5      B-4                 BBB-
        2003-J6      1-A-1,2-A-1,2-A-2   AAA
        2003-J6      2-A-3,2-X,3-A-1,PO  AAA
        2003-J6      M                   AA+
        2003-J6      B-1                 AA
        2003-J6      B-2                 A
        2003-J6      B-3                 BBB
        2003-J6      B-4                 BB+
        2003-J7      1-A-1,1-A-2,1-A-3   AAA
        2003-J7      1-X,2-A-1,2-A-2     AAA
        2003-J7      2-A-10,2-A-11       AAA
        2003-J7      2-A-12,2-A-13       AAA
        2003-J7      2-A-14,2-X,3-A-1    AAA
        2003-J7      2-A-3,2-A-5,2-A-6   AAA
        2003-J7      2-A-7,2-A-8,2-A-9   AAA
        2003-J7      3-A-2,3-A-3,3-X     AAA
        2003-J7      4-A-1,4-A-2,4-A-3   AAA
        2003-J7      4-X,PO              AAA
        2003-J7      M                   AA+
        2003-J7      B-1                 AA
        2003-J7      B-2                 A
        2003-J7      B-3                 BBB
        2003-J7      B-4                 BB+
        2003-J8      1-A-1,1-A-2,1-A-3   AAA
        2003-J8      1-A-4,1-X,2-A-1,2-X AAA
        2003-J8      PO                  AAA
        2003-J8      M                   AA+
        2003-J8      B-1                 AA
        2003-J8      B-2                 A-
        2003-J8      B-3                 BBB
        2003-J8      B-4                 B
        2003-J9      1-A-1,1-A-2,1-A-3   AAA
        2003-J9      1-A-4,1-A-5,1-A-6   AAA
        2003-J9      1-A-7,1-X,2-A-1     AAA
        2003-J9      2-X,3-A-1,3-A-2     AAA
        2003-J9      3-X,PO              AAA
        2003-J9      M                   AA
        2003-J9      B-1                 A
        2003-J9      B-2                 BBB
        2003-J9      B-3                 BB
        2003-J9      B-4                 B
        2003-J10     1-A-1,1-A-2,1-A-3   AAA
        2003-J10     1-A-10,1-X,2-A-1    AAA
        2003-J10     1-A-4,1-A-5,1-A-6   AAA
        2003-J10     1-A-7,1-A-8,1-A-9   AAA
        2003-J10     2-X,3-A-1,3-X,PO    AAA
        2003-J10     M                   AA
        2003-J10     B-1                 A
        2003-J10     B-2                 BBB
        2003-J10     B-3                 BB
        2003-J10     B-4                 B
        2003-J13     1-A-1,1-A-3,1-A-4   AAA
        2003-J13     1-A-5,1-A-6,1-A-7   AAA
        2003-J13     1-A-8,1-A-9,1-X     AAA
        2003-J13     2-A-1,2-A-2,2-X     AAA
        2003-J13     3-A-1,3-X,PO        AAA
        2003-J13     M                   AA
        2003-J13     B-1                 A
        2003-J13     B-2                 BBB
        2003-J13     B-3                 BB
        2003-J13     B-4                 B
        2003-J15     1-A-1,1-X,2-A-1     AAA
        2003-J15     2-X,3-A-1,3-X,PO    AAA
        2003-J15     M                   AA
        2003-J15     B-1                 A
        2003-J15     B-2                 BBB
        2003-J15     B-3                 BB
        2003-J15     B-4                 B
        2004-2       1-A-1,2-A-1,3-A-1   AAA
        2004-2       M                   AA+
        2004-2       B-1                 A+
        2004-2       B-2                 BBB+
        2004-2       B-3                 BB+
        2004-2       B-4                 B
        2004-4       A-4                 AA
        2004-6       1-A-1,1-A-2,1-A-3   AAA
        2004-6       1-X,2-A-1           AAA
        2004-6       M                   AA
        2004-6       B-1                 A
        2004-7       1-A-1,2-A-1,3-A-1   AAA
        2004-7       3-X,4-A-1,4-X,5-A-1 AAA
        2004-7       5-A-2,5-A-3,6-A-1   AAA
        2004-7       II-X                AAA
        2004-7       I-M                 AA
        2004-7       I-B-1               A
        2004-7       I-B-2               BBB
        2004-7       I-B-3               BB
        2004-7       I-B-4               B
        2004-10      A-1,A-2,A-3,A-4,A-5 AAA
        2004-10      A-10,PO,A-R         AAA
        2004-10      A-6,A-7,A-8,A-9     AAA
        2004-10      M                   AA
        2004-10      B-1                 A
        2004-10      B-2                 BBB
        2004-10      B-3                 BB
        2004-10      B-4                 B
        2004-11      1-A-1,2-A-1,3-A-1   AAA
        2004-11      3-A-2               AAA
        2004-11      M                   AA+
        2004-11      B-1                 A+
        2004-11      B-2                 BBB+
        2004-11      B-3                 BB
        2004-11      B-4                 B
        2004-12      11-A-2,11-A-3       AAA
        2004-12      12-A-1,13-A-1       AAA
        2004-12      14-A-1,14-A-3       AAA
        2004-12      15-A-1,16-A-1       AAA
        2004-12      16-A-2,II-X         AAA
        2004-12      1-A-1,1-A-2,2-A-1   AAA
        2004-12      3-A-1,4-A-1,5-A-1   AAA
        2004-12      6-A-1,7-A-1,7-A-2   AAA
        2004-12      8-A-1,8-A-2,9-A-1   AAA
        2004-12      9-A-2,10-A-1,11-A-1 AAA
        2004-12      I-M,II-M            AA
        2004-12      I-B-1,II-B-1        A
        2004-12      I-B-2,II-B-2        BBB
        2004-14      1-A-1,2-A-4,2-A-5   AAA
        2004-14      3-A-1,4-A-1,4-A-2   AAA
        2004-14      M                   AA
        2004-14      B-1                 A
        2004-14      B-2                 BBB
        2004-14      B-3                 BB
        2004-14      B-4                 B
        2004-15      1-A,2-A,3-A,4-A,5-A AAA
        2004-15      M                   AA
        2004-15      B-1                 A
        2004-15      B-2                 BBB
        2004-15      B-3                 BB
        2004-15      B-4                 B
        2004-16      1-A-1,1-A-2,1-A-3A  AAA
        2004-16      1-A-3B,1-A-4A       AAA
        2004-16      1-A-4B,2-A-1,X      AAA
        2004-16      M                   AA+
        2004-16      B-1                 A
        2004-16      B-2                 BBB
        2004-16      B-3                 BB
        2004-16      B-4                 CCC
        2004-20      1-A-1,2-A-1,2-A-2   AAA
        2004-20      3-A-1,X             AAA
        2004-20      M                   AA
        2004-20      B-1                 A
        2004-20      B-3                 B
        2004-20      B-4                 CCC
        2004-22      A-1,A-2,A-3,X-2,X-3 AAA
        2004-22      A-R                 AAA
        2004-22      M                   AA
        2004-22      B-1                 A
        2004-22      B-2                 BBB
        2004-22      B-3                 BB
        2004-22      B-4                 B
        2004-23      A,X                 AAA
        2004-23      M                   AA+
        2004-23      B-1                 A+
        2004-23      B-2                 BBB
        2004-23      B-3                 BB
        2004-23      B-4                 B
        2004-29      1-A-1,1-A-2,1-X     AAA
        2004-29      2-A-1,2-A-2,2-X     AAA
        2004-29      2-PO,3-A-1,3-X      AAA
        2004-29      3-PO,II-IO          AAA
        2004-29      1-M-1,II-M-1        AA
        2004-29      1-B-1,II-B-1        A
        2004-29      1-B-2,II-B-2        BBB
        2004-HYB1    1-A,2-A,2-X         AAA
        2004-HYB1    M                   AA+
        2004-HYB1    B-1                 A+
        2004-HYB1    B-2                 BBB+
        2004-HYB2    1-A,1-X,2-A,3-A,3-X AAA
        2004-HYB2    4-A,5-A,6-A         AAA
        2004-HYB2    M                   AA
        2004-HYB2    B-1                 A
        2004-HYB2    B-2                 BBB
        2004-HYB2    B-3                 BB
        2004-HYB2    B-4                 B
        2004-HYB3    1A,2-A,3-A          AAA
        2004-HYB3    M                   AA
        2004-HYB3    B-1                 A
        2004-HYB3    B-2                 BBB
        2004-HYB3    B-4                 CCC
        2004-HYB5    1-A-1,2-A-1,3-A-1   AAA
        2004-HYB5    3-A-2,4-A-1,4-A-2   AAA
        2004-HYB5    5-A-1,6-A-1,6-A-2   AAA
        2004-HYB5    7-A-1,8-A-1,8-X     AAA
        2004-HYB5    I-B-1,II-B-1        AA
        2004-HYB5    I-B-2,II-B-2        A
        2004-HYB5    I-B-3,II-B-3        BBB
        2004-HYB5    I-B-4,II-B-4        BB
        2004-HYB5    I-B-5,II-B-5        B
        2004-HYB6    A-1,A-2,A-3,A-4,X   AAA
        2004-HYB6    M                   AA
        2004-HYB6    B-1                 A
        2004-HYB7    1-A-1,1-A-2         AAA
        2004-HYB7    1-A-1-IO,1-A-2-IO   AAA
        2004-HYB7    1-A-3,2-A,3-A       AAA
        2004-HYB7    3-A-IO,4-A,4-A-IO   AAA
        2004-HYB7    5-A,5-A-IO          AAA
        2004-HYB7    M                   AA
        2004-HYB7    B-1                 A
        2004-HYB7    B-2                 BBB
        2004-HYB7    B-3                 BB
        2004-HYB7    B-4                 B
        2004-HYB8    1-A-1,2-A-1,3-A-1   AAA
        2004-HYB8    4-A-1,5-A-1,6-A-1   AAA
        2004-HYB8    7-A-1,8-A-1,9-A-1   AAA
        2004-HYB8    I-X,II-X            AAA
        2004-HYB8    I-M-1               AA+
        2004-HYB8    I-M-2,II-M          AA
        2004-HYB8    I-B-1,II-B-1        A
        2004-HYB8    I-B-2,II-B-2        BBB
        2004-HYB8    I-B-3               BB
        2004-HYB9    1-A-1,2-A-1,2-A-2   AAA
        2004-HYB9    1-B-1,2-M           AA
        2004-HYB9    1-B-2,2-B-1         A
        2004-HYB9    1-B-3,2-B-2         BBB
        2004-HYB9    1-B-4               BB
        2004-HYB9    1-B-5               B
        2004-J7      1-A1,1-A-2,1-A-3    AAA
        2004-J7      1-A-10,1-A-11,1-X   AAA
        2004-J7      1-A-4,1-A-5,1-A-6   AAA
        2004-J7      1-A-7,1-A-8,1-A-9   AAA
        2004-J7      2-A-1,2-A-2,2-X     AAA
        2004-J7      3-A-1,3-X,PO        AAA
        2004-J7      M                   AA
        2004-J7      B-1                 A
        2004-J7      B-2                 BBB
        2004-J7      B-3                 BB
        2004-J7      B-4                 B
        2004-J8      1-A-1,1-A-2,1-A-3   AAA
        2004-J8      1-X,2-A-1,2-A-2,2-X AAA
        2004-J8      3-A-2,3-A-4,3-A-5   AAA
        2004-J8      3-A-6,3-A-7,3-A-8   AAA
        2004-J8      3-X                 AAA
        2004-J8      PO-A,PO-B,3-A-3     AAA
        2004-J9      1-A-1,2-A-1,2-A-2   AAA
        2004-J9      2-A-3,2-A-4,2-A-5   AAA
        2004-J9      2-A-6,3-A-1,4-A-1   AAA
        2004-J9      X-A-1,X-A-2,X-B-1   AAA
        2004-J9      X-B-2,PO-A,PO-B     AAA


CUMULUS MEDIA: Agrees to Amend Credit Deal to Consummate Merger
---------------------------------------------------------------
Pursuant to the definitive merger agreement with an investor group
led by Lewis W. Dickey Jr., Cumulus Media Inc.'s chairman,
president, and chief executive officer, and an affiliate of
Merrill Lynch Global Private Equity (Buying Group), Cumulus
disclosed Wednesday that it has agreed, upon request of the Buying
Group, to use its reasonable best efforts to enter into an
amendment to its existing credit agreement to permit the
consummation of the merger and the other transactions contemplated
by the merger agreement.

These amendments include, without limitation, those provisions
pertaining to the definition of "Change of Control" in the
existing credit agreement, and to obtain a commitment from Bank of
America N.A., the administrative agent under the existing credit
agreement, or its affiliates, to provide for incremental  
facilities in an amount not less that $180.0 million, on terms as
directed by the Buying Group for the purpose of substituting such
additional commitment, and maintaining the company's existing
indebtedness, in place of the debt commitment received by the
Buying Group from Merrill Lynch Capital Corporation and Merrill
Lynch, Pierce Fenner & Smith Incorporated.

As reported in the Troubled Company Reporter on July 24, 2007,
the Buying Group will acquire Cumulus in a transaction valued at
approximately $1.3 billion.

Consummation of the merger remains subject to various conditions,
including approval of the merger by the stockholders of the
company, FCC approval and other customary closing conditions.

                       About Cumulus Media

Headquartered in Atlanta, Georgia, Cumulus Media, Inc. (NASDAQ-GS:
CMLS) -- http://www.cumulus.com/-- owns and operates FM and AM    
radio station clusters serving mid-sized markets throughout the
U.S.  As of Dec. 31, 2006, directly and through its investment in
Cumulus Media Partners LLC, it owned or operated 344 stations in
67 U.S. markets and provided sales and marketing services under
local marketing, management and consulting agreements to one
additional station.

                          *     *     *

Cumulus Media Inc. still carries Moody's Ba3 corporate family
rating assigned on July 24, 2007.


DURA AUTOMOTIVE: Files Revised Plan of Reorganization
-----------------------------------------------------
DURA Automotive Systems, Inc. and its debtor-affiliates filed its
revised Chapter 11 Plan of Reorganization with the U.S. Bankruptcy
Court for the District of Delaware.  The Plan reflects a
consensual agreement among DURA'S key creditor constituencies.  
DURA intends to proceed on an expedited basis to obtain Court
approval of the Plan and emerge from Chapter 11.

"The filing marks an important milestone in the company's efforts
to emerge from its Chapter 11 reorganization process in the very
near term," Larry Denton, Chairman and Chief Executive Officer of
DURA Automotive Systems, said.  "Though weak credit markets
delayed the emergence process during the fourth quarter of 2007,
we have worked productively with our creditors to develop a
revised Plan that places the company on an even firmer footing by
reducing the amount of required exit financing."

The Plan filed is a revision of the previous version of DURA's
Plan, filed on Aug. 22, 2007.  The Plan is supported by DURA's key
creditor constituencies.  Although certain supporting
documentation continues to be refined, the Official Committee of
Unsecured Creditors and the Ad Hoc Committee of Certain Second
Lienholders have agreed in principle to support the Plan.

The Plan provides, among other things, details on how the company
intends to treat more than $1.3 billion in claims, which takes
into account changed economics.

In light of these events, key terms of DURA'S revised Plan are:

Second Lien Claims will receive approximately $225 million in new
Convertible Preferred Stock Senior Notes and Other General
Unsecured Claims will receive 100% of New Common Stock (without
giving effect to the conversion of the Convertible Preferred
Stock) Debtor-in-Possession claims, administrative expenses, and
certain other priority claims will receive a full cash recovery
Funding for the revised Plan will include a committed $80 million
second lien loan facility, provided by certain of the company's
creditors, in addition to a $150 million first lien term loan.  
Upon emergence, DURA expects to be a publicly reporting company
under SEC rules.  The company's pre-bankruptcy subordinated notes,
convertible preferred securities and existing equity will not
receive recoveries under the Plan.

Within the next few days, DURA intends to file a revised
Disclosure Statement, which will provide additional information
about the Plan.  DURA will request that the Court approve the
adequacy of that Disclosure Statement at a hearing to be scheduled
in early April, with a solicitation of creditor acceptances to
follow shortly thereafter.

DURA is advised by AlixPartners, Kirkland & Ellis and Miller
Buckfire in connection with its Chapter 11 reorganization.

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

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

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

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

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

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


DURA AUTOMOTIVE: Wants to Hire SRR as Valuation Consultant
----------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Stout Risius Ross, Inc., as valuation
consultant, nunc pro tunc to Feb. 8, 2008.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors have previously
retained SRR as one of their ordinary course professional.

As OCP, SRR has billed and received from the Debtors $36,942, as
payment for fees and reimbursement of expenses for services it
rendered from the Petition Date through Dec. 31, 2007, Mr.
Madron tells the Court.  However, the OCP Order has limited
payment to OCPs at $25,000 per month on average over a rolling
two-month period.

Mr. Madron says the Debtors expect that SRR's fees in relation to
the valuation and related consulting services for the Debtors
will exceed the OCP Cap, thus the Debtors are seeking to employ
SRR pursuant to Sections 327(a) and 328(a) so that the firm can
be adequately compensated for their services.

As valuation consultants, SRR will:

   * estimate the fair value of certain tangible and intangible
     assets, equity interests, and reporting units of the Debtors
     for fresh-start accounting purposes;

   * estimate the Fair Value of the Debtors' body and glass
     reporting unit and assets in support of their compliance
     with the Statement of Financial Accounting Standards No.
     142, which addresses accounting and reporting of acquired
     goodwill and intangible assets;

   * provide an indication of the reproduction cost of the
     tangible assets for property insurance placement purposes;
     and

   * provide analysis with respect to the Debtors' assets as of
     the Petition Date.

In exchange for the contemplated legal services, the Debtors will
pay SRR based on the firm's applicable hourly rates:
        
             Professional             Hourly Rate
             ------------             -----------
             Managing Director        $300 - $500
             Director                 $255 - $300
             Manager                  $200 - $225
             Senior Analyst           $150 - $200
             Associate                $100 - $150
             Analyst                  $100 - $150

The Debtors estimate that professional services to be provided by
SRR will total approximately $360,000.  Mr. Madron says the fee
estimate does not include any out-of-pocket expenses which will
be billed at the actual amounts incurred.

The Debtors have also agreed to provide SRR a $50,000 retainer,
which retainer will be applied against SRR's final invoice.

John N. Ross, Esq., a partner at SRR, assures the Court that his
firm does not represent any interest adverse to the Debtors and
their estates, and is a "disinterested person,"as the term is
defined in Section 101(14).

                            About DURA

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

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

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

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

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

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


EMAC OWNER: Fitch Cuts Ratings to CC from CCC on Three Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the outstanding classes
for these issues of EMAC Owner Trusts:

Series 1998-1
  -- Class A-3 remains at 'CC/DR2';
  -- Class IO remains at 'CC';
  -- Classes B, C, D, E, and PI remain at 'C/DR6'.

Series 1999-1
  -- Class A-1 downgraded to 'CC/DR3' from 'CCC/DR2';
  -- Class A-2 downgraded to 'CC/DR4' from 'CCC/DR3';
  -- Class IO downgraded to 'CC' from 'CCC';
  -- Classes B, C, D, E, F, and G remain at 'C/DR6'.

Series 2000-1
  -- Classes A-1 and A-2 remain at 'CCC/DR3';
  -- Class IO remains at 'CCC';
  -- Classes B, C, D, E, and F remain at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted and
specially serviced collateral given the servicer's and Fitch's
recovery expectations.  Fitch's recovery expectations are based on
historical collateral-specific recoveries experienced in the
franchise Asset Backed Securities sector.  The resulting
anticipated collateral losses were then applied to the transaction
structure, enabling Fitch to assess the impact of the losses on
the securities and available credit enhancement.

As a result of the aforementioned analysis, recovery prospects
were found to have decreased since the last review for EMAC Owner
Trust 1999-1 resulting in negative rating actions.  Series 1998-1
and 2000-1 were found to have credit support consistent with
Fitch's previous review resulting in the current ratings being
maintained.


FALCON FRANCHISE: Fitch Affirms Low-B Ratings on Six Loan Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed four Falcon Franchise Loan Transactions
as listed below:

Falcon Franchise Loan Trust certificates, series 1999-1:
  -- Class IO affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class B affirmed at 'AA';
  -- Class C affirmed at 'A';
  -- Class D affirmed at 'BBB';
  -- Class E affirmed at 'BB'.

Falcon Franchise Loan Trust certificates, series 2000-1:
  -- Class IO affirmed at 'AAA';
  -- Class A-1 affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class B affirmed at 'AA-';
  -- Class C affirmed at 'A-';
  -- Class D affirmed at 'BBB-';
  -- Class E affirmed at 'BB-'.

Falcon Auto Dealership LLC, series 2001-1:
  -- Class IO affirmed at 'AAA';
  -- Class A-1 affirmed at 'AAA';
  -- Class A-2 affirmed at 'AA+';
  -- Class B affirmed at 'A+';
  -- Class C affirmed at 'BBB+';
  -- Class D affirmed at 'B+';
  -- Class E affirmed at 'B/DR1';
  -- Class F remains at 'CCC/DR4'.

Falcon Auto Dealership LLC, series 2003-1:
  -- Class IO affirmed at 'AAA';
  -- Class A-1 affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class B affirmed at 'A';
  -- Class C affirmed at 'BBB-';
  -- Class D affirmed at 'BB-';
  -- Class E affirmed at 'B+';
  -- Class F remains at 'CCC/DR5'.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.  
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
assess the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with Fitch's previous review resulting in
the affirmation of the current ratings.


FEDERAL-MOGUL: Inks New Stock Option Pact with CEO Jose Alapont
---------------------------------------------------------------
Subject to the approval of its shareholders, Federal-Mogul Corp.
and its debtor-affiliates entered into a new Stock Option
Agreement with Jose Maria Alapont, its president and chief
executive officer, on Feb. 15, 2008.

On Dec. 27, 2007, the Debtors entered into a President and CEO
Stock Option Agreement with Mr. Alapont.

On Feb. 15, 2008, the Old Stock Option Agreement and the Old
Stock Option Agreement Amendment were canceled by mutual written
agreement of the company and Mr. Alapont, Federal-Mogul Corp.
senior vice president Robert L. Katz reports in a regulatory
filing with the U.S. Securities and Exchange Commission.

The New President and CEO Stock Option Agreement grants Mr.
Alapont a non-transferable, non-qualified option to purchase up
to 4,000,000 shares of the company's Class A Common Stock subject
to certain terms and conditions.  The exercise price for the
Option is $19.50 per share, which is at least equal to the fair
market value of a share of the company's Class A Common Stock on
the date of grant of the Option, according to Mr. Katz.

The Option will expire on Dec. 27, 2014.

The New President and CEO Stock Option Agreement also provides
for vesting.  Specifically, 40% of the shares of Class A Common
Stock subject to the Option are vested, and an additional 20% of
the shares of Class A Common Stock subject to the Option will
vest on each of March 23, 2008; March 23, 2009; and March 23,
2010.

If prior to March 23, 2010, Mr. Alapont's employment with the
company (1) terminates by reason of death or disability, (2) is
terminated by the company without cause, or (3) is terminated by
Mr. Alapont for good reason, the Option will be exercisable with
respect to all of the shares of Class A Common Stock subject to
the Option on the date of Mr. Alapont's termination of
employment.  Mr. Alapont or his legal representative may
thereafter exercise the Option until and including the earlier of
(i) the date which is 90 days after the Employment Termination
Date, and (ii) the Expiration Date.

If Mr. Alapont's employment with the company terminates for any
other reason, the Option will be exercisable only to the extent
it is exercisable on Mr. Alapont's Employment Termination Date
and may thereafter be exercised by Mr. Alapont or his legal
representative until and including the earlier of (i) the date
which is 90 days after the Employment Termination Date, and (ii)
the Expiration Date.

If the company's shareholders do not approve the grant of the
Option pursuant to the New President and CEO Stock Option
Agreement before Dec. 31, 2008, then (a) the Option will not
become exercisable with respect to any shares of Class A Common
Stock subject to the Option, and (b) the Option and the New
President and CEO Stock Option Agreement will terminate on
Dec. 31, 2008.

The Option only will become exercisable with respect to any
shares of Class A Common Stock subject to the Option after the
approval of the Option by the company's shareholders, Mr. Katz
clarifies.

A full-text copy of the New President and CEO Stock Option
Agreement is available for free at the SEC:  

                http://ResearchArchives.com/t/s?28e2

                     About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--   
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.   The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


FIELDSTONE MORTGAGE: Committee Wants to Hire Arent Fox as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fieldstone
Mortgage Co. asks the United States Bankruptcy Court for the
District of Maryland for authority to employ Arent Fox, LLP as
attorneys nunc pro tunc to February 13, 2008.

The firm is expected to:

   a. assist, advise and represent the Committee in its
      consultation with the Debtor relative to the administration
      of this Chapter 11 case;

   b. assist, advise and represent the Committee in analyzing the
      Debtor's assets and liabilities, investigating the extent  
      and validity of liens and participating in and reviewing any
      proposed asset sales or dispositions;

   c. attend meetings and negotiate with the representatives of  
      the Debtor and secured creditors;

   d. to assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

   e. to assist the Committee in the review, analysis and
      negotiation of any plan of reorganization that may be filed
      and to assist the Committee in the review, analysis and
      negotiation of the disclosure statement accompanying any
      plan of reorganization;

   f. to assist the Committee in the review, analysis, and
      negotiation of any financing or funding agreements;

   g. to take all necessary actions to protect and preserve the
      interests of the Committee, including, without limitation,
      the prosecution of actions on its behalf, negotiations
      concerning all litigation in which the Debtor is involved,
      and review and analysis of all claims filed against the
      Debtor's estate;

   h. to generally prepare on behalf of the Committee all
      necessary motions, applications, answers, orders, reports
      and papers in support of positions taken by the Committee;

   i. to appear, as appropriate, before this Court, the Appellate
      Courts, and other Courts in which matters may be heard and
      to protect the interests of the Committee before said Courts
      and the United States Trustee; and
   
   j. to perform all other necessary legal services in this case.

The Committee will pay the firm an its standard hourly rates.:

      Designation                 Rate
      -----------                 ----
      Partner                     US$410-US$710
      Counsel                     US$410-US$675
      Associates                  US$260-US$465
      Paraprofessionals           US$130-US$235

The Committee believes that the employment of the firm is
necessary and in the best interest of its estates.  To the best of
the Committee's knowledge, the firm does not have any adverse
interest in the Committee's estates.

The firm can be reached at:

                Christopher J. Giaimo, Jr., Esq.
                   (giaimo.christopher@arentfox.com)
                1050 Connecticut Avenue, Northwest
                Washington, DC 20036
                Tel: (202) 857-6000
                Fax: (202) 857-6395
                http://www.arentfox.com/

                     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.


FIELDSTONE MORTGAGE: U.S. Trustee Forms 3-Member Creditors Panel
----------------------------------------------------------------
Katherine A. Levin, the U.S. Trustee for Region 4, appoints three
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Fieldstone Mortgage Co.

The Creditors Committee members are:

   a)HSBC Consumer & Mortgage Lending
     Francis Pinckney, Managing Director
        (francis.m.pinckney.iii@us.hsbc.com)
     3023 HSBC Way
     Fort Mill, SC 29715
     Tel: (803) 835-6008
     Fax: (803) 835-6018

   b)Mr. Harvey Goldberg
     Attention: Steven D. Sass, Esq.
        (steven.sass@rmsna.com)
     RMS
     307 International Circle, Suite 270
     Hunt Valley, MD 21030
     Tel: (410) 773-4040
     Fax: (410) 773-4057

   c)Verizon Business
     Scott Danford, Supervisor
        (scott.a.danford.@verizonbusiness.com)
     Customer Financial Services
     6415 Business Center Drive
     Highlands Reach, CO 80130
     Tel: (303) 305-1729
     Fax: (866) 836-1256

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.

                     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.


FFCA SECURED: Fitch Takes Rating Actions on Various Classes
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on theee FFCA Secured
Franchise Loan Trusts:

FFCA series 1997-1:
  -- Class B-2 affirmed at 'AA';
  -- Class C-2 affirmed at 'A''
  -- Class D-2 affirmed at 'BBB';
  -- Class E-2 affirmed at 'BBB-';

FFCA series 1998-1:
  -- Class B-1 affirmed at 'AA';
  -- Class C-1 affirmed at 'A';
  -- Class D-1 affirmed at 'BB';
  -- Class I-O affirmed at 'AAA'.

FFCA series 1999-1:
  -- Class A1-b affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'A';
  -- Class C-1 affirmed at 'BBB';
  -- Class C-2 affirmed at 'BBB';
  -- Class D-1 affirmed at 'BBB-';
  -- Class D-2 affirmed at 'BBB-';
  -- Class I-O affirmed at 'AAA'.

FFCA series 1999-2:
  -- Class A-1c currently rated 'AAA' remains on Rating Watch
     Negative;

  -- Class A-2 downgraded to 'CC/DR4' from 'CCC/DR3';
  -- Class B-1 remains at 'CC/DR2';
  -- Class B-2 remains at 'C/DR6';
  -- Class C-1 remains at 'C/DR6';
  -- Class C-2 remains at 'C/DR6';
  -- Class D-1 remains at 'C/DR6';
  -- Class D-2 remains at 'C/DR6';
  -- Class E-1 remains at 'C/DR6';
  -- Class E-2 remains at 'C/DR6';
  -- Class I-O affirmed at 'BBB'.

Class A-1c rating is based on the strength of an MBIA insurance
policy.

FFCA series 2000-1:
  -- Class A-2 currently rated 'AAA' remains on Rating Watch
     Negative;

  -- Class B affirmed at 'B/DR1';
  -- Class C affirmed at 'CCC/DR1';
  -- Class D remains at 'C/DR6';
  -- Class E remains at 'C/DR6';
  -- Class I-O affirmed at 'BBB'.

Class A-2 rating is based on the strength of an MBIA insurance
policy.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.  
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
assess the impact of the losses on the securities and available
credit enhancement.

With the exception of 1999-2, Fitch rated FFCA transactions were
found to have credit support consistent with Fitch's previous
review leading to the affirmation of the current ratings.  
Recovery expectations on defaulted collateral in series 1999-2
have slightly declined since the last review.  This decline is
reflected in the rating downgrade and lowering of the distressed
recovery rating for the class A-2 certificates.


FMAC LOAN: Fitch Retains Junk Ratings on 43 Classes
---------------------------------------------------
Fitch has affirmed the ratings of nine FMAC Loan Receivables
Trusts as:

Series 1996-A:
  -- Class A-1 IO affirmed at 'AAA';
  -- Class A-2 IO affirmed at 'AAA';
  -- Class A-1 currently rated 'AAA' remains on Rating Watch
     Negative;

  -- Class A-2 currently rated 'AAA' remains on Rating Watch
     Negative;

  -- Class B-1 remains at 'C/DR6';
  -- Class B-2 remains at 'C/DR6';
  -- Class C-1 remains at 'C/DR6';
  -- Class C-2 remains at 'C/DR6'.

Note: Ratings for classes A-1 and A-2 are based on the strength of
an MBIA insurance policy.

Series 1996-B:
  -- Class A-X remains at 'C';
  -- Class A-1 remains at 'C/DR1';
  -- Class A-2 remains at 'C/DR3';
  -- Class B remains at 'C/DR6';
  -- Class C remains at 'C/DR6';
  -- Class D remains at 'C/DR6';
  -- Class E remains at 'C/DR6'.

Series 1997-A:
  -- Class A-X affirmed at 'AA';
  -- Class B affirmed at 'A';
  -- Class C affirmed at 'BB';
  -- Class D remains at 'C/DR2'
  -- Class E remains at 'C/DR6';
  -- Class F remains at 'C/DR6'.

Series 1997-B:
  -- Class A-X affirmed at 'B';
  -- Class A affirmed at 'B/DR1';
  -- Class B remains at 'C/DR3';
  -- Class C remains at 'C/DR6';
  -- Class D remains at 'C/DR6';
  -- Class E remains at 'C/DR6';
  -- Class F remains at 'C/DR6'.

Series 1997-C:
  -- Class A-X affirmed at 'BBB';
  -- Class B remains at 'C/DR1';
  -- Class C remains at 'C'; DR revised to 'DR6' from 'DR3';
  -- Class D remains at 'C/DR6';
  -- Class E remains at 'C/DR6';
  -- Class F remains at 'C/DR6';

Series 1998-A:
  -- Class A-X remains at 'C';
  -- Class A-2 remains at 'C/DR2';
  -- Class A-3 remains 'C/DR2';
  -- Class B remains at 'C/DR6';
  -- Class C remains at 'C/DR6';
  -- Class D remains at 'C/DR6';
  -- Class E remains at 'C/DR6';
  -- Class F remains at 'C/DR6';

Series 1998-B:
  -- Class A-X remains at 'C';
  -- Class A-2 remains at 'C/DR1';
  -- Class B remains at 'C/DR6';
  -- Class C remains at 'C/DR6';
  -- Class D remains at 'C/DR6';
  -- Class E remains at 'C/DR6';
  -- Class F remains at 'C/DR6';

Series 1998-C:
  -- Class A-X affirmed at 'BB';
  -- Class A-2 affirmed at 'BB';
  -- Class A-3 affirmed at 'BB';
  -- Class B affirmed at 'B-/DR1';
  -- Class C remains at 'C/DR6';
  -- Class D remains at 'C/DR6';
  -- Class E remains at 'C/DR6';
  -- Class F remains at 'C/DR6'.

Series 1998-D:
  -- Class A-3 affirmed at 'AAA'.

Note: Class A-3 is affirmed based on the strength of an FSA
insurance policy.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.  
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise Asset Backed
Securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
assess the impact of the losses on the securities and available
credit enhancement.

As a result of the aforementioned analysis, Fitch-rated FMAC
transactions were found to have credit support consistent with
Fitch's previous review leading to the affirmation of the current
ratings.  Recovery expectations on defaulted collateral in series
1997-C have slightly declined since last review.  This decline is
reflected in the negative migration of the distressed recovery
rating for the class C notes in the 1997-C series.


FORD MOTOR: To Give Out Performance Bonuses to All Employees
------------------------------------------------------------
Ford Motor Co. will dole out performance bonuses to all its hourly
and salaried employees in North America despite incurring a
$2.7 billion loss in 2007, various sources report citing Ford CEO
Allan Mulally.

Hourly workers will get a lump sum payment of $1,000 beginning
March 13, while salaried employees' perk will be based on payment
grade and leadership level, The Wall Street Journal reports.  The
move was instigated to boost morale amid a difficult turnaround.

While Ford didn't meet profit and market share goals for 2007, it
did improve its cost performance, quality, automotive cash flow
and financial results, Mr. Mulally said in the e-mail message
cited by WSJ's source.

As reported in the Troubled Company Reporter on March 9, 2007,
Ford Motor paid hourly and salaried employees a bonus of between
$300 and $800.

In addition, Tom Krisher of The Associated Press relates that Ford
will defer salaried worker merit increases to July 1 from April 1
for the company to attain cost objectives.

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

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

                          *     *     *

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

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


FORD MOTOR: Luxury Brands Buyer Says Won't Flip Jaguar
------------------------------------------------------
Ford Motor Co. luxury brands buyer Tata Motors Ltd. denies
speculations that it may sell Jaguar after closing the acquisition
deal, Mike Spector and Edward Taylor of The Wall Street Journal
report.  Tata Group Chairman Ratan Tata said that Tata Motors Ltd.
won't flip Jaguar, and further assured workers at Ford's Jaguar
and Land Rover luxury brands that the company won't introduce
drastic changes to the brands' business structure.

"These are two iconic brands . . . the plan would be to retain the
image and not to tamper it in any way,"Reuters quoted a Tata
spokesperson as telling reporters at the Geneva auto show on
Tuesday.  According to the unnamed spokesperson, Tata intends to
"nurture and grow"the brands.

A Financial Times report on Wednesday said that Mr. Tata expects
Jaguar and Land Rover's management to integrate with Tata Motors,'
but he promises they would not get involved with "Indianising"the
company.

Tata Motors became the front-runner to buy Ford's Jaguar and Land
Rover, outbidding Mahindra & Mahindra in collaboration with
buyout firm Apollo; and One Equity Partners LLC.

                         Deal Delayed

As reported in the Troubled Company Reporter on Feb 26, 2008, the
announcement of the sale of the two luxury brands to Tata Motors
is expected to be out on March 6 or 7.  WSJ, citing an unnamed
person briefed on the negotiations, said talks were likely to
extend beyond this week.  

According to the Indo-Asian News Service, the purchase has been
delayed  by more than 10 days.  "We have been told that the
memorandum of sales will now take place in the week beginning
March 17, after the Geneva Motor Show is over,"IANS quotes a
spokesman for Unite workers' as saying.

Ford noted in its U.S. Securities and Exchange Commission annual
report filing that the sale deal with Tata Motors for the two  
units is expected to close in the second quarter.

                       About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the Company.  The Company's operating segments consists of
Automotive and Others.  In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations.

Tata Motors has operations in Russia and the United Kingdom.

                       About Ford Motor

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

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

                          *     *     *

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

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


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

   Creditors                           Amount of Goods
   ---------                           ---------------
   Precision Enterprises, Inc.            $148,795
   Rona K. Corp.                             1,780
   Vera Bradley                            100,593

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

                         About Fortunoff

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

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

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

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

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: Obtains Permission to Pay Existing Insurance Policies
----------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York, on a final basis, authorized, in their
discretion, Fortunoff Fine Jewelry and Silverware LLC and its
debtor-affiliates to:

    -- maintain their existing insurance policies and pay all
       related premiums and brokers' fees; and

    -- continue their insurance premium financing programs and
       pay all related obligations.

               Debtors May Pay Monthly Fees to AFCO

Judge Peck also permitted the Debtors to perform under and make
their regular monthly installment payments under a financing
agreement with AFCO Premium Credit LLC, and its assignee AFCO
Credit Corporation, as they become due in the ordinary course of
business.

In the event that the Debtors default upon any of the terms of
the Financing Agreement, other than representations of solvency,
AFCO may exercise its rights as it may otherwise have under state
law, but for the pendency of the Debtors' Chapter 11 cases and,
without the necessity of further application to the Court, cancel
all insurance policies listed on the Financing Agreement, and
receive and apply all unearned insurance premiums to the account
of the Debtors, Judge Peck ordered.

However, if AFCO seeks to terminate any financed polices, in
addition to any notice requirements under the Financing Agreement
and state law, it will give the Debtors 10 days notice from the
date of mailing of its intent to terminate the policies.

                    Interim Approval Obtained

Judge Peck granted the Debtors' request on an interim basis to
continue their Insurance Policies and to pay the premiums and
related charges arising under or in connection with the Insurance
Polices as premiums and charges become due, among others.

According to Sally McDonald Henry, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, the Debtors maintain various
insurance policies, which include workers' compensation claims,
automobile claims and jewelers block claims.  Ms. Henry noted
that the third-party claims that are covered by the Insurance
Policies are neither unusual in amount or number, in relation to
the extent of the business operations conducted by the Debtors.

Ms. Henry told the Court that maintaining the Debtors' insurance
policies is essential to the continued operation of the Debtors'
businesses and is required under the United States Trustee's
Operating Guidelines for Chapter 11 Cases.

Ms. Henry told the Court that the Debtors' insurance premiums
are financed under a commercial premium finance agreement.  The
total premiums under the policies subject to the Financing
Agreement with AFCO is $1,160,256.  Ms. Henry said that the
Debtors made a down payment of $464,102 and, after assessment of
a $15,373 finance charge, financed a total of $696,154.  The
Financing Agreement requires seven monthly payments to AFCO, each
for $101,646, with the first installment due on Feb. 29, 2008, Ms.
Henry informed the Court.  She noted that as of the bankruptcy
filing, the Debtors have not made any monthly installment
payments.

                        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: Court Bars Utility Providers From Refusing Service
-------------------------------------------------------------
On a final basis, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York ruled that utility providers
of Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates are:

    (i) forbidden and prohibited from discontinuing, altering,
        or refusing service to, or discriminating against, the
        Debtors on account of unpaid charges for prepetition
        services or the Debtors' bankruptcy filing, and

   (ii) deemed to have received adequate assurance of payment
        in compliance with Section 366.

Any utility provider who requested and accepted an adequate
assurance deposit is deemed to have (a) stipulated that the
Adequate Assurance Deposit constitutes adequate assurance of
future payment to the Utility Provider, and (b) waived any right
to seek additional adequate assurance during the course of the
Debtors' Chapter 11 proceedings.

The Debtors may, in their discretion, resolve any Adequate
Assurance Request by mutual agreement with the Utility Provider  
without further order of the Court, the Court maintained.
             
The Debtors' Adequate Assurance Procedures are also approved on a
final basis.

              Injunction Against Utility Providers

More than 250 utility companies provide the Debtors with critical
products and services in connection with the operation of their
businesses like water, natural gas, electricity, and telephone.

Sally McDonald Henry, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, the Debtors' former counsel, relates that if
the Utility Companies refuse or discontinue service, even for a
brief period, the Debtors' operations would be severely
disrupted.

Accordingly, the Debtors ask the Court to:

    (i) prohibit utilities from altering, refusing, or
        discontinuing service to, or discriminating against,
        them;

   (ii) establish procedures for determining adequate assurance
        of payment; and

  (iii) establish procedures for utilities to opt out of the
        Debtors' proposed procedures for adequate assurance.

According to Ms. Henry, the Debtors intend to pay all
postpetition obligations owed to the Utility Companies in a
timely manner.  She says that the Debtors' borrowings under their
proposed postpetition credit facility will be sufficient to pay
postpetition utility obligations.

          KeySpan's Objections to be Heard on March 26

Judge Peck will convene a hearing on March 26, 2008, to address
objections filed by KeySpan Gas East Corporation d/b/a Keyspan
Energy Delivery Long Island, Long Island Lighting Company d/b/a
LIPA, and Public Service Electric and Gas Company.

KeySpan, et al., object to the Debtors' proposed adequate
assurance payment of two weeks' worth of utility consumption,
which payments were approved by Judge Peck on an interim basis.

Under the Utility Companies' billing cycles, the Debtors receive
one month of utility service before the Utility Companies issue a
bill.  Once a bill is issued, the Debtors have 15 to 30 days to
pay.  

If the Debtors fail to timely pay the bill, a past due notice is
issued and a late fee is subsequently imposed on the account,
Utility Providers' counsel, Thomas R. Slome, Esq., at Rosen Slome
Marder LLP, in New York notes.  In the event that the Debtors fail
to pay the bill after the issuance of the past due notice, the
Utility Company will ask the Debtors to cure the arrearage within
a certain period of time, or its service will be disconnected.  

Under the Billing Cycles, the Debtors could receive two to three
months of unpaid service before their utilities are terminated
due to a postpetition payment default.

The Utility Providers estimated the prepetition debts owed by the
Debtors as:

                            Estimated
               No. of      Prepetition         Deposit     
   Utility     Accts.          Debt            Request
   -------     ------      -----------         -------
   PSE&G         7           $65,512       $62,295 (2 months)
   LIPA          9            53,083        63,595 (2 months)
   KEDLI         7            12,380        14,175 (2 months)

                        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)


GEA SEASIDE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: GEA Seaside Investments, Inc.
        dba Daytona Beach Property Management
        dba Daytona Beachside Property Management
        fdba GEA Investments, Inc.
        434 North Halifax Avenue, Suite 2
        Daytona Beach, FL 32118

Bankruptcy Case No.: 08-01693

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: March 6, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A. Green, Esq.
                     (bankruptcynotice@lseblaw.com)
                  Latham, Shuker, Eden & Beaudine, LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Fax: (407) 481-5801
                  Tel: (407) 481-5800

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The Debtor does not have any creditors who are not insiders.


GENERAL MOTORS: Restores CEO's Pay to 2003 Level of $2.2 Million
----------------------------------------------------------------
General Motors Corp. restored the salary of G. Richard Wagoner,
Jr., its chairman and chief executive officer, to 2003 level of
$2,200,000.  His 2008 Annual Incentive Plan target will be
$3,520,000 and long-term incentive opportunity under the 2008-2010
Stock Performance Plan will be a grant of 165,563 shares of GM
Common Stock.

In addition, Mr. Wagoner will receive 500,000 stock options and
75,000 restricted stock units.  The stock options will vest
ratably over a three-year period.  The restricted stock units will
vest 1/3 in year three, 2011, with the remaining 2/3 vesting
through year five.

Grants of performance contingent stock options were approved for
Messrs. Wagoner and Frederick Henderson, president and chief
operating officer, in amounts of 500,000 shares and 200,000
shares, respectively.  These options were granted at $23.13 on the
date of grant, March 5, 2008, and will vest following the first
anniversary date of the grant if the price of GM common stock
reaches $40.00, or 173% of the grant price, prior to March 5,
2013, and this price is maintained for a ten day period within 30
consecutive trading days.  Vested performance options may be
exercised through March 5, 2015, a seven year term.

Net shares acquired upon exercise must be held for at least a two
year period while the executive is actively employed.  Shares
acquired upon exercise after retirement are not subject to this
holding requirement.  Options that do not vest before March 5,
2013 will be forfeited.

               Newly Appointed Officers and Their Pay

As reported in the Troubled Company Reporter on March 4, 2008,
GM board of directors appointed these officers effective
immediately, at its meeting on March 3:

   * Frederick (Fritz) A. Henderson, 49, vice chairman and chief
     financial officer, is elected president and chief operating
     officer;

   * Ray Young, 46, currently group vice president - finance, is
     elected executive vice president and chief financial officer,
     replacing Mr. Henderson; and

   * Thomas G. Stephens, 59, currently group vice president,
     global powertrain and global quality, is also elected
     executive vice president.

As president and COO, Mr. Henderson's base salary will be
$1,800,000.  His 2008 annual incentive plan target will be
$2,430,000 and long-term incentive opportunity under the 2008 --
2010 stock performance plan will be a grant of 110,376 shares of
GM common stock.  In addition, he will receive 250,000 stock
options and 60,000 restricted stock units.  The stock options will
vest ratably over a three year period.  The restricted stock units
will vest 1/3 in year three, 2011, with the remaining 2/3 vesting
through year five.

Mr. Henderson's brother, Douglas L. Henderson, is a non-executive
employee of the company, with annual compensation of less than
$200,000.  Other than that relationship, there is no reportable
relationship between the company or its affiliates and Mr.
Henderson.

As CFO, Mr. Young's base salary will be $900,000.  His 2008 annual
incentive plan target will be $945,000 and long-term incentive
opportunity under the 2008-2010 stock performance plan will be a
grant of 16,557 shares of GM common stock.  In addition, he will
receive 87,500 stock options and 30,354 cash-based restricted
stock units.  The stock options will vest ratably over a three
year period.  The cash-based restricted stock units will vest
ratably over a three year period.

              Exec Bonuses a Sensitive Issue for UAW

Reuters and The Wall Street Journal ran separate reports citing
that bonuses and compensation awarded to executives at GM are
delicate matters for the United Auto Workers union.  Both reports
noted UAW president Ron Gettelfinger's move to question the large
amounts of money that company executives get amid the company's
losses.

GM spokesman, Renee Rashid-Merem, explained that a large amount of
the compensation afforded to the executives was dependent on the
financial performance of the company, Reuters said.

Analysts complimented GM's efforts of reducing its fixed costs by
$9 billion and of reaching an agreement with the UAW, which is
projected to result in yearly savings of $500 million for GM,
Reuters added.

                      About General Motors

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

                          *     *     *

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

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales, GM 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 a new
labor contract.  The outlook is stable.


GENERAL MOTORS: Closes Wentzville Plant Over Axle Workers' Strike
-----------------------------------------------------------------
General Motors Corp. on Thursday ceased operations at another
plant -- GM's Wentzville, Missouri facility -- over the continuing
strike at its supplier, American Axle & Manufacturing Inc.,
according to various reports.

The strike at American Axle is already at its two-week stretch and
no agreement has been reached as of press time.   American Axle
indicated on its Web site that it will resume contract
negotiations with the United Auto Workers union at noon on
Thursday, March 6, 2008.  No further details on the American Axle-
UAW negotiation was provided.

GM has about 20 facilities affected by the strike at American Axle
as the supplier attempts to negotiate with the United Auto
Workers.

The Wentzville facility is one of the five additional facilities
that GM intends to close, apart from the already closed six
facilities.  The other four facilities will be closed this week,
reports relate.

The Wentzville facility manufactures Chevrolet Express and GMC
Savanna and has 2,000 workers.

Around 20%, or more than 20,000, of GM's workers at its North
American operations have been affected by the plant closures.

               Two Plants Idled Over Axle Dispute

As reported in the Troubled Company Reporter on March 5, 2008,
two additional production facilities in Moraine, Ohio, and
Mishawaka, Indiana, have been affected by the labor dispute
between the UAW and key supplier American Axle, according to a GM
production statement.  A Toledo Transmission plant is anticipated
to be shutdown on March 10, 2008, and is expected 1,444 hourly and
219 salaried workers to be laid off.

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

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

                       About American Axle

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

                      About General Motors

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

                          *     *     *

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: 18 Plants to Lay Off Workers Due to Axle Strike
---------------------------------------------------------------
General Motors Corp. disclosed that 18 North American
manufacturing facilities will be partially or fully affected by an
ongoing labor dispute between GM's key supplier American Axle and
Manufacturing Inc. and the United Auto Workers union.  Around
16,336 hourly workers and 2,476 salaried employees will be
displaced, according to a GM production statement.

Plants that are partially affected are those still producing parts
for GM facilities not affected by the strike.  These plants are:

   * South Engine plant in Flint, Michigan;
   * Engine/Components plant in St. Catharines, Ontario;
   * Transmission plant in Baltimore, Maryland;
   * Components plant in Bay City, Michigan;
   * Casting plant in Bedford, Ohio;
   * Casting plant in Defiance, Ohio;
   * Components plant in Fredericksburg, Virginia;
   * Components plant in Parma, Ohio;
   * Transmission plant in Willow Run, Michigan;
   * Transmission plant in Ypsilanti, Michigan;
   * Engine plant in Tonawanda, New York;
   * Stamping plant in Flint, Michigan;
   * Stamping plant in Grand Rapids, Michigan;
   * Stamping plant in Indianapolis, Indiana;
   * Stamping plant in Mansfield, Ohio;
   * Stamping plant in Marion, Indiana; and
   * Stamping plant in Parma, Ohio.

An engine plant in Romulus, Michigan will be fully affected by the
strike and will cease producing V6 and V8 engines on March 10,
2008.

                Two Plants Idled Over Axle Dispute

As reported in the Troubled Company Reporter on March 5, 2008,
two additional production facilities in Moraine, Ohio, and
Mishawaka, Indiana, have been affected by the rally of Axle union
members.  A Toledo Transmission plant is anticipated to be shut
down on March 10, 2008, and is expected to lay off 1,444 hourly
and 219 salaried workers.

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

                       About American Axle

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

                      About General Motors

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

                          *     *     *

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: Contracts Provide for Union Workers When Laid-Off
-----------------------------------------------------------------
Tom Wickman, General Motor Corp.'s Global Manufacturing
Communications Manager, disclosed that its labor contracts with
the United Auto Workers union, the Canadian Auto Workers union and
the International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers provide compensation for people on a
short work week or regular layoff due to the impact of GM
facilities on American Axle and Manufacturing Inc.'s workers union
strike.

In addition, plants listed as "partially impacted"are still
producing parts for GM facilities not impacted by the strike.

GM's practice, Mr. Wickham relates, is to notify its employees
first when a particular plant will be affected by the protest.  
Once the employee notification occurs, the company provides basic
information about the affected plant.  

Not all plants affected by the strike shuts down completely.  Even
though production stops, GM requires salaried employees to report
to their jobs and may need to retain hourly employees to handle
maintenance, sanitation or other work assignments.  Some plants
may have employees continue reporting to work for training
purposes.  These are reasons why the automaker is unable to
release layoff figures -- numbers vary on a day-to-day basis.

Mr. Wickham elaborates that with a handful of assembly plants
idled by the strike, the company is experiencing some impact at
its Powertrain and Stamping operations.  Still, the layoffs are
minor in scope as the plants continue to produce parts for other
GM assembly plants that have not been impacted by the stike.

Mr. Wickham says its still premature to confirm on the amount of
production lost to date and GM's plans of recovery.

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.


GEORGE FAISON: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: George nmn Faison, Faison, George
        866 Abrego
        Monterey, CA 93940
        Tel: (510) 581 7111

Bankruptcy Case No.: 08-51080

Chapter 11 Petition Date: March 6, 2008

Court: Northern District of California (San Jose)

Debtor's Counsel: Robert C. Borris, Jr., Esq.
                     (RBorrisjr@aol.com)
                  21550 Foothill Boulevard, 2nd Floor
                  Hayward, CA 94541
                  Tel: (510) 581-7111

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Bentley Financial Services     $15,333
P.O. Box 60144
City of Industry CA 91716

The Herald                     $586
P.O. Box 271
Monterey CA 93942

California State Auto          $142
Association,
Attention: Far West Collection
Services
P.O. Box 937
Concrod CA 94522

United Postal Service,         $126

Marina Coast Water District    $93

The Retreat at Valley Hi       $0
Association

Executive Trustee Services,    unknown
LLC


GLOBAL FRANCHISE: Fitch Holds 'BB' Rating on Class A-3 Trusts
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Global Franchise Trust
1998-1, as:

  -- Classes A-X and A-2 affirmed at 'BB+';
  -- Class A-3 affirmed at 'BB';
  -- Class B remains at 'CCC/DR3';
  -- Classes C, D, and E remain at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted and
specially serviced collateral given the servicer's and Fitch's
recovery expectations.  Fitch's recovery expectations are based on
historical collateral-specific recoveries experienced in the
franchise Asset Backed Securities sector.  The resulting
anticipated collateral losses were then applied to the transaction
structure, enabling Fitch to assess the impact of the losses on
the securities and available credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with Fitch's previous review resulting in
an affirmation of the current ratings.


GOLDEN STATE: Taps Pinnacle as Bankruptcy Counsel
-------------------------------------------------
Golden State Investments, LP seeks permission from the U.S.
Bankruptcy Court for the Northern District of California, Oakland
Division, to employ Pinnacle Law Group LLP, as its bankruptcy
counsel.

Golden State Investments said it needs Pinnacle Law Group to
advise and represent it in its Chapter 11 case.  The law firm's
role will include:

   -- causing to be filed a voluntary case under Chapter 11 and
      preparing and filing all required and necessary pleadings;

   -- advising it on its duties and responsibilities as a Debtor-
      in-Possession;

   -- representing it at the meeting of creditors;

   -- negotiating with the creditors' committee, if one is
      appointed;

   -- drafting a plan and disclosure statement; and

   -- any other legal issues that may arise during the case.

The Debtor notes that the bankruptcy attorneys at PLG have
represented numerous chapter 11 debtors-in-possession.

The Debtor assures the Court that the firm, its partners,
employees, and attorneys do not hold or represent any interests
adverse to the bankruptcy estate, are disinterested, have no
connection with the Debtor, its creditors, any party-in-interest,
their attorneys and accountants, the United States Trustee, or any
person employed in the office of the United States Trustee.

The firm' Matthew J. Shier and Jeremy W. Katz will be paid $495
per hour for their legal services.  Other attorneys at PLG charge
between $200 and $400 per hour.  Paralegals charge $150 per hour.

The Debtor has no funds with which to pay PLG.  W.H. (Dutch)
Zenklusen -- a limited partner of the Debtor and a guarantor of
some of the Debtor's obligations -- has provided PLG with a
$25,000 deposit for services rendered and to be rendered in the
case, and $10,000 of the deposit is an "evergreen" retainer, which
will be applied to the final invoice in the case.

The Debtor will not pay any of PLG's fees and costs; however, PLG
will invoice the Debtor on a monthly basis.  If that changes, the
Debtor will file supplemental pleadings explaining the changed
circumstances.  None of the deposit, nor any of the fund to be
paid to PLG by Mr. Zenklusen, belong to, or came from, the Debtor,
and the Debtor has no interest in the deposit or future payments
made by Mr. Zenklusen to PLG.

Mr. Zenklusen has waived any and all claims he may have against
the Debtor.

Pleasanton, California-based Golden State Investments, L.P., and
Pegasus-M.H. Ventures I, L.L.C. filed separate voluntary chapter
11 petitions on February 14, 2008 before the U.S. Bankruptcy Court
for the Northern District of California (Oakland) (Lead Case No.:
08-40689).

Golden State Investments listed $23,400,266 in total pre-
bankruptcy assets and $29,306,989 in total pre-bankruptcy debts.


GOLDEN STATE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Golden State Investments, LP delivered to the U.S. Bankruptcy
Court for the Northern District of California, Oakland Division,
its schedules of assets and debts, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $23,400,000
   B. Personal Property                   $266
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $29,166,989
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                              $140,000
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $23,400,266    $29,306,989

Pleasanton, California-based Golden State Investments, L.P., and
Pegasus-M.H. Ventures I, L.L.C. filed separate voluntary chapter
11 petitions on February 14, 2008, before the U.S. Bankruptcy
Court for the Northern District of California (Oakland) (Lead Case
No.: 08-40689).


GOLDEN STATE: Sec. 341 Meeting of Creditors Set for March 17
------------------------------------------------------------
The United States Trustee for the Northern District of California,
Oakland Division, will convene a meeting of creditors of Golden
State Investments, L.P., and Pegasus-M.H. Ventures I, L.L.C. on
March 17, 2008, at 09:30 a.m. at the Oakland U.S. Trustee Office.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.

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

Pleasanton, California-based Golden State Investments, L.P., and
Pegasus-M.H. Ventures I, L.L.C. filed separate voluntary chapter
11 petitions on February 14, 2008, before the U.S. Bankruptcy
Court for the Northern District of California (Oakland) (Lead Case
No.: 08-40689).

Golden State Investments listed $23,400,266 in total pre-
bankruptcy assets and $29,306,989 in total pre-bankruptcy debts.


GOLDEN STATE: June 16 General Claims Bar Date Set
-------------------------------------------------
Matthew J. Shier, Esq., at Pinnacle Law Group LLP, advises that
proofs of claim against and proofs of interest in Golden State
Investments, L.P., and Pegasus-M.H. Ventures I, L.L.C. must be
filed by June 16, 2008.

Pleasanton, California-based Golden State Investments, L.P., and
Pegasus-M.H. Ventures I, L.L.C. filed separate voluntary chapter
11 petitions on February 14, 2008, before the U.S. Bankruptcy
Court for the Northern District of California (Oakland) (Lead Case
No.: 08-40689).

Golden State Investments listed $23,400,266 in total pre-
bankruptcy assets and $29,306,989 in total pre-bankruptcy debts.


GREEKTOWN HOLDINGS: S&P Puts 'B' Corp. Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Greektown
Holdings LLC, including the 'B' corporate credit rating, on
CreditWatch with negative implications.
      
"The CreditWatch placement reflects concerns about Greektown's
liquidity position, stemming from weak operating performance and
the potential for near-term covenant violations," said Standard &
Poor's credit analyst Melissa Long.  As a result, the company has
been attempting to sell an ownership stake in Greektown Casino
LLC, and a purchase and sale agreement was recently terminated.   
(Greektown Holdings is the parent company of Greektown Casino.)
     
In resolving the CreditWatch listing, S&P will monitor Greektown's
progress in completing a sale of equity in the casino.  Should the
company be successful in completing a sale, S&P may affirm the
rating at the current level depending on the terms of the
transaction.  If the company is unsuccessful in negotiating a
sale, the rating could be lowered.  Although S&P believes that the
Sault Ste. Marie Tribe of Chippewa Indians would continue to
support Greektown in curing any potential breaches of financial
covenants (at least up to a point), the company's liquidity
position would remain constrained, as it will likely need
additional financing to complete its ongoing expansion.


HANOVER SECURITIES: SIPC Moves for Liquidation Under Chapter 7
--------------------------------------------------------------
The Securities Investor Protection Corporation, which maintains a
special reserve fund authorized by Congress to help investors at
failed brokerage firms, is liquidating Hanover Investment
Securities Inc. of Madisonville, Louisiana, under the terms of the
Securities Investor Protection Act.

The liquidation of the New Orleans area broker-dealer is the first
SIPA proceeding to be initiated by SIPC in 14 months.

SIPC General Counsel Josephine Wang said that an inquiry into
Hanover began after a complaint was received by SIPC and then
referred to the Financial Industry Regulatory Authority for
investigation.  FINRA's investigation revealed that a former
principal of the firm had misappropriated investor funds and
converted them to his own use before committing suicide on Feb. 7,
2008.  Investor losses may be as much as $2 million.

On Feb. 28, 2008, on an application by SIPC, the U.S. District
Court for the Eastern District of Louisiana appointed SIPC to act
as trustee for Hanover and the law firm of Lemle & Kelleher, LLP,
to act as counsel to the trustee.

As trustee, SIPC immediately secured the premises and books and
records of Hanover.  SIPC will seek permission from the Bankruptcy
Court to publish notice of the commencement of the proceeding and
to mail claims materials to customers and creditors of the broker-
dealer, Wang said.  Information about the case also will be made
available on the Web at http://www.sipc.org

The liquidation proceeding is docketed as case number 08-01021 in
the United States Bankruptcy Court for the Eastern District of
Louisiana, where it has been assigned to Judge Jerry A. Brown.

                         ABOUT SIPC

The Securities Investor Protection Corporation --
http://www.sipc.org/-- is the U.S. investor's first line of  
defense in the event a brokerage firm fails owing customer cash
and securities that are missing from customer accounts.  From the
time Congress created it in 1970 through December 2006, SIPC has
advanced $505 million in order to make possible the recovery of
$15.7 billion in assets for an estimated 626,000 investors.  
Although not every investor is protected by SIPC, SIPC estimates
that no fewer than 99 percent of persons who are eligible have
been made whole in the failed brokerage firm cases that it has
handled to date.

SIPC either acts as trustee or works with an independent court-
appointed trustee in a brokerage insolvency case to recover funds.  
The statute that created SIPC provides that customers of a failed
brokerage firm receive all non-negotiable securities that are
already registered in their names or in the process of being
registered.  At the same time, funds from the SIPC reserve are
available to satisfy the remaining claims of each customer up to a
maximum of $500,000.  This figure includes a maximum of $100,000
on claims for cash.


HIGH GRADE: Poor Credit Quality Prompts Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by High Grade Structured Credit CDO 2007-1, and left
on review for possible further downgrade the rating of five of
these classes.  The notes affected by this rating action are:

Class Description: Up to $3,240,000,000 Class A-1A Floating Rate
Extendible Notes/CP Notes

  -- Prior Rating: P-1
  -- Current Rating: P-1, on review for possible downgrade

Class Description: Up to $3,240,000,000 Class A-1B Notes

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

Class Description: $200,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $300,000,000 Class A-3 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $115,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $65,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2052

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

Class Description: $40,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2052

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Feb. 27, 2008, as reported by the Trustee, of an event of default
described as a Senior Overcollateralization Default in Section
5.01(i) of the Indenture dated May 24, 2007.

High Grade Structured Credit CDO 2007-1 is a collateralized debt
obligation backed primarily by a portfolio of CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Senior Overcollateralization
Default described in Section 5.01(i) of the Indenture occurred.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the rating assigned to
the Class A-1A Notes, Class A-1B Notes, Class A-2 Notes, Class A-3
Notes, and Class B Notes remains on review for possible further
action.


HOLLEY PERFORMANCE: Can Access Cash Collateral on Final Basis
-------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware granted, on a final basis, Holley
Performance Products Inc. and its debtor-affiliates access to
Wells Fargo Foothill Inc.'s cash collateral.

The Debtors plan to use Wells Fargo's cash collateral to:

   -- pay carve-out expenses; and
   
   -- pay insurance, rent, payroll and utilities obligations up
      to $200,000 and any other expenses.

The Debtors advised the Court that they have an urgent need to use
cash collateral to finance company operations in the ordinary
course of business.

The Debtors granted Wells Fargo perfected postpetition security
interests in and liens on the debtor-in-possession collateral.

A full-text copy of Holley Performance's Weekly Cash Forecast is
available for free at http://ResearchArchives.com/t/s?28db

                     About Holley Performance

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

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

                           *    *    *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
the Court will hold a hearing March 19, 2008, to consider
confirmation of the Debtor's prepackaged chapter 11 plan of
reorganization.


HOLLEY PERFORMANCE: Gets Final Okay to Use $60 Mil. DIP Financing
-----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware granted Holley Performance Products Inc.
and its debtor-affiliates permission to obtain up to $60 million
in secured postpetition financing from Wells Fargo Foothill Inc.,
on a final basis.

As reported in the Troubled Company Reporter on Feb. 14, 2008,
the postpetition financing agreement allows the Debtor to access
up to $2 million at any one time under the revolving credit
facility.  The DIP loan will bear interest at the LIBOR Rate plus
6% or the Base Rate plus 3.88%.

As adequate protection, the Debtors granted priority over any and
all administrative expense claims and unsecured claims against the
Debtors' estate.

The Debtors intended to use the proceeds of the DIP loan to repay
the prepetition credit facility, finance working capital, and
general corporate purposes.

A full-text copy of the credit agreement is available for free
at: http://ResearchArchives.com/t/s?27fa

                     About Holley Performance

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

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

                           *    *    *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
the Court will hold a hearing March 19, 2008, to consider
confirmation of the Debtor's prepackaged chapter 11 plan of
reorganization.


INTERSTATE BAKERIES: Various Parties Oppose Plan Confirmation
-------------------------------------------------------------
Various industry unions, taxing authorities, creditors and other
parties-in-interest delivered to the U.S. Bankruptcy Court for the
Western District of Missouri their objections to the confirmation
of Interstate Bakeries Corp. and its debtor-affiliates' First
Amended Joint Plan of Reorganization.

The objecting parties include:

   * the International Brotherhood of Teamsters;
   * the Official Committee of Unsecured Creditors;
   * the Official Committee of Security Equity Holders;
   * pension funds, composed of:

     -- Pension Benefit Guaranty Corporation;
     
     -- Teamsters Union Local No. 142 Pension Fund;

     -- Retail, Wholesale and Department Store International
        Union and Industry Pension Fund;

     -- International Union, United Automobile, Aerospace,
        Agricultural Implement Workers of America and United
        Auto Workers Local 2828; and

     -- American Bakers Association Retirement Trust;

   * taxation and revenue authorities, including:

     -- United States of America Internal Revenue Service;
     -- Ohio Department of Development and Taxation;
     -- Louisiana Department of Revenue;
     -- Missouri Department of Revenue; and
     -- Massachusetts Department of Revenue;        

   * parties to insurance procurement agreements, namely:

     -- Broadspire Services, Inc.; and
     -- Kemper Insurance Companies;

   * other parties-in-interest, consisting of:

     -- Barry Callebaut USA LLC, a defendant in an Adversary
        Action relating to a preferential transfer for
        $1,378,524 allegedly made by the Debtors;

     -- Nor-Jam Corporation, landlord of a real property
        at 4534 Yellowstone Avenue in Chubbuck, Idaho, leased
        by Hollywood Brands Corporation in April 1996; and

     -- Janet Jones, a claimholder.

The Teamsters contend that the Plan cannot be confirmed because
(i) "[it] is premised upon concessions from Teamster contracts
that do not exist", and (ii) more than half the Plan's asserted
$600,000,000 value of the estate comes from concessions that have
not been granted by the Teamsters.

Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller & Brueggeman, S.C., in Milwaukee, Wisconsin, relates that
the Debtors' several long-term extensions or renegotiated
collective bargaining agreements with the Teamsters will return
to the status of non-modified CBAs as none of those will be
assumed upon confirmation, pursuant to the Plan.

In effect, a Plan confirmation will trigger a clause in the
contracts that will obligate the Debtors to pay its members an
administrative expense of $47,000,000 in benefits reduced by the
non-assumed LTEs, which, pursuant to the Teamsters' further
examination, the Debtors will be unable to pay, Mr. Perillo tells
Judge Venters.

Mr. Perillo explains that in the event that Silver Point Finance,
LLC, proceeds with its exit financing bid for IBC and waives the
condition that the Teamsters should grant concessions, the
Debtors will be in violation of Section 1129(a)(9)(A) of the
Labor Code, because cash is not available to satisfy claims that
will arise from the breach as a result of the Plan confirmation.  
In the alternative, Mr. Perillo says, the Debtors would either
liquidate or undergo another restructuring under Chapter 11 for
further financial reorganization.

Additionally, the Debtors' non-consensual modifications to, and
rejections of, their collective bargaining agreements is an
"unlawful scheme"that cannot be achieved through a plan of
reorganization, Mr. Perillo points out.

Representing the Creditors Committee, Scott Cargill, Esq., at
Lowenstein Sandler PC, in Roseland, New Jersey, says that that
the Debtors failed to provide the Committee with adequate
information to review the Long Term Incentive Plan which the
Debtors propose to adopt upon Plan confirmation.

Among other things, the Creditors Committee raises concerns on:

   * the LTIP's set-aside of 15% of the equity in the Reorganized
     Debtors;

   * the LTIP's effective period;

   * the LTIP's set-aside of 15% of the Class B Common Stock;

   * the undisclosed names of the LTIP participants;

   * the forms of awards under the LTIP; and

   * the terms and vesting periods for awarded stock options.

In addition, Mr. Cargill maintains that the Plan's Charter and
Bylaws should be amended with respect to, among others, the
voting ratio between Class A and Class B common stock and a
member of the board of directors to be elected by holders of
Class B common stock.

The Equity Committee contends that pursuant to Section 1129(c) of
the Bankruptcy Code, the Plan is not feasible because its
confirmation is likely to be followed by liquidation, or the need
for further financial reorganization.

Moreover, absent the support of the Teamsters as the most
critical party to the Plan's implementation, the Plan cannot be
confirmed, Rebecca Stroder, Esq., at Sonnenschein Nath &
Rosenthal LLP, in Kansas City, Missouri, maintains.

Ms. Stroder points out that the exit financing bid of Silver
Point "underestimates the value of the Debtors"and fails to
commit the full range of their resources to reorganization and
repayment.  Without resolution to the union dispute, potential
investors could not assess adequately on what they were bidding,
thus the Plan is not proposed in good faith, Ms. Stroder notes.

Furthermore, the Debtors have not demonstrated flexibility when
considering other means to restructure their businesses, which
include:

   -- implementing an "independent operator"delivery system
      used successfully by competitors;

   -- selling either bread or snack operations and reorganizing
      around the operations remaining; and

   -- continuing to exit unprofitable markets while focusing on
      their profitable markets.

The Equity Committee submits that the Debtors have neither
explored their options to acquire capital infusion and exit
financing nor committed fully their resources to restructuring,
which should otherwise benefit the equity security holders.

The PBGC, on the other hand, finds a disparity between the
Debtors' First Amended Plan and Disclosure Statement with respect
to the discharge of liabilities relating to pension plans.  
According to the Disclosure Statement, the Debtors' contingent
liabilities to PBGC with respect to pension plans that are not
triggered by termination will not be affected by the Plan.  In
complete contrast, the Plan discharges the Debtors of all
liabilities arising from the pre- or post-confirmation
termination of any employee benefit program.

The Retail Union and Industry Pension Fund, the Teamsters Local
Union and the ABA Retirement Plan argue that the Debtors'
discharge provision as amended in the Plan -- which contemplates
all potential future withdrawal of liabilities in the event of
post-confirmation withdrawal from any of the multiemployer plans
-- is at odds with a policy to "protect the solvency of
multiemployer pension plans." The Pension Funds lament that the
provision affords a disparate treatment among all multiemployer
pension funds with respect to withdrawal liability claims.

Certain of the members of the United Auto Workers and the Debtors
have a profound disagreement relating to certain pension funds,
and are involved in a complex litigation in the United States
District Court for the District of Columbia.  Accordingly, UAW
submits that the Plan is not confirmable because it is dependent
on the Silver Point transaction, which is contingent on the
Debtors' agreement with their unions -- including UAW -- which
will not be completed prior to the confirmation hearing.

The Internal Revenue Service and the taxation departments of
Ohio, Louisiana, Missouri and Massachusetts contend that the Plan
should be structured to adhere to conditions pursuant to tax laws
and statutes.  Hence, the Plan should not be confirmed until:

   (a) tax claims are afforded with their "rightful priorities,"
       contrary to the general unsecured treatment contemplated
       by the Plan;

   (b) the acceptable market rate of interest on priority tax
       claims should be applied pursuant to Sections
       1129(a)(9)(C) of the Bankruptcy Code and to applicable
       statutes;

   (c) interest and penalties are entitled on administrative
       claims, contrary to the Plan's provision that "no
       Claimholder [will] be entitled to interest accruing on or
       after the Petition Date on any Claim . . ."

   (d) the Debtors clarify the discharge provision of officers,
       directors, employees in the event of a default;

   (e) claims arising from additional taxes that are discovered
       may be filed within a reasonable time; and

   (f) tax payment, as applicable to the Louisiana Revenue
       Department, will be within 30 days of, or upon, the
       Effective Date of the Plan.

According to Broadspire and Kemper, the Plan should be modified
to express that the Debtors will be required to cure all of the
insurance providers' prepetition claims when they assume certain
service agreements upon the confirmation of their Plan.
Broadspire and Kemper also retain their rights to collateral,
including the rights to set-off and recoupment.

Callebaut contends that the Plan is not confirmable until it
explicitly clarifies that "nothing in the Plan waives
[Callebaut's] rights or defenses in any litigation against the
entity by the Debtors or their successors."

Nor-Jam maintains that the Debtors' Plan failed to (i) "cure"the
default of the Debtors' Lease with the Landlord; (ii) compensate
Nor-Jam for any actual pecuniary loss resulting from the default,
as required by Sections (b)(1)(A) and (B) of the Bankruptcy Code;
(iii) provide adequate assurance of future performance under the
Lease; (iv) propose to treat the unpaid tax claim as an Allowed
Secured Tax Claim; and (v) pay the interest, costs and attorney's
fees incurred by Nor-Jam in enforcing the terms of the Lease
under the Debtors' Chapter 11 cases.

                            About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 90; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


INTERSTATE BAKERIES: Teamsters Inks Deal with Ripplewood
--------------------------------------------------------
The International Brotherhood of Teamsters is taking a second
shot at bringing in an investor for bankrupt Interstate Bakeries
Corp., The Associated Press reports.

In an interview with the Kansas City Star, union spokesman Rich
Volpe confirmed that the Teamsters has reached an agreement with
Ripplewood Holdings, a New York-based hedge fund founded by Tim
Collins.

The deal includes collective bargaining agreements covering the
10,000 Teamster members working for IBC and calls for a number of
concessions from the Teamsters, which Mr. Volpe says is
"workable,"the report says.

Mr. Volpe told the Star that the Ripplewood agreement will call
for new IBC management and board members, including Greg Murphy
from Ripplewood, but may not necessarily displace chief executive
officer Craig Jung and his management team, "at least not in the
near term."

Mr. Volpe said Ripplewood is now talking with Silver Point
Finance, LLC, which has already agreed to provide IBC with
$400,000,000 in after-bankruptcy financing.  The spokesman
confirmed that Yucaipa is not involved in the Ripplewood deal,
according to the report.

Teamsters officials agreed to make concessions under a new
contract should Ripplewood and other investors take control of
IBC, lawyer Frederick Perillo told Bloomberg News.  

"At the appropriate time we are all very hopeful that we will
propose an alternative reorganization plan,"he added.

IBC confirmed that it was aware of the Teamsters' negotiations
with a third party on a proposed labor agreement, and that
company officials were reviewing the matter.

"With respect to the reported discussion between IBT and a third
party, when and if the company receives an alternative plan with
committed financing, a business plan and proposed recovery for
constituents, it will assess the proposal,"IBC said in a
statement.

Reports say officials at Ripplewood could not be reached for
comments.

                            About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 90; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).



INTERSTATE BAKERIES: Wants to Move Confirmation Hearing to Apr. 23
------------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Western District of Missouri to continue
the confirmation hearing on its plan of reorganization, currently
scheduled for March 12, 2008, to April 23, 2008.

The Debtors are currently engaged in discussions with multiple
parties regarding modifications to its plan of reorganization that
would allow the company to emerge from Chapter 11 as a stand-alone
company.

A financial investor had previously expressed interest in making
an equity investment in the company and last week provided the
company with a proposal regarding labor concessions to which the
International Brotherhood of Teamsters was willing to agree if the
financial investor were to become an investor in the company.  IBC
said that it continues to review the proposed labor concessions
negotiated between the financial investor and the Teamsters to
determine if the proposed terms are acceptable to the company, and
looks forward to a term sheet from the financial investor with
details on committed financing and constituent recoveries, as well
as any suggested modifications to the company's business plan, for
consideration by IBC's board of directors.

"We are pleased with the interest financial investors have shown
in our company,"Chief Executive Officer Craig Jung said.  "We
remain hopeful that, working together with all our constituents,
we will be able to quickly achieve modifications to our plan of
reorganization, or receive an alternative plan of reorganization
that will allow IBC to maximize constituent recoveries and emerge
from Chapter 11 well positioned to compete in the marketplace and
build capability and competitive advantage."

As a consequence of the continuance of the confirmation hearing,
the company expects the commitment from Silver Point Finance, LLC
for exit financing of up to $400 million to expire on March 14,
2008, in accordance with its terms.  The current exit financing
commitment contained several conditions, including a requirement
that the Company obtain confirmation of its plan of reorganization
by March 14, 2008.  Continuing the confirmation hearing to
April 23, 2008 makes it impossible for the company to fulfill that
condition.

The company said that it plans to continue discussions with Silver
Point Finance, L.L.C. as well as other parties in an effort to
obtain a replacement commitment for exit financing for a stand-
alone plan of reorganization.  However, there can be no assurances
that the company will be successful in obtaining a new exit
financing commitment.

To meet its obligation to maximize constituent recovery and ensure
the best possible outcome for its constituents, IBC also announced
that concurrent with the actions discussed above, it has begun an
orderly process to sell all or portions of the company's
businesses and assets.  The company and its financial advisors
believe that absent a confirmable, standalone plan of
reorganization, a sale of the company in multiple transactions is
the best alternative to maximize the recovery to stakeholders.

"Under the circumstances, the only prudent course of action for
the company is to embark on a dual-path and explore alternatives
that include the sale of the Company in multiple transactions. As
part of this process, we will immediately begin holding
discussions with potential strategic purchasers, many of whom have
already expressed interest in buying certain of the company's
businesses and assets,"Mr. Jung said.

To provide the company with sufficient time and liquidity to
support normal business operations as it pursues this dual path
process, IBC has begun discussions with JPMorgan Chase Bank, N.A.,
as administrative agent for the lenders party to the existing
debtor-in-possession financing agreement, to extend the maturity
date and increase the size of its current DIP credit facility.  
The DIP credit facility is currently set to expire on June 2,
2008.  The company can provide no assurance that it will be able
to obtain an extension or increase the size of its DIP financing
facility on acceptable terms or at all.

                             About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.  (Interstate Bakeries
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


INVACARE CORP: Names Robert K. Gudbranson as CFO
------------------------------------------------
Invacare Corporation appointed Robert K. Gudbranson as senior vice
president and chief financial officer, effective April 1, 2008.  
Recently, Mr. Gudbranson served as vice president of strategic
planning and acquisitions for Lincoln Electric Holdings Inc.,
a $2 billion manufacturer of welding, brazing and soldering
products located in Cleveland, Ohio.  Prior to joining Lincoln
Electric, Mr. Gudbranson was the director of business development
and investor relations at Invacare.

In his new role, Mr. Gudbranson, 44, will be responsible for all
aspects of Invacare's Finance, Treasury, Internal Audit, Investor
Relations, and Information Technology functions.

"We are extremely pleased to have Rob Gudbranson joining Invacare
Corporation as chief financial officer," A. Malachi Mixon, III,
chairman and chief executive officer, said.  "His extensive
background in strategic planning and business development, well as
his financial experience with Invacare, will be instrumental in
helping guide Invacare Corporation as we work toward our growth
agenda for 2008 and beyond."

Mr. Gudbranson began his career in finance at JP Morgan,
progressing through positions of increased responsibility in
corporate financial management and banking.  Prior to joining
Lincoln Electric, he held various financial roles of increasing
responsibility for Invacare including: director, business
development and investor relations; assistant treasurer; and
European finance director.  Mr. Gudbranson holds a bachelor of
arts degree in applied mathematics from Yale University and a
master of arts in politics and economics from Oxford University.

Mr. Gudbranson replaces Gregory C. Thompson who resigned as
Invacare's CFO in February 2008 to join Georgia Gulf Corporation,
Inc.

"We are also taking this opportunity to reaffirm our 2008
guidance," Mr. Mixon added.  "Specifically, while it is still very
early in the year, the business is progressing consistently with
our internal expectations.  We are comfortable with our adjusted
earnings per share(a) guidance of $1.35 to $1.50 with organic
growth of approximately 4% to 5%, excluding the impact from
acquisitions and foreign currency translation adjustments.  We
expect that historical seasonal patterns of the business, which
generally favor the latter half of the year, will essentially
repeat in 2008, but that modest quarterly improvements on a year-
over-year basis should continue."

                       About Invacare Corp.

Headquartered in Elyria, Ohio, Invacare Corporation (NYSE: IVC) --
http://www.invacare.com/-- manufactures and distributes
innovative home and long-term care medical products.  The company
has 5,700 associates and markets its products in 80 countries
around the world.

                          *     *     *

Moody's Investor Service placed Invacare Corporation's long term
corporate family and probability of default ratings at 'B1' in
January 2007.  The ratings still hold to date with a stable
outlook.


ISLE OF CAPRI: S&P Designates 'BB-' Rating on Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Service placed its ratings for Isle of
Capri Casinos Inc., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.
      
"The CreditWatch listing follows a slower-than-expected ramp up at
the company's Pompano Park, Waterloo, and Coventry properties, as
well as continued EBITDA declines at several of the company's
other facilities, including all of those in Mississippi and
Louisiana," said Standard & Poor's credit analyst Ariel
Silverberg.  "As a result, credit measures are not likely to
improve over the intermediate term to the extent that we
previously had expected.  Credit measures are currently very weak
for the rating."
     
For the first nine months of fiscal 2008 (ending Jan. 27, 2008),
property level EBITDA was up 1.1%, primarily due to contributions
from properties opened in the first quarter of 2008.  When
comparing only those properties in operation for the full nine
month period in both 2007 and 2008, property level EBITDA was down
8.6%, primarily as a result of significant declines in
Mississippi, partially mitigated by EBITDA improvements in Black
Hawk.  S&P expects these properties will continue to be challenged
over the intermediate term given the softness in the U.S. economy,
which has resulted in revenue declines in several of the markets
in which Isle operates.
     
In resolving the CreditWatch listing, S&P will discuss with new
management its plans associated with managing expenses and driving
future revenue growth.  S&P notes that this management team has
had success in turning around other challenged gaming companies.   
Other factors that will be considered in S&P's review are Isle's
financial strategies and its intermediate liquidity position.


JACK ABERMAN: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jack Aberman
        434 North Halifax Avenue
        Suite 2
        Daytona Beach, FL 32118

Bankruptcy Case No.: 08-01695

Chapter 11 Petition Date: March 6, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue
                  Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  bankruptcynotice@lseblaw.com

Estimated Assets: $10,000,001 to $50 million

Estimated Debts: $10,000,001 to $50 million

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chase Cardmember Sevices         credit card       $49,408
P.O. Box 15298
Wilmington, DE 19850

American Express                 credit card       $18,968
P.O. Box 360002
Fort Lauderdale, FL 33336

Bank of America                  credit card       $14,729
P.O. Box 15026
Wilmington, DE 19650

Wachovia FIA Card Services       credit card       $7,956

HSBC Card Services               credit card       $6,968

Volusia City Tax Collector       real property     $4,592
                                 taxes

Sam's Club                       credit card       $3,799

Lowe's Commercial Services       credit card       $1,019

Home Depot Credit Services       credit card       $200


J-TAIL LLC: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: J-Tail LLC
                410 North Burnet
                Manor, TX 78653

Case Number: 08-10416

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      J&T Development Group, LP                08-10417       

Type of Business: single asset real estate

Involuntary Petition Date: March 3, 2008

Court: Western District of Texas (Austin)

Petitioner's Counsel: Mark Curtis Taylor, Esq.
                      Hohmann & Taube LLP
                      100 Congress Avenue, Suite 1800
                      Austin, TX 78701
                      Tel: (512) 472-5997
                      markt@hts-law.com
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Brian Vodicka                  loan                 $1,055,000
1311 Spyglass
Austin, TX 78746

Simons Family Trust            loan                 $1,100,000
Attn: Capital Advantage
6700 East Pacific Coast
Highway, Suite 140
Long Beach, CA 90803

Creative Lending Concepts LLC  loan                 $645,000
3636 Executive Center Drive,
Suite G-60
Austin, TX 78731


JEFFERSON COUNTY: In Technical Default on Swap Agreements
---------------------------------------------------------
The Jefferson County (Ala.) was in technical default in relation
to its $3.2 billion sewer debt on Friday, County commissioners
confirmed according to Andrew Hayenga of NBC13.com (Ala.).  The
county was unable to post $184 million in collateral on its swap
agreements with investment banks.  The collateral was required
under the agreement after a series of downgrades on the debt.  

The county is not yet in payment default, which occurs if the
county discontinues payments to the banks.  No demand for the
payment has been made by the banks on Friday, County officials
said, according to Barnett Wright of The Birmingham News.  The
technical default gives the banks the right to terminate the
contracts and force payments totaling $184 million, the report
stated.

Peter Shapiro, managing director of New Jersey-based Swap
Financial LLC, warns of a "cascade" of default as a result of a
default on the swap.

The county has 13 interest-rate swap transactions with Bank of
America, Bear Stearns Inc., JP Morgan and Lehman Brothers in an
aggregate amount of $5.4 billion.  Last week, Jefferson county
refused to pledge reserves against the interest-rate swaps tied to
the sewer debt.

                        Possible Bankruptcy

A possible bankruptcy filing was mentioned by County Commissioner
Bettye Fine Collins to a reporter at a commission meeting in
Birmingham on Thursday.  Commissioner Collins declined to comment
on Friday, but confirmed the county might file for bankruptcy as a
last resort, according to Birmingham News.

Commissioner Collins, in a Reuters report, was cited as saying
that the county officials were meeting in New York to solve its
debt problem.  She said the county was not expecting to use any of
the $400 million in a county liquidity fund, according to the
report.  

After the news of the technical default, a lawyer for the county
confirmed that the talks are continuing, according to Birmingham
News.  There is no timetable for the county's debt renegotiations
or a possible bankruptcy declaration, the report states.

                    Interest Expense on Bonds

Jefferson County is also increased interest expense on $3 billion
in floating-rate obligations.

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The county
currently has about $82 million of cash on hand, and about $105
million in a separate sewer fund, S&P said.  Patrick Darby, a
lawyer with the Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.


JEFFERSON COUNTY: S&P Junks Sewer Revenue Debt Rating
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Jefferson County, Alabama's sewer revenue debt three notches to
'CCC' from 'B' due to the likelihood that the county will not post
collateral to counterparties by March 7, 2008, as specified in the
terms of the county's swap agreements.
     
In addition, the rating service revised its CreditWatch status on
the debt to developing from negative, indicating the rating could
move upward or downward in the short term.
     
"According to our rating definitions, an obligation rated 'CCC' is
currently vulnerable to nonpayment and dependent on favorable
business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation," said Standard &
Poor's credit analyst Sussan Corson.  "In the event of adverse
business, financial, or economic conditions, however, the obligor
is not likely to have the capacity to meet its financial
commitment on the obligation."
     
In a material event notice released on March 5, 2008, Jefferson
County officials indicated they had "notified the counterparties
to the swap agreements that it does not presently intend to post
collateral or provide insurance to the counterparties for its
obligations under the swap agreements."  A failure to post
collateral gives the counterparties the right to terminate the
swap agreement; if a counterparty chooses to terminate the
agreement, a termination payment, subordinate to debt service
payments, would be due.
     
Increased interest rates in conjunction with events of default
under the standby warrant purchase agreements, termination events
of the swap agreements, and the system's already very high debt
burden have placed significant financial pressure on the county's
sewer system.
     
This action affects roughly $3.2 billion of debt outstanding.


KEY DEVELOPERS: Section 341(a) Meeting Slated for April 2, 2008
---------------------------------------------------------------
Parties owed money by Key Developers Group LLC will have a meeting
at 1:30 p.m., on April 2, 2008, at the courthouse in 501 East Polk
Street in Tampa, Florida, Tampa Bay Business Journal's Michael
Hinman relates.

The Place at Channelside Web site --
http://www.theplacecondos.com/-- indicated Thursday that 95% of  
its 469 units have been sold, BizJournal says.  That Web site is
no longer accessible at press time.

Based on BizJournal's report, Key Developer is facing a hundred
lawsuits alleging breach of contract and demanding cancellation of
contracts filed in November 2007 by buyers.

The Place at Channelside is valued at $194 million, and its unit
prices ranges from $180,000 to above $1 million, BizJournal adds.

According to Emporis.Com, other firms involved in the construction
of The Place include Bovis Lend Lease Inc., Kimmins Contracting
Corp., Wichman Construction, Jablonsky, Ast and Partners, KTD
Engineers, Cecconi Simone, Phil Graham & Company, PA, APG Electric
Inc., Long Foundation Drilling Company, Williamson & Associates,
Inc., KTD Engineers, Potain SAS, KONE Inc., CapForm Inc., and
South Carolina Steel Corporation.  The design was done by Hariri
Pontarini Architects and Studiomarc International, Emporis.Com
reveals.

                      About Key Developers

Tampa, Florida-based Key Developers Group LLC is a real estate
developer.  Its developments include a 469-unit, The Place at
Channelside I and II.  The Place at Channelside I, an-8-floor
building, was completed in 2007, while The Place at Channelside
II, a 32-floor building, was never built.  Its president is Fida
Sirdar Hussain.  Key Developers filed for chapter 11 on March 5,
2008 (Bankr. M.D. Fla. Cas No. 08-02929).  Scott A. Stichter,
Esq., at Stichter, Riedel, Blain & Prosser PA represents the
Debtor in its restructuring efforts.  It listed asset between
$100 million to $500 million and debts between $50 million to
$100 million when it filed for bankruptcy.


LINENS 'N THINGS: Weak Liquidity Prompts Moody's to Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded Linens 'N Things, Inc.'s
ratings, including its corporate family rating to Caa1 and
speculative grade liquidity rating to SGL-4.  The rating outlook
remains negative.

The downgrade of the ratings is prompted by the company's year end
borrowing levels being higher, and its revolver availability at
year end being lower, than Moody's expectation -- resulting in the
company's liquidity being weaker and leaving it with limited
cushion to continue to sustain ongoing free cash flow deficits.

These ratings are downgraded:

  -- Corporate family rating to Caa1 from B3;

  -- Probability of Default rating to Caa1 from B3;

  -- $650 Million of senior secured guaranteed notes due 2014 to
     Caa2 (LGD4, 64%) from B3 (LGD4, 55%),

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-3.

The Caa1 corporate family rating reflects the company's
exceptionally weak credit metrics and its weak liquidity.  At year
end the company had $205.9 million drawn under its revolving
credit facility (versus $37.8 million at the end of 2006) with
$302 million available.  Based upon Moody's expectations for a
continuation in free cash flow deficits, the company will likely
need to continue to draw under its revolver over the next twelve
months.  This could potentially consume the majority of the
company's remaining committed external liquidity.

This weakened liquidity greatly diminishes the company's financial
flexibility to withstand the current weak retail environment.   
Given the company's weak operating performance as well as
challenges in the bank and broader financial markets, Linens 'N
Things could have difficulty obtaining additional financing, if
needed.  In addition, the rating reflects the company's weak
competitive position in a highly competitive home furnishings
market, its negative EBITA margins during fiscal year 2007, and
its history of mispositioned product offering.  The rating
category is supported by its solid nationwide store base and its
well recognized brand name.

The downgrade of the company's speculative grade liquidity rating
to SGL-4 represents a further weakening in liquidity.  The
company's announced year end borrowings were higher than Moody's
original expectations and therefore Moody's expects that the
company's level of free cash flow deficit in 2007 increased versus
2006.  Moody's expects that the company's generation of free cash
flow deficits will likely continue in 2008, resulting in further
borrowings under the revolver over the next twelve months.  This
will place increased pressure on the company's liquidity.

Moody's notes that the company put in place a new $700 million
revolving credit facility in October 2007 which does not contain
any minimum availability requirements nor any financial covenants.   
However, the company has limited sources of alternate liquidity as
all assets are pledged to the secured revolving credit facility
and senior secured notes.

The negative outlook primarily reflects Moody's expectation that
the current weak retailing environment and heavy competition will
continue to constrain the company's operating performance placing
further stress on the company's liquidity and financial
flexibility.

Linens 'N Things' ratings could be downgraded should the company's
operating performance and liquidity fail to improve from current
weak levels -- resulting in an increased probability of default.

Linens N Things Inc., headquartered in Clifton, New Jersey, is a
nationwide specialty retailer of home textiles, housewares, and
home accessories that operates approximately 589 stores in 47
states and seven Canadian provinces as of Dec. 29, 2007.  Revenues
for the lagging twelve month period ended Sept. 30, 2007 were
approximately $2.8 billion.


LIONEL LLC: Wants Court to Defer Confirmation Hearing to March 27
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing, previously scheduled for March 13, 2008,
on March 27, 2008, at 10:00 a.m. (New York Time), to consider
confirmation of the Second Amended Joint Plan of Reorganization of
Lionel LLC and and its debtor-affiliates Liontech Company, in the
courtroom of the Honorable Burton R. Lifland, in the Alexander
Hamilton Custom House at One Bowling Green in New York City.

As reported in the Troubled Company Reporter on Oct. 31, 2008, the
Debtors' sought and obtained approval of a disclosure statement
explaining their reorganization plan integrating a settlement with
its long-time adversary Mike's Train House Inc.   Lionel for
Chapter 11 protection in November 2004 after MTH won a
$40.8 million judgment for misappropriating train designs.

Bill Rochelle of Bloomberg News reports that most of the terms
were not made public, the settlement has a March 31, 2008 deadline
for emerging from reorganization.

                          MTH Litigation

The Debtors relates that after commencement of their Chapter 11
Cases, on Dec. 14, 2004, the Bankruptcy Court entered an order
approving a stipulation between MTH and the Debtors modifying the
automatic stay to permit Lionel to prosecute an appeal of the
Judgment and Injunction entered by the Michigan District Court in
the Trade Secrets Litigation.  Thereafter, Lionel filed its appeal
in the United States Court of Appeals for the Sixth Circuit on
Jan. 15, 2005 and the Court of Appeals held oral arguments on
June 7, 2006.

                     Sixth Circuit Decision

On Dec. 14, 2006, the Sixth Circuit Court issued its opinion in
respect of the Appeal.  Pursuant to the opinion, the Sixth Circuit
Court reversed the Michigan District Court's order denying
Lionel's request for a new trial, remanded the case for further
proceedings, consistent with its opinion, and reversed the
Michigan District Court's entry of the Injunction.  In reaching
these conclusions, the Sixth Circuit determined that the Michigan
District Court had erred in admitting certain expert testimony and
imposing joint and several liability, and that the jury award
improperly "double counted"MTH's damages.

On Dec 28, 2006, MTH filed with the Sixth Circuit a Petition for
Panel Reconsideration, and Suggestion of Rehearing En Banc.  On
Feb. 1, 2007, Lionel filed its response to the Petition for
Reconsideration.  On April 19, 2007, the Sixth Circuit denied the
Petition for Reconsideration.  On April 26, 2007, MTH filed a
motion to stay the issuance of a mandate that would remand the
case back to the Michigan District Court pending its filing a
petition for a writ of certiorari to the United States Supreme
Court.  On May 3, 2007, the Sixth Circuit entered an order staying
the issuance of the mandate.  

On May 4, 2007, Lionel filed a motion to reconsider the stay;
however, Lionel withdrew the motion on May 16, 2007.  On May 30,
2007, MTH filed a motion to vacate the stay and requested that the
mandate be issued.  The Sixth Circuit granted this request and
issued the mandate on June 15, 2007.  However, the Trade Secrets
Litigation remains stayed by operation of the automatic stay under
Section 362 of the Bankruptcy Code.

                            Mediation

On Feb. 1, 2007, with the consent of Lionel and MTH, the
Bankruptcy Court entered a stipulation and order providing for the
Debtors and MTH to submit to non-binding mediation of all claims
and counterclaims between them.  United States Bankruptcy Judge
Cecelia Morris was selected as the mediator.  After several
sessions with Judge Morris, no settlement was reached and on
May 16, 2007, the mediation was terminated.

                           Estimation

MTH filed three Claims against Lionel relating to the Trade
Secrets Litigation:

    (1) a claim in the amount of the Money Judgment,
    (2) a claim for post-Judgment interest and
    (3) a claim for attorneys' fees.

On June 1, 2007, the Debtors filed an objection to the Trade
Secrets Litigation Claims and requested that the Bankruptcy Court
estimate the Money Judgment claim under section 502(c) of the
Bankruptcy Code.   MTH objected to the estimation motion and filed
a cross-motion for relief from the automatic stay to permit the
retrial of the Trade Secrets Litigation in the Michigan District
Court.  A hearing on these motions was commenced on June 27, 2007,
and was completed on Aug. 2, 2007.  By order dated Aug. 3, 2007,
the Bankruptcy Court granted the Debtors' motion to estimate the
Money Judgment claim and denied MTH's cross-motion for relief from
the automatic stay.  The estimation procedures have not yet been
set by the Bankruptcy Court.

On Aug. 13, 2007, MTH filed a notice of appeal with respect to the
Estimation Order.  The appeal was docketed in the United States
District Court for the Southern District of New York on Sept. 10,
2007 and assigned to the Honorable Richard M. Berman with case
number 07-Civ-7496 (RMB).

                          About Lionel LLC

Headquartered in Chesterfield, Michigan, Lionel L.L.C. --
http://www.lionel.com/-- markets model train products, including  
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.  
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos. 04-17324
and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq., and Adam
L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale Cendali, Esq.,
at O'Melveny & Myers LLP; and Ronald L. Rose, Esq., at Dykema
Gossett PLLC, represent the Debtors.  Houlihan Lokey Howard &
Zukin Capital, L.P. and Ernst & Young LLP are the Debtors'
financial advisors.  Kurtzman Carson Consultants LLC acts as the
Debtors' noticing and claims agent.  As of May 31, 2007, the
Debtor disclosed total assets of $39,161,000 and total debts of
$62,667,000.

Alan D. Halperin, Esq., and Robert D. Raicht, Esq., at Halperin
Battaglia Raicht, LLP, represent the Official Committee of
Unsecured Creditors.  FTI Consulting, Inc., is the Committee's
financial advisor.  Alec P. Ostrow, Esq. in New York, represents
Mike's Train House, Inc.


LUCHT'S CONCRETE: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lucht's Concrete Pumping, Inc.
        3800 South Federal Boulevard
        Sheridan, CO 80100

Bankruptcy Case No.: 08-12619

Type of Business: The Debtor offers concrete pumping services.  
                  See http://www.luchtsconcrete.com/and  
                  http://www.luchts.com/

Chapter 11 Petition Date: March 5, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: David Wadsworth, Esq.
                     (dvw@sendwass.com)
                  Harvey Sender, Esq.
                     (Sendertrustee@sendwass.com)
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Dougherty Funding, LLC         value of collateral:  $5,244,987
90 South 7th Street,           $3,314,000
Suite 4300
Minneapolis, MN 55402

SL Financial Services Corp     value of collateral:  $5,169,882
251 Riverside Avenue           $2,845,150
Westport, CT 06880

First National Bank of         value of collateral:  $2,053,976
Colorado                       $860,000
P.O. Box 9032
Boulder, CO 80301-9032

Orix Financial Services, Inc.  value of collateral:  $1,241,207
P.O. Box 7247-0369             $955,500
Philadelphia, PA 19170-0369

All Points Capital Corp.       value of collateral:  $767,060
P.O. Box 3071                  $556,500
Hicksville, NY 11802-3071

Omni National Bank             value of collateral:  $495,319
Six Concourse Parkway,         $339,500
Suite 2300
Atlanta, GA 30328

Summit Financial                                     $408,865
2455 East Parleys Way,
Suite 200
Salt Lake City, UT 84109

SM Realty                                            $365,998
Suite 201, 1400 Glenarm Pl.
Denver, CO 80202

RP Capital Corp                value of collateral:  $277,662
7401 Metro Boulevard,          $232,750
Suite 320
Edina, MN 55439

Kraus-Anderson Capital, Inc.   value of collateral:  $256,113
523 South Eigth Street,        $191,100
Suite 523
West Minneapolis, MN 55404

Comdata                                              $146,986

Carson Oil Co., Inc.                                 $146,871

American Express                                     $129,593

AGC-IUDE Local 701 Trust Fund                        $62,239

Stonehill Financial, LLC                             $45,434

Anthem Blue Cross/Blue Shield                        $39,820

Boulder Gas                                          $36,078


MARSHALL HILL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marshall Hill Materials, Inc.
        P.O. Box 259
        Newfoundland, NJ 07435

Bankruptcy Case No.: 08-13993

Type of Business: The Debtor is a wholesaler and retailer of
                  building supplies.

Chapter 11 Petition Date: March 6, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: John J. Scura, III, Esq.
                  Scura, Mealey & Scura, LLP
                  1599 Hamburg Turnpike
                  P.O. Box 2031
                  Wayne, NJ 07470
                  Tel: (973) 696-8391
                  jscura@scuramealey.com

Total Assets: $485,062

Total Debts:  $1,519,961

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State of New Jersey Division                           $144,874
of Taxes
50 Barrack Street
Trenton, NJ 08646

Lakeland Bank                    Bank Loan              $97,512
Attn: Mr. Phil Davis
250 Oak Ridge Road
Oak Ridge, NJ 07438

Karen Hand                                              $81,598
P.O. Box 643
Newfoundland, NJ 07435

IRS                                                     $67,102

Petocz Family Partnership                               $55,000

BAC Sales                                               $52,294

IRS                                                     $45,126

Masda Corp                                              $29,402

Bank America Strategic Solutions Bank Loan              $25,382

Rinox Pavers LLC                                        $20,167

Essroc Cement Corp                                      $15,821

State of New Jersey                                     $15,551

Ayers Supply                                            $12,685

Diamond East                                            $12,244

Energex American                                        $10,000

Abbey Hart Brick                                         $8,044

Marshall & Quenzel                                       $7,500

Grinell Concrete                                         $6,533

Wholesale Building                                       $5,432

Idearc Media Corp.                                       $5,022


MEDIANEWS GROUP: Worsening Cash Flow Cues S&P's Rating Cut to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for
MediaNews Group Inc.; the corporate credit rating was lowered to
'B-' from 'B'.  The ratings remain on CreditWatch with negative
implications, where they were initially placed Feb. 28, 2008.          
     
"The ratings downgrade and CreditWatch listing reflect worsening
trends in cash flow generation at MediaNews and our belief that at
the current rate of cash flow decline, risks are heightened that
MediaNews may violate its total leverage covenant in its credit
facility over the near term,"said Standard & Poor's credit analyst
Emile Courtney.                                
     
Total leverage (as measured per the calculation required in the
company's  bank facility) was 6.53x at December 2007; this
compares with the company's 6.75x total leverage covenant at
December 2007, which steps down to 6.5x on June 30, 2008 and to
6.25x on Sept. 30, 2008.  There is also limited cushion in the
company's 4.25x senior leverage and 1.25x fixed-charge coverage
covenants.  
     
S&P continues to believe that MediaNews' liquidity position could
benefit from a history of good relationships with, and a long
track record of, significant asset transactions with partners of
solid credit quality.  S&P expects that one possible solution--
should MediaNews encounter a covenant violation over the near
term--would be to negotiate for a liquidity injection of some kind
from a partner.  Still, intermediate-term covenant compliance may
remain uncertain given additional step-downs in future quarters.  
Over the near term, S&P will continue to assess expectations for
cash flow generation and review with MediaNews the possibility for
a transaction that may enhance the cushion under its bank
covenants.                                    


MORGAN STANLEY: Fitch Affirms 'B' Rating on Class D Trusts
----------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Dean Witter Mortgage
Capital Owner Trust, Series 2000-F1 as:

  -- Classes A-2a and A-2b, rated 'AAA', remain on Rating Watch
     Negative*;

  -- Classes S and X affirmed at 'AA';
  -- Class B affirmed at 'BBB';
  -- Class C affirmed at 'BB';
  -- Class D affirmed at 'B';
  -- Class E remains at 'C/DR4';
  -- Class F remains at 'C/DR5';
  -- Class G remains at 'C/DR6'.

*Class A-2a and A-2b ratings are based on the strength of the MBIA
insurance policy

Fitch's analysis incorporated anticipated losses on defaulted and
specially serviced collateral given the servicer's and Fitch's
recovery expectations.  Fitch's recovery expectations are based on
historical collateral-specific recoveries experienced in the
franchise Asset Backed Securities sector.  The resulting
anticipated collateral losses were then applied to the transaction
structure, enabling Fitch to assess the impact of the losses on
the securities and available credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with when the transaction was last reviewed
leading to an affirmation of all outstanding ratings.


MOVIE GALLERY: Court Okays $4.7 Million Employee Incentive Plan
---------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved Movie Gallery Inc. and its
debtor-affiliates' Key Employee Incentive Plan.

The Plan has two components -- the Management Incentive Plan and
the Supplemental Incentive Plan.

Judge Tice rules that payments made in contemplation of the
Debtors' Key Employee Incentive Plan constitute transfers and
obligations permitted by Sections 363(b) and 503(c)(3) of the U.S.
Bankruptcy Code.  Every payment and distribution obligation of
the Debtors under the Incentive Plan will be treated as an
administrative expense pursuant to Section 503(b)(1)(A).

The Debtors will make payments under the Incentive Plan without
further notice to the Court.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
Management Incentive Plan which provides a potential bonus
computed -- in a similar manner to the Debtors' historical bonus
plan -- based on a percentage of each participant's salary, to be
awarded if the Debtors achieve certain levels of earnings before
interest, taxes, depreciation and amortization.  The bonus is
computed and awarded on a quarterly or semi-annual basis
depending upon the participant's position.

On the other hand, the Supplemental Incentive Plan provides a
bonus computed as a percentage of earnings to be awarded to after
June 30, 2008, to participants who have satisfied the tailored
objectives established accordingly.

The Debtors maintained that the KEIP creates a fair, objective and
incentive-based compensation structure for their employees that
aligns employee interests with those of the Debtors' stakeholders
to encourage maximum effort and  performance during the
restructuring process.

                        About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 21;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/    
or 215/945-7000)


MOVIE GALLERY: Committee Supports Second Amended Chapter 11 Plan
----------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates' Second Amended
Chapter 11 Plan of Reorganization found support from their
Official Committee of Unsecured Creditors.

The Committee, in a letter addressed to Movie Gallery, Inc.'s  
unsecured creditors, stated that it has found that the Debtors'
Second Amended Plan of Reorganization "provides the best
recoveries to, its acceptance is in the best interest of all
creditors, and any alternative would result in unnecessary delay,
uncertainty, and expense."

The Creditors Committee encouraged unsecured creditors to vote to
accept the Plan.

To enable landlords to have a meaningful opportunity to vote on
the Plan, the Debtors -- at the Committee's behest -- have agreed
to determine on March 10, 2008, whether they will assume or
reject store leases, and notify landlords of rejection decisions
at that time, said Committee chairman, William Kaye.

Mr. Kaye added that the Debtors also agreed that landlords to
unassumed leases will be entitled to vote with respect to those
leases.

The Creditors Committee believes that the procedures negotiated
between the Debtors and Sopris Capital Advisors LLC provide a
reasonable compromise that will afford landlords with claims
based on currently or potentially rejected leases a fair
opportunity to vote on the Debtors' Plan while, at the same time,
enabling the Debtors to make final decisions on lease assumptions
and rejections up until the latest possible date.

The Creditors Committee said an alternative to the negotiated
procedures will require the Debtors to make potentially premature
decisions on the leases and consequently delay their exit from
bankruptcy.

The Creditors Committee added that it has actively negotiated
with the Debtors and Sopris regarding the terms of the Plan,
including the recoveries to be provided to and as among general
unsecured creditors, which recoveries vary depending on numerous
factors.

Mr. Kaye noted that under the Plan:

   * Classes 6, 7A, 7B and & E will receive stock, warrants and   
     net proceeds from a litigation trust;

   * Classes 7C, 7D and 7F will receive cash;

   * Class 6 bondholders are offered an opportunity to buy more
     stock in the Debtors through the Rights offering, which will
     raise $50,000,000 for the Reorganized Debtors due to a
     guaranteed backstop by Sopris; and

   * Classes 7A, 7B and & E are offered an aggregate $10,000,000
     cash-out election, which entitles the Classes to make
     irrevocable election in connection with voting to forgo any
     stock, warrants or litigation proceeds and instead receive
     42% to 50% in cash of the implied value of the shares of
     stock to be received otherwise.

                        About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 21;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/    
or 215/945-7000)


MOVIE GALLERY: Judge Tice Approves Phase 2 Sale Procedures
----------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved the bidding and second
auction procedures governing the disposition of the Debtors'
interests in certain unexpired leases of non-residential property
in Phase 2 locations and the lease cure procedures to determine
the Debtors' cure amounts with respect to the Phase 2 Leases.

A schedule of the Phase 2 Leases is available for free at:

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

The Court further authorized the Debtors to enter into agreements
for the sale of their designation rights associated with the
Phase 2 Leases, subject to Court approval.  Any executed Sale
Agreement constitutes a sale free and clear of any interest
including, without limitation, any liens, claims or encumbrances
or other interests on or in the Phase 2 Leases that are subject
to Sale Agreements.  A purchaser under a Designation Rights
agreement will be entitled to the protections afforded to good-
faith purchasers.

The Debtors will have no further liability for any breach of a
Phase 2 Lease occurring after the closing of a sale, transfer,
termination or assignment for a Phase 2 lease.

Judge Tice will convene a hearing on March 20, 2008, at 2:00
p.m., prevailing Eastern Time, to consider approval of the Sale
Agreements and the sale of designation rights, including
objections to proposed cure amounts.

Objections to the Sale Agreements and designation rights must be
filed on March 18.  Cure amount objections are due March 4.

                     Cure Amount Objections

More than 60 landlords filed objections to the proposed Phase 2
Leases cure amounts and asserted alternative cure amounts on
account of unpaid rent or arrears, and repair and maintenance
charges:

   * 2005 Main Street Plaza 1, LLC,
   * Artzibushev-University One, Limited,
   * Bammel Interests Ltd.,
   * BBS Associates, LLC,
   * BC Wood Properties,
   * Bellevue Properties Group,
   * Benderson Development Company, Inc.,
   * Cedar Springs Station, LLC,
   * Centro Properties Group,
   * CH Realty, IV,
   * Desert Mountain Enterprises,
   * Developers Diversified Realty Corporation,
   * Excel Enterprise, LLC,
   * Equity One, Inc.,
   * GGF Pico Rivera, LLC,
   * Gould Investors, L.P.,
   * Harvest Properties, LLC,
   * Highlands Plaza LLC,
   * Hollywood-Anniston, LLC,
   * Inland American Retail Management, LLC,
   * Inland Commercial Property Management, Inc.,
   * Inland Southwest Management LLC,
   * Kenneth and Theresa Barber,
   * Liberty Station, Inc.,
   * Lynchburg II, LLC,
   * Mattatuck Plaza (E&A) LLC,
   * Mesa Town Center, LLC,
   * National Retail Properties, L.P.,
   * N.O.M. Franklin, Ltd.,
   * North Hampton Properties, LLC,   
   * Parkway Plaza, L.P.,
   * Parr Financial Partners LLC,
   * PepperLane-SE Square Loop, LLC,
   * PBKE-Gitt, LLC,
   * Piedmont Old Alabama Partners, L.P.,
   * Primestor Los Jardines, LLC,
   * PK III San Dimas Marketplace,
   * PMT Partners V, LLC,
   * Range Five, LLC,
   * Regency Centers, LP,
   * Realty Income Corporation,
   * Realty Income Texas Properties, LP,
   * Rebkee Partners New Kent, LLC,
   * SEMLAK, LLC,
   * SHAG of Mississippi, Inc.,
   * Silvia Yanez-Salazar,
   * Steve and Carol Lin,
   * Scottsdale Fiesta Plaza, L.P.,
   * Stephen L. Horowitz,
   * Table Mesa Shopping Center Partnership, LLP,
   * The Morris Companies Affiliates,
   * The Slane Company, Ltd.,
   * Twiss Realty Co, Inc.,
   * U.S. Retail Income VI, L.P.,
   * Urstadt Biddle Properties, Inc.,
   * Vestar California, XXII, L.L.C.,
   * Weingarten Realty Advisors,
   * White Flint Plaza, LLC,
   * Whiteville Properties, LLC,
   * Windsor Hills Station, Inc.,
   * WMS, LLC, Boston Road Property, LLC, et al., and
   * Yorkshire Village Properties, LLC

                        About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 21;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/    
or 215/945-7000)


NEW GENERATION: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: New Generation Miracle Church, Inc.
        4623 Bowleys Lane
        Baltimore, MD 21206

Bankruptcy Case No.: 08-13171

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: March 6, 2008

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Marc Robert Kivitz, Esq.
                     (mkivitz@aol.com)
                  201 North Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets:
$1,162,920                                                   

Total Debts:    $680,796

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Lighthouse Ministry of Faith,  $50,000
Inc.
P.O. Box 586
Havre de Grace, MD 21078

Bank of America, N.A.          $22,500
P.O. Box 15710
Wilmington, DE 19886-5710

Avalon at Symphony Glen        $6,533
Avalon Bay Communities, Inc.
12304 Baltimore Avenue,
Suite E
Beltsville, MD 20705

Comcast Spotlight              $2,680

Mayor and City Council of      $863
Baltimore

Alarm Pro, LLC                 $450

APM Dundalk Guardian           $381

The New Family Bureau          $124

Idearc Media Corp.             $72

Pine Heights Comm. Kitchen,    $40
Ser., Inc.

Sheila Y. Forman               $1


OSI RESTAURANT: Weak Performance Cues Moody's to Hold 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of OSI
Restaurant Partners, Inc., CFR rated B2.  In addition, Moody's
lowered OSI's speculative grade liquidity rating to SGL-3 from
SGL-2 and changed the outlook on all ratings to negative from
stable.

The negative outlook reflects OSI's weaker than anticipated
operating performance and debt protection metrics that are weak
for the current ratings.  It is Moody's view that soft consumer
spending, high operating costs, and competitive pressures may make
it challenging for OSI to materially improve debt protection
metrics over the intermediate term to levels required for OSI to
maintain its current ratings.  "The combination of a financially
challenged consumer, higher operating costs, and competitive
pressures will make it difficult for OSI to maintain margins,
earnings, and cash flow without negatively impacting traffic
patterns over the intermediate term" said Moody's Senior Analyst
Bill Fahy,

The downgrade of the speculative grade liquidity rating to SGL-3
(adequate liquidity) reflects Moody's view that weaker operating
performance will result in lower than expected free cash flow and
a more modest cushion under the company's financial covenants.

The B2 corporate family rating reflects OSI's relatively weak
operating performance and sizeable debt levels that have resulted
in persistently weak debt protection metrics and limited free cash
flow.  

The ratings also incorporate Moody's belief that current
challenges impacting the restaurant industry, particularly casual
dining, such as a financially challenged consumer, historically
high commodity prices and operating costs, and increasing
competition will persist for the intermediate term.  However, the
ratings also incorporate OSI's meaningful scale, the significant
brand awareness of Outback Steakhouse, geographic diversity within
the United States, and adequate liquidity.

Ratings affirmed are:

  -- B2 corporate family rating,

  -- B2 probability of default rating,

  -- $150 million working capital revolver maturing in 2013, rated
     B1 (LGD 3, 33%)

  -- $100 million pre-funded revolver maturing in 2013, rated B1
     (LGD 3, 33%)

  -- $1.310 billion term loan B maturing in 2014, rated B1
     (LGD 3, 33%)

  -- $550 million senior unsecured notes maturing in 2015, rated
     Caa1 (LGD 5, 85%)

Rating lowered is;

  -- Speculative Grade Liquidity rating, lowered to SGL-3 from
     SGL-2

The outlook has been changed to negative from stable

OSI Restaurant Partners, Inc., headquartered in Tampa, Florida, is
one of the largest casual dining restaurant companies in the world
with eight concepts located throughout all 50 states and in 20
countries internationally.  Revenues for LTM period ended
Sept. 30, 2007 totaled approximately $4.1 billion.


PARKWAY HOSPITAL: Ends Three-Year Term Under Chapter 11 Protection
------------------------------------------------------------------
The Parkway Hospital Inc. officially exited from chapter 11
protection on Feb. 28, 2008, ending its three-year term in
bankruptcy, various reports relate.

Parkway vice president Fred Stewart, told reporters that the
emergence of the hospital was what they've wanted.  According to
the reports, Berger Commission, a state-assigned group formed to
evaluate health care facilities, had recommended the closure of
Parkway asserting mismanagement.  Parkway then sued Berger
Commission contesting the proposed revocation of the hospital's
operating certificate.

Parkway president and chief executive officer, Dr. Robert Aquino,  
told the public in a press conference that he is "exuberant and
optimistic"about the progress at the hospital, reports say.  He
added that Parkway is now posed "to become one of the region's
premier hospitals,"according to the reports.

Reports note that Dr. Aquino bought Parkway in 2005, a month
later, placed the hospital under bankruptcy protection after
inability to pay its debt.

As reported in the Troubled Company Reporter on Aug. 9, 2007, the
Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York confirmed Parkway Hospital's
first amended plan of reorganization.

                     About Parkway Hospital

The Parkway Hospital Inc. operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  The Trumbull Group, nka Wells Fargo
Trumbull, serves as the Debtor's claims agent.  The firm of Alston
& Bird LLP serves as substitute bankruptcy counsel to the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $28,859,000 in total
assets and $47,566,000 in total debts.


PEACHTREE FRANCHISE: Fitch Holds 'B/DR1' Rating on Class B Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on Peachtree Franchise Loan
Notes, series 1999-A, as:

  -- Class A-X affirmed at 'BBB+';
  -- Class A-2 affirmed at 'BBB';
  -- Class B affirmed at 'B/DR1';
  -- Class C remains at 'CC/DR5';
  -- Classes D and E remain at 'C/DR6'.

Fitch's analysis incorporated anticipated losses on defaulted and
specially serviced collateral given the servicer's and Fitch's
recovery expectations.  Fitch's recovery expectations are based on
historical collateral-specific recoveries experienced in the
franchise Asset Backed Securities sector.  The resulting
anticipated collateral losses were then applied to the transaction
structure, enabling Fitch to assess the impact of the losses on
the securities and available credit enhancement.

As a result of the aforementioned analysis, credit support was
found to be consistent with Fitch's previous review resulting in
the affirmation of the current ratings.


PELL CITY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pell City Industrial Services, Inc.
        P.O. Box 469
        Pell City, AL 35125

Bankruptcy Case No.: 08-40445

Type of Business: The Debtor owns and operates a machine shop that
                  is engaged in general machining, steel
                  fabricating, engineering & design services.  It
                  also provides tapping services, laser services,
                  bending services, grinding services, shot
                  blasting services, polishing services, flame
                  cutting services, laser cutting services and
                  plasma cutting services.

Chapter 11 Petition Date: March 6, 2008

Court: Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Tameria Shaye Driskill, Esq.
                     (tamerialaw@bellsouth.net)
                  P.O. Box 8505
                  246 South 8th Street
                  Gadsden, Al 35902
                  Tel: (256) 546-5591
                  Fax: (256) 546-6557

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Crane Works Inc.               Trade debt            $211,563
P.O. Box 11407
Birmingham, AL 35246

Siskin Steel & Supply Co.      Trade debt            $143,035
P.O. Box 933517
Atlanta, GA 31193-3517

Nes Rentals                    Trade debt            $117,786
P.O. Box 8500-1226
Philadelphia, PA 19178-1226
Tel: (888) 637-8008

Garrison Steel Fabricators,    Trade debt            $95,646
Inc.

Allied Crawford (Attalla),     Trade debt            $84,253
Inc.

Chapel Steel Co.               Trade debt            $67,688

United Bolt Co.                Trade debt            $67,038

NAMASCO                        Trade debt            $59,406

Browning Enterprise, Inc.      Trade debt            $52,656

Essex Crane Rental Corp.       Trade debt            $46,777

Macsteel Service Centers USA   Trade debt            $45,998

Alabama Welding Supply Co.     Trade debt            $45,535

Industrial Galvanizers         Trade debt            $44,323
Birmingham

American Business Finance, LLC Trade debt            $38,844

Chatham Steel Corp.            Trade debt            $36,504

IKG Industries                 Trade debt            $36,139

Tennessee Galvanizing, Inc.    Trade debt            $32,954

Ejcon Corp.                    Trade debt            $32,200

Sunbelt Rentals                Trade debt            $30,081

Morgan Trucking, LLC           Trade debt            $26,065


PFP HOLDINGS: Wants to Employ Odyssey Capital as Financial Advisor
------------------------------------------------------------------
P.F.P. Holdings Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Arizona to employ
Odyssey Capital Group LLC as financial advisor.

The Debtors relate that they have an ongoing and immediate need
for financial advisory, investment banking, and restructuring
services to assist them in preserving and maximizing value for
their estates and their creditors.

Odyssey Capital will:
  
   a) familiarize the Debtors' business, operations, properties,
      financial condition, secured and unsecured debt, and
      prospects of the Debtors;
                                                                                                                                                                                                                                                                                                                                                                  
   b) review and analyze the Debtors' business plans and financial
      projections prepared by the Debtors;
                                                                                                                                                                                                                                                                                                                   
   c) review and analyze the Debtors' liquidity position and
      assist the Debtors' management in identifying areas and
      means to improve and preserve the Debtors' liquidity;
                                                                                                                                 
   d) assist in the determination of a capital structure for the
      Debtors;

   e) assist in the determination of a range of values for the
      Debtors on a going concern basis;

   f) provide financial advice and assist the Debtors in
      developing and seeking approval of a restructuring plan in
      connection with a financial recapitalization or
      restructuring, sale transaction, or other transaction;

   g) advise the Debtors on the terms of new securities to be
      offered pursuant to any potential Plan;

   h) provide financial advice and assistance to the Debtors in
      any transaction constituting a sale;
             
   j) advise and assist the Debtors in evaluating potential
      financings involving the Debtors in connection with a
      transaction, including debtor-in-possession and exit
      financing, if the Debtors pursue a
restructuring;                                                                                                                                                                                                                                                               

   j) attend meetings of the Debtors' Board of Directors and its
      committees;

   k) provide testimony, as necessary, with respect to matters as
      to which Odyssey has been engaged to advise the Debtors in
      any proceeding before the
Court;                                                                                                                                                                            
   
   l) be available to all members of the Debtors' board of
      directors; either individually or in groups, to assist them
      regarding the services to be provided by Odyssey; and

   m) perform such other services relating to the restructuring of
      the Debtors or the potential sale of their assets as
      requested by the Debtors.

The Debtors tell the Court that they will pay a monthly financial
advisory fee of $70,000, payable on the first day of each month,
and a transaction fee of 1% of the amount of any transaction that
is consummated by the Debtors.  Of each monthly fee, $40,000 will
be credited against the completion fee at the closing of a
transaction.

The Debtors add that they will pay for all reasonable and
necessary expenses incurred in connection with this engagement.

The Debtors further relate that they paid approximately $180,000
to Odyssey for pre-petition services in connection with their
restructuring and related financial advisory services.

To the best of the Debtors' knowledge, Odyssey is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

PFP Holdings Inc., is a homebuilder based in Phoenix, Arizona.  
The company does business under names including Trend Homes and
Regency.  Documents 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.


PINNACLE ENT: Profile Growth Prompts Fitch to Hold 'B' ID Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Pinnacle Entertainment's Issuer Default
Rating and upgraded PNK's subordinated notes as:

  -- Issuer Default Rating affirmed at 'B';
  -- Bank facility affirmed at 'BB/RR1';
  -- Subordinated notes upgraded to 'BB-/RR2' from 'B-/RR5'.

The ratings apply to its $625 million bank credit facility and to
$795 million of subordinated notes. The Rating Outlook is Stable.

PNK's 'B' IDR reflects one of the most attractive growth profiles
in the industry with the potential to more than double EBITDA in
the next five years and meaningfully increase its diversification.  
The cost of that growth profile could mean more than $3 billion of
capital spending contributing to significant negative free cash
flow over that time.  With a large amount of that spending
expected to be funded by debt, PNK's credit metrics could
deteriorate during the build out, which is reflected in its
current IDR.  Pinnacle's IDR benefits from a demonstrated
willingness to issue equity to help fund its growth plans.  It
raised $732 million in net proceeds from four equity issues during
2004-2007.

Pinnacle's growth beyond its River City project is currently
constrained due to the state of the capital markets, which has
curtailed the company's ability to raise capital to fund much of
its development pipeline.  However, the development pipeline is
highly discretionary, so it has the ability to reduce project
capex significantly and stage projects in order to smooth out
development expenditures and give the company some financial
flexibility.  As a result, if the unfavorable capital markets
environment continues, Pinnacle can delay new project development
and potentially become free cash flow positive after opening River
City next year, although that may be an unlikely scenario.

The company's liquidity has become tighter while the capital
markets are currently unaccommodating.  But Pinnacle's current
credit metrics are solid for the rating category and it has
virtually no debt maturities until the credit revolver in 2010
while its first sub note doesn't mature until 2012.  Based on
Consolidated Adjusted EBITDA of $169.1 million in 2007, roughly
$841 million in long-term debt, and gross interest expense of
roughly $69 million as of Dec. 31, 2007, Pinnacle's leverage and
coverage was 5.0x and 2.5x, respectively.

As of February 29, 2008 PNK had $140 million drawn on its
$625 million credit revolver, but full access is limited due to a
$350 million senior debt limit covenant in one of its sub notes.  
Therefore, after about $20 million in letters of credit, Pinnacle
has roughly $190 million of availability on its revolver, which is
likely to be tapped over the next 12-18 months in order to
complete the $375 million River City project next year.  Pinnacle
has already spent roughly $50 million on the project.  In order to
fund the remaining cash capital expenditures of $300 million
($25 million is capitalized interest), Pinnacle will use the
$190 million in revolver availability, roughly $100 million in
surplus cash, cash from operations (roughly $150 million in 2007),
and hurricane insurance proceeds.  Pinnacle recently agreed to a
$36.75 million settlement with one of its insurance carriers,
which is expected to be paid in March.  Negotiations with two
other carriers are ongoing.

With the December 2007 opening of Lumiere Place in St. Louis,
Pinnacle entered a new market, increasing the diversification of
its cash flows.  PNK's three Louisiana properties accounted for
71% of the company's Adjusted Property EBITDA in 2007.  Fitch
estimates that Louisiana concentration can drop to the 60% range
in 2008 with a full year in St. Louis and could go to the 40%
range after the full build out of its current development
pipeline.

Pinnacle's 'B' IDR incorporates potential capital structure
changes due to its long-term development plans. However, the 'BB-
/RR2' subordinated debt rating and 'BB/RR1' bank debt rating
considers the recovery prospects on each class of debt based on
the capital structure as it stands now and are likely to be
revised when the capital structure changes.

Pinnacle's previous subordinated debt rating incorporated a high
probability of refinancing some of the subordinated debt class in
2008, thereby reducing the recovery prospects of the subordinated
debt class.  The 8.25% sub notes due 2012 and the 8.75% sub notes
due 2013 become callable in 2008 and have senior debt limit
covenants of $475 million and $350 million, respectively.  The
7.50% sub notes due 2015 have a $1.5 billion senior debt limit
covenant and are not callable until 2011.  Fitch continues to
believe that Pinnacle will significantly change the current
capital structure in order to fund its development plans once
capital markets become more accommodating.  However, the current
state of the capital markets significantly lowers the probability
of that occurring in the near-term.

It is likely that the capital restructuring will involve
renegotiating and expanding its credit facility, which could
significantly increase Pinnacle's senior debt availability and
degrade the position of the sub note holders.  (With the current
credit facility priced attractively at LIBOR+150, Pinnacle is
likely to be patient in seeking new terms.)

However, until that capital restructuring occurs, Fitch believes
the recovery prospects are strong for the sub note holders, which
is reflected in the 2-notch differential to 'BB-' from the IDR of
'B'. Fitch's recovery analysis for Pinnacle assumes $350 million
is drawn on the $625 million credit revolver, which is the limit
in the strictest sub debt indenture.  Since that is the only debt
that would have priority over the $795 million in sub notes, Fitch
estimates strong recovery value in the 71%-90% range, which
equates to an RR2 Recovery Rating and results in a 2-notch
positive differential from the IDR.

If Pinnacle increases its credit facility availability or
otherwise gains access to additional senior debt, Fitch will
revise the $350 million credit facility draw assumption in its
analysis, which would likely result in a downgrade of the sub note
rating.  Fitch will subsequently publish a detailed report on
Pinnacle's credit and recovery analysis.


PRB ENERGY: Plans to Continue Operations Amid Bankruptcy Filing
---------------------------------------------------------------
PRB Energy Inc. sought the protection of the U.S. Bankruptcy Court
by filing a Chapter 11 petition for reorganization.  The company
intends to continue to conduct business while it devotes
significant effort to resolve its liquidity problems,
recapitalize, and develop a reorganization plan.

PRB Energy also said it received notice from the American Stock
Exchange that it does not meet certain continued listing
standards, as set forth in section 1003 (a) (iv) of the AMEX
Company Guide, which could jeopardize the Company's continued
listing pursuant to Section 1009 of the AMEX Guide.  The AMEX
Guide requires, among other things, that an issuer has not
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has not become so impaired that it appears
questionable, in the option of the AMEX, as to whether the Company
will be able to continue operation and meet its obligations as
they mature.

The notice letter stated that the company must submit a plan to
the AMEX by March 14, 2008, advising the AMEX of the action that
it has taken, or that it will take, to bring the company into
compliance with all the continued listing standards of the AMEX
Guide by May 28, 2008.

            Settle Default Disputes with Senior Lenders

As reported in the Troubled Company Reporter on March 4, 2008,
PRB Energy was working with senior lenders that hold the
company's $15 million Senior Secured Debentures due Aug. 31, 2008.  
The Debtor intended to satisfy its future obligation and to settle
a dispute of whether any default has occurred and whether a
redemption has occurred, as asserted by the senior lenders.

The company, however, does not believe that a default under the
Debentures has occurred.  Given its negative working capital
position and the senior lenders' assertion that it is in default,
the company is exploring all of the strategic alternatives
available to it under applicable law, including filing for
bankruptcy protection.

                   Lenders Notice of Default

The TCR said on Feb. 29, 2008, that the company received written
notice from DKR Soundshore Oasis Holding Fund Ltd. and West Coast
Opportunity Fund LLC, the holders of the company's $15 million
Senior Secured Debentures due Aug. 31, 2008.

The notice claimed that the company defaulted by failing to honor
its obligations under a letter agreement dated June 15, 2007, with
the senior lenders relating to the proceeds from the company's
settlement agreement with Rocky Mountain Gas.  The notice also
claimed that the company failed to take all actions necessary to
maintain title to certain of the collateral securing its
obligations under the Debentures.

The notice also notified the company that as a remedy for the
alleged defaults, an automatic redemption by the company of the
Debentures has occurred.

                       About PRB Energy

Headquartered in Denver, PRB Energy, Inc., formerly PRB Gas
Transportation Inc., -- http://www.prbenergy.com/-- operates as  
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  They owe at
least $1 million each to four unsecured creditors.

                           *    *    *

As reported in the Troubled Company Reporter on Jan. 9, 2008,
after reporting a positive working capital of $13.71 million at
Dec. 31, 2006, PRB Energy, Inc. recorded a $35.39 million working
capital deficit at Sept. 30, 2007.


PROPEX INC: Committee Wants FTI Consulting as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Propex Inc. and
its debtor-affiliates seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to retain FTI
Consulting, Inc., as its financial advisors, effective as Jan. 31,
2008.

Stephen Cooke, chairperson of the Creditors Committee, relates
that they selected FTI because the firm has a lot of experience
in providing financial advisory services in restructurings and
reorganizations in large and complex Chapter 11 cases on behalf
of debtors and creditors throughout the United States.

Mr. Cooke points out FTI's services are necessary to enable the
Creditors Committee to assess and monitor the efforts of the
Debtors and their professional advisors to maximize the value of
their estates and to reorganize successfully.

As the Creditors Committee's financial advisors, FTI will:

   * assist the Creditors Committee in the review of financial
     related disclosures required by the Court, including the
     Schedules of Assets and Liabilities, the Statement of
     Financial Affairs and Monthly Operating Reports;

   * assist the Creditors Committee with information and analyses
     required pursuant to the Debtors' DIP financing;

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

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

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

   * review the financial information distributed by the Debtors
     to creditors and others;

   * attend meetings and assist in discussions with the Debtors,
     potential investors, banks, other secured lenders, the
     Creditors Committee and any other official committees
     organized in the Chapter 11 proceedings, the United States
     Trustee, other parties in interest;

   * review and prepare information and analysis necessary for
     the confirmation of a plan in these chapter 11 proceedings;

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

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

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

For its services, FTI will be paid:

   (1) a fixed monthly rate of $150,000 for the first three
       months of the bankruptcy cases;

   (2) $125,000 per month thereafter; plus

   (3) a completion fee payable of $1,000,000, at the option of
       the Creditors Committee, upon the occurrence of the
       effective date of a Chapter 11 Plan of Reorganization.

In addition, FTI will be reimbursed for actual and necessary
expenses it has incurred or will incur, including any legal fees
related to the firm's retention and defense of fee applications
in the Debtors' cases.

Steven Simms, Esq., a partner at FTI, assures the Court that his
firm is a "disinterested person," as the term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

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


REAL MEX: Moody's Junk Corp. Family Rating on Liquidity Concerns
----------------------------------------------------------------
Moody's Investors Service downgraded Real Mex Restaurants, Inc.'s
Corporate Family Rating to Caa1 from B3 and the $105 million
senior secured notes to B1 from Ba3.  Its Speculative Grade
Liquidity rating remains SGL-4 and the rating outlook stays
negative.

The downgrade of the Corporate Family Rating to Caa1 reflects
Moody's belief that on a run-rate basis Real Mex's credit metrics
are more indicative of a Caa rating and will likely remain weak
over an extended period, driven by its expected sub-par operating
performance over the next twelve to eighteen months.  Moody's
expects the challenging operating environment experienced by the
company in 2007, such as mounting cost pressures as well as soft
guest traffic patterns, will likely persist.  

The action also reflects Moody's concern about the company's
liquidity as it approaches a potential covenant violation.  Absent
a substantial improvement in its cash flow generation and/or a
restructuring of its debt load, Moody's expects that the company
will face significant challenges in meeting its financial
covenants under various existing credit agreements throughout the
next twelve months.

"Real Mex's leverage is inherently high post its 2006
recapitalization and could become higher if its cash flow were to
deteriorate further as it's going through a difficult time," said
Moody's analyst, John Zhao.  "A potential restructure of its
balance sheet is likely in the intermediate term per our view, in
which case the ratings could be revisited."

The negative outlook encompasses the ongoing challenges in the
current operating environment and Real Mex's limited prospects for
a near-term rebound in performance.  The outlook also reflects
concern regarding the company's liquidity position as well as
uncertainty surrounding its capital structure.

The SGL-4 continues to reflect the company's weak liquidity
profile, highlighted by Moody's anticipation of continued weak
free cash flow and very tight cushion, if at all, under its
financial covenants and its senior secured and unsecured bank
credit agreements as well as the company's limited access to its
revolving credit facility.  Moody's notes, that the company's
ability to remain in compliance with its financial covenants over
the next twelve months is uncertain.  The continued weak operating
performance may force the company to seek a waiver or amendment
from its lenders to avoid a covenant breach.

Ratings downgraded with a negative outlook:

Real Mex Restaurants, Inc.

  -- Corporate Family Rating to Caa1 from B3

  -- Probability of Default Rating to Caa1 from B3

  -- $105 million senior secured notes to B1 (LG2-15%) from Ba3
     (LGD2-14%)

Real Mex Restaurants, Inc., headquartered in Cypress, California,
is a leading Mexican-themed restaurant chain operator that owns,
operates and franchises casual dining restaurants primarily under
the El Torito, Chevys Fresh Mex and Acapulco Mexican Restaurant
concepts.  At Sept. 30, 2007, Real Mex operated 188 restaurants of
which 156 were located in California and the remainder were
located in 12 other states.  Total revenues for twelve months
ending Sept. 30, 2007 were approximately $571 million.


REGAL ENT: Prices Debt Offering of $190 Mil. Convertible Sr. Notes
------------------------------------------------------------------
Regal Entertainment Group disclosed the pricing of its offering of
$190 million aggregate principal amount of convertible senior
notes due 2011 to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933.

The notes that will bear interest at a rate of 6.25% per annum,
will initially be convertible into Regal's class A common stock at
a conversion price of $23.03 per share and will rank on parity
with all of its other existing and future senior indebtedness.    
The initial conversion price represents an 18% percent premium
over the last reported sale price of Regal's class A common stock
on March 4, 2008, which was $19.52 per share.

On or after Dec. 15, 2010, the notes are convertible at any time
before the maturity date.  The notes are convertible prior to
Dec. 15, 2010 only if:

(1) during any calendar quarter after June 30, 2008 if the last
    reported sale price of Regal's class A common stock for at  
    least 20 trading days in a period of 30 consecutive trading
    days ending on the last trading day of the preceding calendar
    quarter is more than 130% of the conversion price,

(2) during the five consecutive business-day period after any ten
    consecutive trading-day period in which the trading price per
    $1,000 principal amount of notes was less than 95% of the
    product of the last reported sale price per share of class A
    common stock and the conversion rate for each day of the ten
    trading-day measurement period, or

(3) during specified periods if specified distributions to holders
    of the company's common stock are made or specified corporate
    transactions occur.

Regal has also granted the initial purchasers of the notes a
13-day option to purchase up to an additional $20 million
principal amount of the notes.  The sale of the notes is expected
to close on March 10, 2008.
     
Regal estimates that the net proceeds from this offering will be
approximately $184.2 million after deducting estimated discounts
and expenses.  Regal intends to use approximately $6.3 million of
the net proceeds of the offering to pay the net cost of
convertible note hedge and warrant transactions.  Regal intends to
use the remaining net proceeds from the offering for general
corporate purposes, which Regal expects will include the
repurchase of all or a portion of its outstanding 3 3/4%
convertible senior notes due 2008 or the repayment of the
principal amount of those notes at maturity.  Regal may acquire
the 3 3/4% notes through open market purchases, privately
negotiated transactions or conversions.

In connection with the offering, Regal intends to enter into a
convertible note hedge transaction with an affiliate of one of the
initial purchasers.  Regal also intends to sell warrants to the
option counterparty.  The convertible note hedge transaction is
intended to reduce potential dilution with respect to Regal's
class A common stock upon conversion of the notes.  However, the
warrant transaction could have a dilutive effect on Regal's
earnings per share to the extent that the price of its class A
common stock exceeds the strike price of the warrants.  The
warrant transaction will be accounted for as an adjustment to
shareholders' equity.

Regal expects that holders of its 3 3/4% notes from whom Regal may
repurchase such notes may have outstanding short hedge positions
in Regal's class A common stock relating to the 3 3/4% notes.    
Upon repurchase, Regal expects that such holders will unwind or
offset those hedge positions by purchasing class A common stock in
secondary market transactions, including purchases in the open
market, or entering into various derivative transactions with
respect to the class A common stock at the time of the pricing of
the notes offered in the private placement.  These activities
could have the effect of increasing, or preventing a decline in,
the price of the class A common stock concurrently with or shortly
after the pricing of the notes in the private placement offering.

                     About Regal Entertainment

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE:RGC) -- http://www.regalentertainmentgroup-- is the parent  
company of Regal Entertainment Holdings Inc., which is the parent
company of Regal Cinemas Corporation and its subsidiaries.  The
company operates theatre circuit in the United States, consisting
of 6,388 screens in 527 theatres in 39 states and the District of
Columbia, as of Dec. 27, 2007, with over 242 million annual
attendees during the fiscal year ended Dec. 27, 2007.  Regal
operates multi-screen theatres and has an average of 12.1 screens
per location.  It develops, acquires and operates multi-screen
theatres primarily in mid-sized metropolitan markets and suburban
growth areas of larger metropolitan markets throughout the United
States.


REGAL ENT: S&P Changes Outlook to Stable; Maintains 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on Regal
Entertainment Group, including the 'BB-' corporate credit rating,
and revised the outlook to stable from negative.  S&P analyzes
parent holding company Regal Entertainment Group and its
subsidiary, Regal Cinemas Corp., on a consolidated basis.
      
"The outlook revision is based on modestly positive financial
policy trends that help alleviate our previous concerns about
debt-financed shareholder-friendly actions," explained Standard &
Poor's credit analyst Tulip Lim.
     
Lease-adjusted leverage has trended slightly downward over the
last three years.  S&P took this action despite the company's
announcement two days ago that it intends to offer $190 million to
$210 million of convertible senior notes, which S&P views as
broadly neutral for credit metrics.  Proceeds of these notes are
likely to be used to purchase existing convertible notes or repay
them at maturity, and could be used to settle any conversion of
the notes.  
     
The rating reflects the mature nature of the U.S. movie exhibition
industry amid expanding entertainment choices.  The ratings also
reflect the company's exposure to the fluctuating popularity of
Hollywood films, relatively high leverage, and somewhat aggressive
financial policies.  Longer term, S&P is concerned that the
proliferation of competing entertainment alternatives and
shortening periods between theatrical release and home video and
video-on-demand release will pressure movie attendance in the U.S.   
The company's geographically diverse and high-quality U.S. theater
circuit, good profit margins, and positive discretionary cash flow
partially mitigate these concerns.


ROCK-TENN CO: Expands Business with Southern Container Buyout
-------------------------------------------------------------
Rock-Tenn Company completed its acquisition of Southern Container
Corp.  With the acquisition, Rock-Tenn related that it became the
eighth largest manufacturer of containerboard in North America,
and continued as one of America's leading manufacturers of
bleached and recycled paperboard with annual capacity of
approximately 2.3 million tons of paperboard and containerboard,
pro forma annual revenues of $2.9 billion and Pro Forma Adjusted
EBITDA of $440 million for the 12 months ended Dec. 31, 2007.

"With the acquisition of Southern Container we have completed
another major step toward making Rock-Tenn the most respected and
profitable integrated paperboard and packaging company in North
America," James Rubright, Rock-Tenn chairman and chief executive
officer, said.  "We believe our very low cost mills and converting
plants and reputation for exceptional product quality and service
just got better with the acquisition of Southern Container."

Rock-Tenn financed the acquisition with $1.4 billion in new
financing, including $1.2 billion of new senior secured credit
facilities and $200 million of 9.25% senior notes due 2016.  Due
to demand for the company's bank credit facilities, the company
was able to increase the size of the senior secured credit
facilities from $1.0 billion to $1.2 billion, and reduce the size
of the senior notes offering from $400 million to $200 million,
which based on current market rates results in a reduction of
annual interest expense of approximately $7.5 million per year.

Wachovia Bank N.A., Bank of America and SunTrust Bank and certain
affiliates of each arranged the syndication of the $1.2 billion
senior secured credit facilities.  Wachovia Capital Markets LLC
acted as financial advisor to Rock-Tenn on the transaction.

Rock-Tenn disclosed that based on the pro forma combination of the
12 months ended Dec. 31, 2007, results for Rock-Tenn and the
unaudited 52 weeks ended Dec. 29, 2007, results for Southern
Container and preliminary purchase price allocation, pro forma
combined net income and pro forma diluted income per share of
combined Rock-Tenn was $95.2 million and $2.42 per share, and Pro
Forma Adjusted EBITDA was $440.2 million, in each case higher than
the $90.3 million, $2.29 per share and $429.6 million, for the 12
months ended Sept. 30, 2007.

The pro forma net income per share of $2.42 for the combined Rock-
Tenn for the 12 months ended Dec. 31, 2007, was $0.28 per share
higher than Rock-Tenn's reported net income per share of $2.14 per
share for the 12 months ended Dec. 31, 2007.

                  About Southern Container Corp.

Headquartered in Hauppauge, New York. Southern Container Corp. --
http://www.southern-container.com/-- is an independent  
manufacturer of corrugated boxes.  The company designs and
produces shipping containers, point-of-purchase displays, and
other containers used by the food, beverage, cosmetic, and
pharmaceutical industries, among others.  It also provides related
printing and graphic services.

                     About Rock-Tenn Company
  
Headquartered in Norcross, Georgia, Rock-Tenn Company (NYSE:RKT) -
http://www.rocktenn.com/-- manufactures packaging products,    
paperboard and merchandising displays.  The company has annual net
sales of approximately $2.3 billion and operating locations in the
United States, Canada, Mexico, Chile and Argentina.  The company
operates in four segments: packaging products, paperboard,
merchandising displays, and corrugated packaging.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 26, 2008,
Standard & Poor's Ratings Services said that ratings on Rock-Tenn
Co. (BB+/Negative/--) are unaffected by the company's statement
that it has increased the commitment under its term loan A by
$200 million.  


RYLAND GROUP: Accused by Regulator of Dubious Lending Practices
---------------------------------------------------------------
The Ryland Group Inc.'s mortgage unit is under scrutiny for
questionable lending practices, Michael Corkery of The Wall Street
Journal reports.

Among others, the office of North Carolina banking commissioner
accused Ryland Mortgage of employing unlicensed loan officers and
charging exorbitant fees to homeowners, says WSJ.

Ryland, according to WSJ, said that it will not admit wrongdoing.  
However the lender said that to avoid litigation in the future, it
is willing to refund $250 to each of around 800 homeowners, and
pay a $161,000 fine.  "We do not believe that any North Carolina
homebuyers were harmed or overcharged," WSJ quotes Ryland
representative Marya Barlow as saying.

Examiners averred that Ryland Mortgage charged excessive closing
fees to recover the costs of discounts, banking commissioner Mark
Pearce told WSJ.  "My question is, did the borrower get a true
discount in that transaction. . . . [I]t doesn't sound like much
of a discount to me."

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's  
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service lowered the ratings of The Ryland Group,
Inc., including its corporate family rating and the ratings on the
various issues of senior unsecured notes to Ba1 from Baa3.  The
ratings were taken off review for downgrade where they had been
placed on Oct. 31, 2007, and the outlook is negative.


S&A CORP: Court Approves Hiring of Orson Woodall as Legal Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Georgia authorized S. & A. Corporation of Clinton, doing business
as Howard Johnson Express, to employ Orson Woodall, as bankruptcy
counsel.

The Debtor selected Mr. Woodall because of his considerable
experience in bankruptcy related matters.

The Debtor hired Mr. Woodall's firm under a general retainer.  The
Debtor expects Mr. Woodall to provide extensive legal services.

The Debtor has paid Mr. Woodall $1,000 for services rendered pre-
bankruptcy, and a $4,961 retainer has been paid to the counsel's
escrow account.

Mr. Woodall will bill at $250 an hour.

Mr. Woodall attests that he does not represent any adverse
interest to the estate.

Valdosta, Georgia-based S. and A. Corporation of Clinton, doing
business as Howard Johnson Express, sought chapter 11 bankruptcy
protection February 4, 2008, before the U.S. Bankruptcy Court for
the Middle District of Georgia (Valdosta) (Case No.: 08-70147).  
The Debtor reported $1 million to $100 million in estimated assets
and debts when it filed for bankruptcy.


S&A CORP: Sec. 341 Meeting of Creditors Set for March 13
--------------------------------------------------------
The United States Trustee for the Middle District of Georgia will
convene a meeting of creditors of S. & A. Corporation of Clinton,
doing business as Howard Johnson Express, on March 13, 2008, at
11:00 a.m.

The meeting will be held at Room 257, U.S. Courthouse and Post
Office, North Patterson Street, in Valdosta, Georgia.

This is the first meeting of creditors required under Sec. 341 of
the Bankruptcy Code.  A representative of the Debtor will required
to attend to be questioned under oath.

Creditors are welcome to attend, but are not required to do so.  
The meeting may be continued and concluded at a later date
without further notice.

Valdosta, Georgia-based S. and A. Corporation of Clinton, doing
business as Howard Johnson Express, sought chapter 11 bankruptcy
protection February 4, 2008, before the U.S. Bankruptcy Court for
the Middle District of Georgia (Valdosta) (Case No.: 08-70147).  
The Debtor reported $1 million to $100 million in estimated assets
and debts when it filed for bankruptcy.


S&A CORP: General Claims Bar Date Set for June 11
-------------------------------------------------
Creditors of S. & A. Corporation of Clinton, doing business as
Howard Johnson Express, have until June 11, 2008, to file proofs
of claim against or proofs of interest in the bankruptcy estate,
according to a notice filed on Official Form 9F filed in the
Debtor's case.

Governmental units, however, have until Aug. 4 to file proofs of
claim.

The proof of claim must be received by the bankruptcy clerk's
office:

   William E. Tanner
   Clerk of the Bankruptcy Court
   901 Front Avenue
   P.O. Box 2147
   Columbus, GA 31902
   Telephone number (706) 6497837

Valdosta, Georgia-based S. and A. Corporation of Clinton, doing
business as Howard Johnson Express, sought chapter 11 bankruptcy
protection February 4, 2008, before the U.S. Bankruptcy Court for
the Middle District of Georgia (Valdosta) (Case No.: 08-70147).  
The Debtor reported $1 million to $100 million in estimated assets
and debts when it filed for bankruptcy.


SHARPER IMAGE: Landlords Object to $60M DIP Financing Motion
------------------------------------------------------------
Several parties lodged objections to the US$60,000,000 debtor-in-
possession financing Sharper Image Corp. obtained from Wells Fargo
Retail Finance, LLC, as the arranger and administrative agent for
the DIP Lenders.

As reported in the Troubled Company Reporter on Feb. 28, 2008, the
proceeds of the DIP Facility, net of any amounts used to pay fees,
costs and expenses under the DIP Credit Agreement, will be used,
solely for:

   (a) working capital and general corporate purposes,

   (b) payment of costs of administration of the Case,

   (c) all prepetition letters of credit issued under the
       Prepetition Financing Agreements will be deemed issued
       under the DIP Credit Agreement, and

   (d) payment in full of the Prepetition Debt.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/SIDIPFinancingPact.pdf

The Debtor and Wells Fargo have agreed on a budget projecting
cash flow for 13 weeks.  On a weekly basis, the Debtor will
provide to Wells Fargo an updated budget.  The Debtor believes
that the Budget is achievable and will allow it to operate and
pay its postpetition obligations as they mature.

A full-text copy of the 13-week budget is available for free at

          http://bankrupt.com/misc/SI13WeekBudget.pdf

The U.S. Bankruptcy Court in Delaware has authorized the Debtor to
borrow up to US$35,000,000 pursuant to the terms of the DIP
Financing Agreement, pending a final hearing.

                            Objections

(A) EklecCo, Taubman, Westfield and Greenway

Pursuant to the DIP financing agreement, the Debtor intends to
grant Wells Fargo Retail Finance a security interest in the real
property leased by the Debtor in EklecCo Newco, L.L.C.'s Palisades
Center, in West Nyack, New York.

Susan E. Kaufman, Esq., at Heiman, Gouge & Kaufman, LLP, in
Wilmington, Delaware, relates that the Debtor cites no authority,
and EklecCo believes no authority exists, for the proposed pledge
of the Debtor's state law contractual rights.  Therefore, Wells
Fargo, as lender, has no right to enter into and occupy the
Premises.  Moreover, any proposed grant of a security interest in
the Lease is essentially a de facto assignment of the Lease given
the broad remedies granted to the Lender should there be a
default.

EklecCo and the Debtor are parties to the Lease, whereby the
Lender is not, Ms. Kaufman notes.  The Debtor is essentially
asking the Court to create landlord and tenant relationship
between non-debtor parties.

"Any final order on the Financing Motion should prohibit the
Lender from entering and using the Premises absent the express
written consent of the Objecting Landlord or further court
order," Ms. Kaufman adds.

Accordingly, EklecCo asks the Court that any final order granting
the Debtor's proposed DIP financing be modified pursuant to the
terms of EklecCo's objection, or otherwise deny it in its
entirety.

The Taubman Landlords, by their counsel, Andrew S. Conway, Esq.,
joins EklecCo in objecting to the Debtor's proposed DIP financing
for the same reasons disclosed.

Westfield, LLC, and certain of its affiliates, and Greenway
Center, LLC, a landlord of the Debtor for a retail store space at
a shopping center in Middleton, Wisconsin joins EklecCo's
objection.  The Debtor is a tenant with regard to 10 unexpired
leases of nonresidential real properties owned by the Westfield
landlords.

The Westfield Landlords are:

Landlord                                 Location
--------                                 --------
Annapolis Mall Limited Partnership       Annapolis, Maryland
Citrus Park Venture Limited Partnership  Tampa, Florida
Westland Garden State Plaza Ltd. Partn.  Paramus, New Jersey
Hawthorn, L.P                            Vernon Hills, Illinois
Horton Plaza LP                          San Diego, California
Mainplace Shoppingtown LLC               Santa Ana, California
Montgomery Mall LLC                      Bethesda, Maryland
Old Orchard Urban Limited Partnership    Skokie, Illinois
Santa Anita Shoppingtown LP              Arcadia, California
V F Mall LLC                             Santa Clara, California

(B) The Macerich Company, et al.

The Macerich Company, RREEF Management Company, Cousin Properties
Incorporated, and The Forbes Company are the lessors under 16
leases of nonresidential real property with the Debtor for retail
sales space in shopping centers located in Arizona, California,
Colorado, Connecticut, Florida, Georgia, Michigan, Minnesota, New
Jersey, and Oregon.

Pursuant to the terms of the Interim DIP order, and as stated on
the record at the February 20, 2008 hearing on the Debtor's first
day motions, the final order on the Debtor's proposed DIP
financing should also reflect that the DIP liens extend only to
the proceeds of the leases, if ever a lien on the Leases is
prohibited by applicable non-bankruptcy law, or the terms of the
Leases themselves, Leslie C. Heilman, Esq., at Ballard Spahr
Andrews & Ingersoll, LLP, in Wilmington, Delaware, states.

Given the fact that the Landlords' shopping centers effectively
house a substantial portion of retail -- the inventory subject to
the DIP Liens -- neither the DIP secured parties nor their agents
should be allowed to use or occupy any portion of the Premises as
part of exercising their rights under the prepetition financing
agreement or the DIP Financing Agreements without a Court order,
after notice to the Landlords, and a hearing, Ms.  Heilman
relates.

Accordingly, Macerich, et al. ask the Court to deny the Debtor's
proposed DIP financing unless the protections requested are
incorporated into the final form of order.  In addition,
Macerich, et al. also join in the objections of other real
properly lessors.

(C) BP 111

BP 111 Huntington Avenue LLC leases non-residential real property
to the Debtor within the shopping center known as The Shoppes at
the Prudential Center pursuant to a lease agreement dated
February 26, 2003.  BP 111 and the Debtor are also parties to two
agreements for use and occupancy of storage space dated October
23, 2006 and November 19, 2007.  The Debtor has not assumed or
rejected the Lease or the Storage Agreements as of February 29,
2008.

William D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, in
Wilmington, Delaware, states that the Debtor could not simply
assume the Lease and the Storage Agreements and then assign them
to third parties without first going before the Court and proving
that it had provided BP 111 with the adequate assurance of future
performance.
                                                                                
"Whether or not the Debtor is in default of its obligations under
the DIP Financing Agreement, in order for any third parties to
obtain any rights in the Lease, the Debtor must appear before the
Court and demonstrate that it has provided the Landlord with
adequate assurances," Mr. Sullivan said.

Mr. Sullivan notes that if an event of default occurs and the DIP
lenders exercise their rights and remedies under the DIP
financing agreement, then the DIP Lenders must timely comply with
all of the Lease obligations until the date the Lease is assumed
or rejected.

Mr. Sullivan relates that BP 111's Lease prohibit the Debtor from
granting a lien on its leasehold interest.  Therefore, BP 111
reserves the right to enforce the prohibition in the Lease.

Accordingly, BP 111 asks the Court that any final order
authorizing the DIP Financing Agreement should prohibit the lien
notwithstanding the terms of the DIP Financing Agreement.  BP 111
also joins the objections filed by the Debtor's other landlords.

(D) Stopen

Stopen, LLC and the Debtor are parties to a lease of non-
residential real property for a unit in a shopping center known
as The Avenue of the Peninsula located in Rolling Hills Estates,
California.

In light of the Debtor's DIP motion, Jeffrey C. Wisler, Esq., at
Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware, states
that the Debtor has no right to place a lien on Stopen's Lease.  
Furthermore, the Avenue of the Peninsula's own financing
prohibits Stopen from allowing any liens to be placed upon the
Lease.  "If any lien is placed, the Center's lender could demand
that the lien be immediately paid and discharged," Mr. Wisler
said.

Mr. Wisler relates that granting a lien on the leasehold
interests may result in a de facto assignment of the Lease to the
DIP Lenders upon an occurrence of default under the DIP financing
agreement.

Additionally, section 9.1(j) of the DIP Financing Agreement
provides that the DIP Lenders may sell the borrower collateral at
either a public or private sale, or both, by way of one or more
contracts or transactions, for cash or on terms, in a manner and
at places as the agent determines is commercially reasonable.

The Court cannot permit a lien that would authorize the DIP
Lenders to become the assignee of, or foreclose upon, the Lease
or the Debtor's leasehold interests in the Lease, Mr. Wisler
points out.

At most, the Court may permit the Debtor to grant the DIP Lenders
liens upon the proceeds of the Debtor's leasehold interests, but
only in a manner that assures landlords the protections of
Section 365 of the Bankruptcy Code.

Accordingly, Stopen asks the Court to deny the DIP Motion unless
it is modified to eliminate any right of the Debtor to grant any
lien on, or security interest in, the Lease.

(E) Kravco and UBS Realty

Kravco Simon Company and UBS Realty Investors, LLC, as agent for
Century Square Limited Partnership, are the owners or agents for
the owners of two shopping centers in which the Debtor operates
retail stores.

David L. Pollack, Esq., at Ballard Spahr Andrews & Ingersoll,
LLP, in Philadelphia, Pennsylvania, states that Kravco's and
UBS's leases prohibit the Debtor from assigning, transferring,
mortgaging or otherwise encumbering the Leases.

While Kravco and UBS do not object to the granting of a lien on
and security interest in the proceeds of the sale or other
disposition of their Leases, they do object to any attempt to
grant a security interest in, mortgage or otherwise hypothecate
the Leases, contrary to the provisions.

Kravco and UBS further object to any use of their leaseholds
except as provided in the Leases or pursuant to a further order
of the Court.  Moreover, no liens whatsoever should be granted on
Kravco's and UBS's Leases.

In addition to the strict prohibition in most leases against the
granting of liens on the leasehold interests, one or both of the
subject properties may be encumbered by mortgages which
specifically prohibit the landlord from allowing any encumbrances
to be granted upon the various tenant leases.

Mr. Pollack relates that neither the Debtor nor the lenders have
cited any authority which would allow the Court to override the
prohibitions in the leases against granting liens -- for the
simple reason that no authority exists.  Kravco and UBS are
entitled to have the prohibitions in their Leases fully enforced
by the Court.

Kravco and UBS, hence, ask the Court to deny the DIP Motion
unless it is modified.

(F) Inland

Inland Southwest Management, LLC is the managing agent for Town
Square Ventures, L.P. and the premises located in Southlake Town
Square in Southlake, Texas, that Town Square leases to the
Debtor.

Christina M. Thompson, Esq., at Connolly Bove Lodge & Hutz LLP,
in Wilmington, Delaware, states that Inland objects to the
granting of any lien by the Debtor on the Lease as requested in
the DIP motion.

The Premises are subject to a mortgage and other financial
agreements, which may prohibit Inland from allowing any liens,
including prepetition replacement liens, to be placed upon the
Premises and the Lease, Ms.  Thompson relates.  "The Debtor
should not be able to grant any liens on the leaseholds to the
detriment of Inland and its mortgagees, especially if the liens
would supersede any existing mortgage liens granted by Inland to
its mortgagees or other parties,"  Ms. Thompson said.

Although the interim DIP order provides that the DIP Lenders only
receive a lien on leases of real property to the extent not
prohibited by applicable non-bankruptcy law or by the express
terms of a lease, this exception is not sufficient because it
permits the Debtor and the DIP Lenders to decide whether the
Lease or applicable law prohibit the granting of a lien, Ms.
Thompson explains.

Instead, the Court should permit the Debtor to grant liens only
upon the proceeds of the Debtor's leasehold interests, Ms.  
Thompson notes.  Moreover, the Debtor has failed to present any
facts or evidence that suggests why, precisely, a lien upon the
proceeds of the Debtor's leasehold interests is not sufficient in
this case.

If a lien on the Lease is permitted, a de facto assignment of the
Lease will result upon an occurrence of default under DIP
Agreement.  The Lease expressly prohibits any assignment of the
Lease without Inland's prior consent.

Ms. Thompson further asserts that any foreclosure by the DIP
Lenders on the leasehold interests would circumvent the express
requirements for assumption and assignment of the Lease.

Ms. Thompson argues that the Debtor has cited no authority for
circumventing the protections that are afforded to landlords by
Section 365 of the Bankruptcy Code and the heightened
requirements contained therein with respect to assignments of
shopping center leases in order to benefit the Debtor's lenders.

Accordingly, any final Court order that would permit a lien on
the Debtor's leasehold interest (i) must expressly prohibit the
DIP Lenders from entering and occupying the Premises, (ii) must
expressly require the DIP Lenders to comply with all provisions
of the Lease including, but not limited to, the full and timely
payment of rent, and (iii) must expressly require that the DIP
Lenders comply with all provisions of the Bankruptcy Code
pertaining to, among other things, the assignment of the Lease.

(G) Chagrin

Chagrin Retail, LLC, leases non-residential real property to the
Debtor within Eton Chagrin Boulevard, Woodmere Village, Ohio.

Tiiara N. A. Patton, Esq., at Calfee, Halter & Griswold LLP, in
Cleveland, Ohio, relates that Chagrin opposes the relief
requested in the DIP Motion because it appears that the Lender is
to be granted a security interest in the Lease pursuant to the
DIP Financing Agreements.

Ms. Patton states that the Debtor cites no authority for the
proposed pledge of the Debtor's state law contractual rights.  
Therefore, the Lender has no right to enter and occupy the
Premises.

Moreover, any proposed grant of a security interest in the Lease
is essentially a de facto assignment of the Lease given the broad
remedies granted to the lender should there be a default.  
Section 365(b)(3) of the Bankruptcy Code requires that assumption
or assignment of a lease be subject to all the provisions of a
lease.

Ms. Patton further states that the Lease Agreement does not
permit the Debtor's pledge of its leasehold interest or
assignment of the interest without the Chagrin's consent.  
Chagrin and the Debtor are parties to the Lease, whereby the
Lender is not.  The Debtor is essentially asking the Court to
create landlord and tenant relationship between non-debtor
parties, Ms. Patton relates.

(H) Texas Tax Authorities

The local Texas tax authorities in Bexar County, Cypress-
Fairbanks ISD, Dallas County, Fort Bend County, Harris County,
Montgomery County, Sugar Land, and Tarrant County, have filed
secured claims aggregating $119,000 against the Debtor for unpaid
2007 and 2008 ad valorem property taxes.  The claims of the Local
Texas Tax Authorities are secured by first priority liens on the
Debtor's personal property.

Elizabeth Weller, Esq., at Linebarger Goggan Blair & Sampson,
LLP, in Dallas, Texas, states that the tax lien takes priority
over the claim of any holder of a lien on property encumbered by
the tax lien, whether or not the debt or lien existed before the
attachment of the tax lien.
                                                                 
"The Tax Authorities liens should not be subordinated or primed,
and their liens being senior to those of the prepetition and DIP
lenders, the Tax Authorities claims should be paid in full prior
to any proceeds being released to other parties," Ms. Weller
says.

The Local Texas Tax Authorities ask the Court to deny the
Debtor's DIP Motion until appropriate provisions are included to
adequately protect the priority of the liens of the Local Texas
Tax Authorities and their interest in the proceeds from the sale
of their collateral.

        General Growth et al. Files Reservation of Rights

General Growth Properties, Inc., Developers Diversified Realty
Corp., Turnberry Associates, and Weingarten Realty Investors have
informally raised with the Debtor various related issues, and
worked with the Debtor on certain language to incorporate
clarifications from the first day hearing into the final DIP
order and resolve any other issues.

Robert R. LeHane, Esq., at Kelley Drye & Warren LLP, in New York,
relates that General Growth et al. believe their concerns have
been substantially resolved and that the parties will reach
agreement on consensual language for the final DIP order.
However, they have not received confirmation that the Debtor and
Lenders have agreed to all of their proposed language prior to
their objection deadline.

Out of an abundance of caution, General Growth et al. reserve
their rights to be heard at the final hearing in connection with
the DIP Motion in the event that the parties are unable to reach
agreement on consensual language for the final DIP order.

                     About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty     
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of$251,500,000 and total
debts of $199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).  


SHARPER IMAGE: Wants to Employ Conway Del Genio as Managers
-----------------------------------------------------------
Sharper Image Corp. seeks the authority of the United States
Bankruptcy Court for the District of Delaware to employ Conway,
Del Genio, Gries & Co., LLC to provide restructuring management
services.  The Debtor also seeks to employ Robert P. Conway as its
chief executive officer, as of the Petition Date, pursuant to a
letter agreement dated February 12, 2008.

The Debtor's proposed counsel, Steven K. Kortanek, Esq., at
Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
relates that the Debtor selected CDG and Mr. Conway because of
their vast experience in providing restructuring management
services to financially troubled organizations.

Moreover, the Debtor believes that the restructuring management
services provided by CDG and the appointment of Mr. Conway as CEO
are necessary to enable the Debtor to maximize the value of its
estate and enhance its ability to successfully reorganize and are
therefore in the best interests of its estate.

Mr. Kortanek states that CDG will manage all aspects of the
Debtor's Chapter 11 case leading to a possible refinancing,
restructuring, or modification of any or all of the Debtor's
existing debt, other obligations, or equity.  In addition, CDG
will manage the Debtor's day-to-day operations including business
strategy, supplier relationships, expansion or contraction of the
retail footprint, and all employee related matters.

As the Debtor's restructuring managers, CDG will:

   * gather and analyze data, interview appropriate management
     and evaluate the Debtor's existing financial forecasts and
     budgets to determine the extent of the Debtor's financial
     challenges;

   * review the Debtor's current liquidity forecast and assist
     management in modifying and updating the forecasts based
     upon current information, CDG's observations and other
     information as it becomes available;

   * assist the Debtor in the development of a business plan,
     which would be shared with creditors, partners, and
     investors in discussions concerning a potential
     restructuring of some or all of the Debtor's current
     indebtedness, obligations or liabilities;

   * provide financial advice and assistance to the Debtor in
     structuring and effecting a financing, identify potential
     lenders and, at the Debtor's request, contact lenders;

   * assist the Debtor in developing and preparing evaluation
     materials for potential lenders;

   * lead negotiations with potential lenders;

   * assist the Debtor in the preparation, design, and
     presentation of a formal Restructuring proposal to accompany
     the business plan;

   * provide financial advice and assistance to the Debtor in
     structuring any new securities to be issued under the
     proposal;

   * lead negotiations with entities or groups affected by the
     proposal;

   * make CDG personnel available to serve as officers of the
     Debtor;

   * participate in the Debtor's board meetings as appropriate,
     and provide periodic status reports and advice with respect
     to the presentation of any proposals; and

   * perform other services and analyses relating to the
     restructuring effort.

As chief executive officer, Mr. Conway and other CDG personnel
made available to serve as officers of the Debtor will be
responsible for day-to-day executive management and operational
issues of the Debtor, including but not limited to:

   * addressing any and all operational issues as they arise;

   * managing all supplier relationships;

   * implementing operational changes including store openings
     and closings;

   * managing inventory purchasing and the supply of merchandise
     to the Debtor's stores;

   * addressing promotional and advertising strategies and
     determining the appropriate strategy for the Debtor's
     business going forward;

   * implementing any necessary supply chain changes; and

   * addressing all employee related matters.

CDG will be paid $150,000 monthly.  Also, CDG will be reimbursed
monthly for its reasonable out-of-pocket expenses.

If the Debtor is restructured or its debt refinanced, or if a
substantial portion of its stock or assets are sold, CDG will
receive, without duplication a fee equal to 1% of the amount of
the obligation restructured, the new debt raised in the
financing, and the consideration received in the sale.

CDG is entitled to indemnity.  However, CDG will not be entitled
to indemnification, other than to the fullest extent that the CDG
employees and principals serving the Debtor as officers may be
entitled under the Bylaws of the Debtor and applicable law.  CDG
employees serving the Debtor will also be entitled to coverage
under the Debtor's D & 0 insurance policies.

Robert P. Conway Esq., a partner at CDG, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Wants to Employ Weil Gotshal as Lead Counsel
-----------------------------------------------------------
Sharper Image Corp. seeks the authority of the United States
Bankruptcy Court for the District of Delaware to employ Weil,
Gotshal & Manges LLP as its attorneys to perform the extensive
legal services that will be necessary during the Debtor's Chapter
11 case.

According to Rebecca L. Roedell, executive vice president and
chief financial officer of Sharper Image, the Debtor selected
WG&M because of the firm's extensive general experience and
knowledge and, in particular, its recognized expertise in the
field of debtor's protections, creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.

Ms. Roedell further relates that WG&M has become familiar with
the Debtor's business, affairs, and capital structure because
prior to the Petition Date, in February 2008, WG&M has provided
assistance and advice to the Debtor with respect to formulating,
evaluating, and implementing various restructuring,
reorganization, and other strategic alternatives.  Also, WG&M
assisted and advised the Debtor in connection with the
preparation for the Chapter 11 case.

WG&M will represent the Debtor in coordination with Womble
Carlyle Sandridge & Rice, PLLC.  WG&M and Womble have discussed a
division of responsibilities in connection with representation of
the Debtor and will make every effort to avoid and minimize
duplication of services in the representation of the Debtor, Ms.
Roedell adds.

As the Debtor's attorneys, WG&M will:

   * take all necessary or appropriate actions to protect and
     preserve the Debtor's estate, including the prosecution of
     actions on the Debtor's behalf, the defense of any actions
     commenced against the Debtor, and more;

   * prepare on behalf of the Debtor, all necessary or
     appropriate motions, applications, answers, orders, reports,
     and other papers in connection with the administration of
     the Debtor's estate;

   * negotiate and prepare on behalf of the Debtor any Plan of
     Reorganization and all related documents; and

   * perform all other necessary legal services in connection
     with the Chapter 11 case.

The Debtor propose to pay WG&M its customary hourly rates for
services rendered that are in effect from time to time and to
reimburse WG&M according to its customary reimbursement policies.

Ms. Roedell notes that a year before the Petition Date, the
Debtor provided advances aggregating $400,000 to WG&M for
services to be performed and expenses incurred and to be incurred
in connection with services to be provided by WG&M, including the
commencement and prosecution of the Chapter 11 case.

As of the Petition Date, the fees and expenses incurred by WG&M
and debited against the amounts advanced to it by the Debtor
approximated $376,054.  The precise amount will be determined
upon the final recording of all time and expense charges.  
Accordingly, as of the Petition Date, WG&M had a remaining credit
balance in favor of the Debtor in the approximate amount of
$23,946 for additional professional services performed and to be
performed and expenses incurred and to be incurred in connection
with the Chapter 11 case.  After application of amounts for
payment of any additional prepetition professional services and
related expenses, the excess advance amount will be held by WG&M
for application to and payment of postpetition fees and expenses
that are allowed by the Court.

Harvey R. Miller, Esq., a partner at WG&M, assures the Court that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Wants to Employ Womble Carlyle as Co-Counsel
-----------------------------------------------------------
Sharper Image Corp. seeks the authority of the United States
Bankruptcy Court for the District of Delaware to employ Womble
Carlyle Sandridge & Rice, PLLC as its counsel, effective as of
Feb. 19, 2008.

Rebecca L. Roedell, executive vice president and chief financial
officer of Sharper Image, states that the Debtor selected Womble
Carlyle because of its extensive experience and knowledge of
bankruptcy matters and the Court's Local Rules and practices.

Ms. Roedell relates that the Debtor is seeking to retain Womble
Carlyle to serve as co-counsel with Weil, Gotshal & Manges LLP in
connection with the Debtor's Chapter 11 case.  In order to avoid
any duplication of efforts, Womble Carlyle and WG&M have
discussed each firm's responsibilities in connection with
representation of the Debtor, Ms. Roedell adds.

Moreover, to the extent that any conflicts arise that impair
WG&M's ability to act as counsel to the Debtor on a given matter,
the Debtor may call upon Womble Carlyle to act as special
conflicts counsel.

As co-counsel to the Debtor, Womble Carlyle will:

   * provide legal advice regarding the rules and practices of
     the Court applicable to the Debtor's powers and duties as a
     debtor-in-possession under the Bankruptcy Code;

   * take all necessary or appropriate actions to protect and
     preserve the Debtor's estate, including the prosecution of
     actions on the Debtor's behalf, the defense of any actions
     commenced against the Debtor, the negotiation of disputes in
     which the Debtor is involved, and the preparation of
     objections to claims filed against the Debtor's estate;

   * prepare on behalf of the Debtor, all necessary or
     appropriate motions, applications, answers, orders, reports,
     and other papers in connection with the administration of
     the Debtor's estate;

   * negotiate and prepare on behalf of the Debtor, any Plan of
     Reorganization and all related documents; and

   * perform all other necessary legal services in the Chapter 11
     case.

In exchange for the contemplated legal services, Womble Carlyle
will be paid based on its applicable hourly rates:
        
       Professional              Hourly Rate
       ------------              -----------
       Attorney                 $120 to $750
       Paraprofessionals         $30 to $450

Steven K. Kortanek, Esq., a member of Womble Carlyle whose
current hourly rate is $450, will be primary responsibility for
providing legal services to the Debtor.  Womble Carlyle
paraprofessionals and legal assistants will provide additional
supporting legal services on behalf of and as directed by the
Debtor and WG&M.

Ms. Roedell states that Womble Carlyle received a $40,000
retainer from the Debtor as security for payment of the firm's
fees and expenses for professional services to be performed
relating to the preparation for and prosecution of the Chapter 11
case.

Prior to the Petition Date, Womble Carlyle incurred a total of
$19,341 in fees and expenses which was paid prepetition from the
Retainer.  As to the Petition Date Retainer balance, Womble
Carlyle's retention terms with the Debtor provide for maintaining
the Retainer on an "evergreen" basis, which would not be applied
to postpetition fees and expenses of the firm until the
conclusion of the firm's engagement.

Steven K. Kortanek, Esq., a partner at Womble Carlyle, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                  About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Director Steven A. Lightman Resigns
--------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, James M. Sander, senior vice president and
general counsel of Sharper Image Corp., reports that Steven A.
Lightman, a member of the board of directors of Sharper Image,
informed them on February 28, 2008, that he is resigning from the
board, effective immediately.

Mr. Sander relates that Mr. Lightman's resignation is not the
result of a disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

                    About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SIRVA INC: Triple Net Seeks Appointment of Class 5 Committee
------------------------------------------------------------
Triple Net Investments IX, LP, asks the U.S. Bankruptcy Court for
the Southern District of New York to (i) appoint an Official
Committee of Unsecured Creditors for Class 5 Claimants of Sirva
Inc. and its debtor-affiliates, and to (ii) stay all proceedings
pending the appointment of the Class 5 Committee.

Triple Net Investments IX, LP, holds a claim against one of the
Debtors, North American Van Lines, Inc.  According to Triple Net,
there is an inherent and irreconcilable conflict of interest in
having one law firm represent, as part of the Official Committee
of Unsecured Creditors, the interests of both Class 4 and Class 5
claimants under Debtors' proposed plan of reorganization.

The Class 5 Claimants of the Debtors are those that hold General
Unsecured Claims.  Class 4 consists of all Unsecured Ongoing
Operations Claims.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York, relates
that two Class 4 members in the Committee have already been paid
in full, or will be paid in full upon confirmation of the Plan.

On the other hand, Class 5 claimants will receive nothing, Mr.
Nies explains.  The counsel representing Class 4's interests
cannot advocate for Class 5 claimants without jeopardizing Class
4's guaranteed recovery.

Mr. Nies submits that committee members often have varying
interests in a bankruptcy case, and often disagree over the
committee's strategic objectives.  However, he argues that the
Class 4 claimants, who are unimpaired under the Plan, require no
Committee representation.  Accordingly, the Class 4 Claimants
should be dismissed from the Committee, or in the alternative,
the Court should direct the formation of a separate Class 5
committee, he says.

In addition, given the fast track process of the Debtors'
bankruptcy cases, Triple Net asks Judge Peck to shorten the time
for notice and a hearing on its request.

The United States Trustee for Region 2 has objected to Triple
Net's request.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Asks Authority from Court to Sell UK & Ireland Units
---------------------------------------------------------------
Sirva Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to sell
their ownership shares in certain foreign non-Debtors
subsidiaries, pursuant to Section 363 of the Bankruptcy Code.

SIRVA UK Limited, organized under the laws of England and Wales
and a non-Debtor in the Chapter 11 cases, is the Debtors'
principal operating company and a parent company of their U.K.
moving services businesses.

Douglas V. Gathany, senior vice-president and treasurer of Debtor
DJK Residential LLC, relates that SIRVA UK had relied on funding
from the Debtors to meet its short term cash obligations.  SIRVA
UK is experiencing a severe "liquidity crunch," and has
sufficient liquidity to fund its operations only until March 20,
2008.  Absent cash infusions of approximately $8,000,000 after
March 20, it will have to commence U.K. insolvency proceedings,
Mr. Gathany says.

The Debtors' DIP financing will allow only a $3,000,000 funding
for non-Debtor parties.  Hence, SIRVA UK has two options -- an
expedited sale of the business, or administration under U.K.
insolvency laws.

Mr. Gathany states that a forced administration in the U.K. will
not maximize value for the Debtors' estates, which will result in
a zero net recovery for equity holders.  Mr. Gathany adds that
the potential loss of control of the "Pickfords" brand and
trademark rights, currently owned by SIRVA UK, will have a severe
negative effect on the Debtors' other international businesses.  
The Debtors' regional managers have advised that if SIRVA's
international moving businesses will lose the use of the brand,
the value of those businesses, and thus the value of their
bankruptcy estates, will sharply decline.

Debtor North American International Holding Corporation, in
conjunction with other foreign non-Debtor shareholders, have
agreed to a private sale of the foreign moving services
businesses -- SIRVA Group Holdings Limited and SIRVA Ireland,
including The Baxendale Insurance Company Limited, their
affiliated Irish insurance business -- to companies managed by
TEAM Relocations Limited.  In 2007, the Debtors had successfully
concluded a similar transaction with TEAM, in connection with the
Debtors' assets in continental Europe.

TEAM's associated companies will acquire all of the Debtors'
capital stock in their U.K. and Irish businesses for
GBP2,108,000, pursuant to the Share Purchase Agreement dated
March 2, 2008 between North American, NA (UK) Limited Partnership
and NA (UK) GP Limited, and Picot Limited and Irving Holdings
Limited.  The Sale is guaranteed by TEAM Relocations Limited, in
a separate guarantee agreement.

The Sale Proceeds will be used to offset existing intercompany
indebtedness:

   * GBP1,054,000 for 100 ordinary shares of SIRVA Group Holdings
     Limited;

   * GBP1,053,999 for 13,999,999 ordinary shares of SIRVA Ireland
     Limited; and

   * GBP1 for 1 ordinary share of SIRVA Ireland Limited.

Under the terms of the proposed sale, TEAM will provide SIRVA UK
with GBP5,000,000 of immediately available funding, with a 3%
interest rate, to avoid insolvency proceedings.  In addition,
TEAM has agreed to take over SIRVA UK's GBP1,600,000 April
payment obligation under the pension scheme funding agreement.  
TEAM will not object to the extinguishment of either the Debtors'
pension scheme guarantees or a GBP8,400,000 intercompany debt
from the Debtors to SIRVA UK, pursuant to the Debtors' proposed
plan of reorganization.  The Purchasers will own the  "Pickfords"
trademark, and will grant the Debtors the right to use
"Pickfords" in 30 countries outside the United Kingdom.

Prior to the closing of the sale, the Foreign Moving Businesses
will be operated in the ordinary course of business consistent
with past practice and will not, among other things, declare or
pay any dividends, issue any share capital, or make any loans,
other than between those companies.

The Guarantee Agreement caps the Guarantor's liability to
GBP3,053,000 for replacement letters of credit and scheduled
third party assurances, and GBP2,000,000 for unknown third party
assurances.

Mr. Gathany tells Judge James M. Peck that the Debtors'
prepetition and postpetition lenders have approved the Sale, and
have consented to the release of their liens on the Shares.  
Furthermore, Mr. Gathany says that on February 18, 2008, the
Debtors' board of directors approved the potential Sale and the
Debtors' entry into the Share Purchase Agreement, which was
subsequently confirmed by their unanimous written consent dated
February 29.

The Debtors maintain that the Sale has been proposed and entered
into by the Debtors and the Purchasers without collusion, in good
faith, and from arm's-length bargaining positions, and therefore,  
ask Judge Peck to waive the 10-day stay under Rule 6004(g) of the
Federal Rules of Bankruptcy Procedure.

                 Sale Motion Hearing Set March 21

The Court has scheduled a hearing to consider the Sale Motion on
March 21, 2008 at 10:00 a.m. Eastern Time.  Responses or
objections to the Sale Motion must be received by the appropriate
parties by March 19, at 4:00 p.m. Eastern Time.

        Sale of U.K. and Ireland Operations to TEAM Group

As reported by the Troubled Company Reporter on March 5, 2008,
SIRVA, Inc., reached an agreement to sell its moving services
operations in the United Kingdom and the Republic of Ireland to a
company managed by The TEAM Group, Europe's leading corporate
international moving company and a member of the Allied
International moving network.  The transaction is subject to
certain closing conditions, including the receipt of regulatory,
court and other approvals.

The sale includes Pickfords, the U.K.'s leading moving and storage
business, and Allied Pickfords' international moving services
business in the U.K. TEAM will manage Pickfords without any
interruption to service to existing and future customers.

SIRVA's relocation operations in the U.K. and Continental Europe
are not part of the transaction.  SIRVA remains committed to a
continued presence in the relocation market in Europe.  SIRVA will
also continue to own and operate the Allied Pickfords business in
Australia, New Zealand and Asia.

The sale reflects SIRVA's strategy of pursuing a business model in
which the Company works with representatives around the world to
ensure that Allied network customers receive seamless, high-
quality service to and from virtually any country in the world,
SIRVA said in a statement.

Last year, SIRVA sold its moving services operations in 13
European countries to TEAM, which subsequently became the Allied
network's representative in those countries.  Since then, the two
companies have worked together successfully to offer customers
integrated international moving services.

By selling the U.K. business to an existing Allied representative,
SIRVA further strengthens the Allied network and ensures service
to customers -- either relocating to the U.K. or moving within the
country -- will be unaffected.

"We are pleased to announce this transaction, which allows SIRVA
to focus on our core businesses.  As TEAM are already members of
the Allied network in Europe, SIRVA ensures customers in the U.K.
will continue to receive global coverage and the highest levels of
service; and Pickfords becomes part of another trusted
organization," said SIRVA President and Chief Executive Officer
Robert W. Tieken.

Cees Zeevenhooven, TEAM Allied Group CEO, said, "Pickfords has a
great heritage, and we look forward to growing the company.  This
transaction builds on the process which we began one year ago to
increase our presence in the European marketplace, and we
anticipate expansion of the TEAM Allied network throughout the
continent."

The TEAM Group is Europe's leader and one of the world's largest
international moving and relocation companies, with over 40
operations in 14 countries.  The Group employs over 900 specialist
staff and provides a comprehensive range of innovative cost-
effective mobility solutions.

                      About the TEAM Group

The TEAM Group --  http://www.teamgoc.com-- is Europe's leader  
and one of the world's largest international moving and relocation
companies, with over 40 operations in 14 countries.  The Group
employs over 900 specialist staff and provides a comprehensive
range of innovative cost-effective mobility solutions.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SCOTTISH RE: May Sell Life Reinsurance & Wealth Management Units
----------------------------------------------------------------
Scottish Re Group Ltd. told The Royal Gazette that it may sell its
international life reinsurance and wealth management units.

According to The Gazette, Scottish Re wants to cut costs after
suffering mortgage-related losses and a credit rating downgrade.

Scottish Re told The Gazette that it is losing money from
investments tied to subprime and "Alt-A" residential mortgages.

A Jan. 31 downgrade by Standard & Poor's will also make it harder
for the company to compete and to expand its core life reinsurance
business, The Gazette says, citing Scottish Re.

Scottish Re told The Gazette that it will continue concentrating
on its North American life reinsurance business, "through
strategic alliances or other means and cut costs to preserve
capital and liquidity."

Scottish Re said it set up a financial incentive program to keep
"essential" employees, The Gazette adds.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a    
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Scottish Re Group Ltd. to 'B' from 'B+'.   At the same
time, it lowered its counterparty credit and financial strength
ratings on Scottish Re's operating companies to 'BB' from 'BB+'
and also lowered the ratings on all these companies' dependent
unwrapped securitized deals by one notch.  In addition, S&P placed
the ratings on all these companies on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Moody's Investors Service placed Scottish Re Group Limited's
Senior unsecured  shelf of (P)Ba3; subordinate shelf of (P)B1;
junior subordinate shelf of (P)B1; preferred stock of B2; and
preferred stock shelf of (P)B2 ratings on review for downgrade.


SPRINGS WINDOW: Moody's Cuts Rating to 'B2' on Weak 2007 Results
----------------------------------------------------------------
Moody's lowered Springs Window Fashions, LLC's Corporate Family
Rating and senior secured credit facility ratings to B2 from B1
and lowered the Probability of Default Rating to B3 from B2.

This rating action follows third quarter 2007 results that were
significantly below expectations, lowered projections for the
fourth quarter of 2007 and fiscal year 2008, and Moody's concerns
about the company's ability to comply with financial covenants
once permitted levels tighten in 2008.

Weakness in the US housing market and attendant general economic
slowdown has caused a decline in consumer demand for window
coverings that is expected to persist over the near term.   
Concurrently, the maximum leverage covenant under the senior
secured credit agreement steps down from its current level of 5.0
times to 4.75 times at June 30, 2008 and then to 4.5 times as of
September 30, 2008.  Moody's believes it may be necessary for
Springs to seek covenant relief from its bank group.

These rating actions were taken:

  -- Corporate Family Rating downgraded to B2 from B1;

  -- Probability of Default Rating downgraded to B3 from B2;

  -- $100 million senior secured revolver due 2010 downgraded to
     B2 (LGD3, 33%) from B1 (LGD3, 34%);

  -- $311 million senior secured term loan B due 2012 downgraded
     to B2 (LGD3, 33%) from B1 (LGD3, 34%).

The stable outlook anticipates the ability to obtain covenant
relief, if necessary, and incorporates a moderate decline in 2008
revenue, partially offset by management's planned cost improvement
initiatives.

Springs Window Fashions, LLC, headquartered in Middleton,
Wisconsin, is a leading manufacturer and designer of window
coverings under the brand names of Bali, Graber and Nanik.  
Product lines include hard and soft window blinds, roller shades,
drapery hardware, shutters, solar shades, and window accessory
products.  The company is privately held and had revenues of
$563 million for the twelve months ended Sept. 30, 2007.


STATION CASINOS: Posts $375.6 Million Net Loss in 2007
------------------------------------------------------
Station Casinos Inc. reported a net loss of $375.6 million for the
year ended Dec. 31, 2007, compared with net income of
$110.2 million for the year ended Dec. 31, 2006.

Consolidated net revenues for 2007 increased 8.1% to $1.45 billion
as compared to $1.34 billion for the year ended Dec. 31, 2006.
Year over year net revenues increased primarily due to revenue
increases at the company's Major Las Vegas Operations, which were
offset by decreased management fees.

Net revenues from the company's Major Las Vegas Operations
increased 10.1% to $1.31 billion for 2007 as compared to
$1.19 billion for the year ended Dec. 31, 2006.  The increase is a
result of a full year of operations at Red Rock, the completion of
the phase II master-planned expansion at Red Rock in December
2006, the completion of the phase III expansion at Red Rock in
April 2007, as well as the completion of expansions at Santa Fe
Station in December 2006 and Fiesta Henderson in August 2006.

Consolidated operating income decreased to a loss of
$139.9 million in 2007 as compared to operating income of
$316.1 million for the year ended Dec. 31, 2006.  The decrease is
primarily a result of $156.5 million in merger transaction costs
incurred during 2007 related to the merger with Fertitta Colony
Partners LLC, which was completed on Nov. 7, 2007.  

2007 was also impacted by $288.1 million of share-based
compensation expense related to equity-based awards granted upon
the consummation of the merger and a $16.6 million impairment
loss.  

The company's share of earnings from joint ventures were
$40.1 million and $41.9 million for the years ended Dec. 31, 2007,
and 2006, respectively.  The decrease is primarily the result of
the company's 50% portion of costs related to terminating a
management agreement and a lease agreement at Green Valley Ranch
of approximately $1.9 million.  

Interest expense, net of capitalized interest, increased 50.6% to
$258.6 million in 2007 as compared to $171.7 million in the year
ended Dec. 31, 2006.  Gross interest expense increased
approximately $75.1 million due to an increase in long-term debt
of approximately $1.8 billion in 2007.

For the years ended Dec. 31, 2007, and 2006, the company recorded
$28.2 million and $6.8 million, respectively, in interest and
other expense related to its unconsolidated joint ventures.  The
increase in expense during 2007 as compared to 2006 is due to the
new $830 million credit facility at Green Valley Ranch entered
into on Feb. 16, 2007, which resulted in an increase in debt of
approximately $582.8 million in the year ended Dec. 31, 2007, as
well as an $800,000 charge for a loss on early retirement of debt
related to the prior credit facility.

During 2007, in conjunction with the merger, the company
terminated its then existing revolving facility resulting in a
loss on early retirement of debt of $20.3 million, which includes
the write-off of unamortized loan costs as well as costs to
terminate its then existing interest rate swaps.

                 Liquidity and Capital Resources

In connection with the merger on Nov. 7, 2007, the company
received $2.71 billion in cash equity contributions,
$2.475 billion from the issuance of the CMBS Loans and entered
into a $900.0 million Credit Agreement with initial borrowings of
$510 million.  In addition, the company paid $4.17 billion for the
merger consideration payment for each outstanding share of the
company's common stock, $1.38 billion to terminate its then
existing revolving credit facility and $12.2 million to terminate
interest rate swaps tied to such revolving credit facility.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$8.99 billion in total assets, $6.42 billion in total liabilities,
and $2.57 billion in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $194.5 million in total current
assets available to pay $220.7 million in total current
liabilities.

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

                     About Station Casinos

Headquartered in Las Vegas, Nevada, Station Casinos Inc. (NYSE:
STN) -- http://www.stationcasinos.com/-- owns and operates Red  
Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino, Gold
Rush Casino and Lake Mead Lounge in Henderson, Nevada.

Station also owns a 50.0% interest in Green Valley Ranch Station
Casino, Barley's Casino & Brewing Company and The Greens in
Henderson, Nevada and a 6.7% interest in the Palms Casino Resort
in Las Vegas, Nevada.  In addition, Station manages Thunder Valley
Casino near Sacramento, California on behalf of the United Auburn
Indian Community.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Station Casinos Inc. to 'B+' from 'BB-'.  The rating
outlook is negative.


STRADA 315: Regions Bank Wants Court to Appoint an Examiner
-----------------------------------------------------------
Regions Bank, the only major secured creditor of Strada 315 LLC,
asks the U.S. Bankruptcy Court for the Southern District of
Florida to appoint an examiner in the Debtor's bankruptcy case.

Regions Bank loaned to the Debtor $34,800,000 to finance the
acquisition and development of the Debtor's single asset, known as
Strada 315, a residential and commercial condominium.

Regions Bank relates that in a number of separate occasions, it
received pleas from the Debtor to extend the loan's maturity date.  
However, Regions Bank believes that the loan was "out-of-balance"
by a significant amount -- the cost to complete the project
exceeded the amount of available and unfunded loan proceeds -- and
the Debtor had not then completed the project by the completion
date or loan date extensions required by the loan agreement.  
Regions Bank, in good faith, agreed to extend the loan's maturity
date on those occasions, and released the appropriate needed funds
for the construction.

As a result of the Bank's concerns that the Debtor's project may
be significantly out-of-balance, Regions Bank requested that the
Debtor and its general contractor provide the Bank with an owner's
affidavit and a contractor's affidavit identifying the remaining
amounts needed to complete the project.

The Debtor previously made repeated assurances to the Bank that
the affidavits would be submitted.

Various contractors filed liens against the Debtor which disturbed
Regions Bank, since it already funded the Debtor to pay these
certain contractors for their services.  Despite the fact that
loan proceeds were released specifically for repayment of the
liens, the Debtor, after receipt of these retainage funds, did not
pay the contractors.  Under the loan agreement, the lien filings
constituted a clear event of default.

Early this year, the Debtor finally delivered to Regions Bank the
contractor's and owner's affidavits.  These affidavits revealed
that $3,691,355 was still remaining to be paid to subcontractors
to complete the project, not including amounts owed to certain
contractors pursuant to their claims of lien.  The amount, Regions
Bank said, far exceeded any previous estimates and is in excess of
15% of the original hard costs of the project.

Due to the lack of reliable information concerning the affairs of
the Debtor, no creditor is in a position to formulate a plan of
reorganization of the Debtor, or to give intelligent consideration
to any plan which may be proposed by the Debtor.

Regions Bank also noticed that the Debtor's accountant, which was
employed within the case, would only serve to assist the Debtor in
completing schedules, debtor-in-possession reports, and other
bankruptcy accounting matters, and would not be intended to serve
the interests of all creditors of the estate.

Regions Bank said that it is imperative to investigate the acts,
conduct, property, liabilities, and financial condition of the
Debtor, the operation of the Debtor's business and the
desirability of its continuance, and any investigation should be
made by a disinterested person for the benefit of all creditors.

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.


STRUG LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Strug, LLC
        405 North. Wabash, Suite 3504
        Chicago, IL 60611

Bankruptcy Case No.: 08-05264

Type of Business: The Debtor is a mortgage and real estate firm.

Chapter 11 Petition Date: March 5, 2008

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Walter R Dale, Esq.
                     (professordale@ameritech.net)
                  5555 South Everett Avenue, Suite 9C
                  Chicago, IL 60637
                  Tel: (312) 925-2583
                  Fax: (773) 288-1505

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


SUN HEALTHCARE: Posts $35.3 Mil. Earnings for 2007 Fourth Quarter
-----------------------------------------------------------------
Sun Healthcare Group Inc. reported net income of $35.3 million for
the 2007 fourth quarter ended Dec. 31 compared to $19.8 million
net income for the 2006 fourth quarter.  For the fiscal year ended
Dec. 31, 2007, the company's net income is $57.5 million versus
$27.1 million income for fiscal 2006.

For the 2007 fourth quarter, the company generated a total of
$450.5 million revenues from $258.4 million revenues for the same
period of the prior year.  Total revenues generated for the 2007
fiscal year totaled $1,587.3 million, up 58% from $1,004.8 million
revenues of 2006.

Normalized actual results for the quarter ended Dec. 31, 2007
include pre-tax adjustments for $2.3 million of income from a
settlement of a claim associated with a prior period acquisition,
$3.5 million of income from adjustments of prior period self-
insurance reserves, a $3.2 million charge associated with the
refinancing of debt agreements and a charge of $1.0 million
related to integration costs associated with the Harborside
acquisition.

Normalized actual results for the 2007 fiscal year include pre-tax
adjustments for $4.5 million of integration costs associated with
the Harborside acquisition, $12.5 million of income from
adjustments of prior period self-insurance reserves, $3.9 million
of which were related to discontinued operations, $2.3 million of
income from a settlement of a claim associated with a prior period
acquisition, and $3.8 million in charges associated with the
refinancing of debt agreements.

"We are pleased that we have ended our best year on a strong note
with $0.20 normalized EPS for the fourth quarter," Richard K.
Matros, chairman and chief executive officer of Sun, stated.  "For
the year, we came in a penny shy of the high end of our upwardly
revised November 2007 guidance at $0.63 EPS, which was $0.11
better than the high side of our original 2007 guidance."

"The guidance we issued last month for 2008 reflects confidence in
our ability to continue to move margins on a same store basis,"
Mr. Matros continued.  "Our first quarter 2008 skilled mix trends
are strong."

"The Harborside integration is proceeding as expected with an
additional $2.8 million in synergies hitting the bottom line in
the fourth quarter of 2007, bringing our total synergies realized
for the year to $6.4 million," Mr. Matros said.  "We expect to
have a total of $10 million in synergies by the end of the first
quarter of 2008 and expect to hit the high end of our $12 to $15
million in synergies by year end 2008."

"We will continue to focus in 2008 on margin improvement,
integration activities, company wide process improvement
initiatives, and activities that will result in a deleveraging of
the balance sheet," Mr. Matros added.

"The shift in acuity continues to be our primary focus in our
inpatient segment," Mr. Matros further stated.  "This focus is
across all of our nursing centers with a particular emphasis on
the development of our Rehab Recovery Suites."

"The company had 33 RRS open at year end," Mr. Matros went on to
say.  "We expect to have 38 open by the end of the first quarter
with two more shortly thereafter, and anticipate at least 50 units
open by the end of 2008."

"We are particularly pleased with the fourth quarter's growth in
Medicare and skilled mix both in terms of occupancy and as a
percent of revenues," Mr. Matros imparted.  "As expected we
rebounded from the slight softness in Medicare occupancy we
experienced in the second and third quarters of last year."

"This positive mix trend is continuing in 2008," Mr. Matros
concluded.  "We will continue to refine and execute our quality of
care initiatives with an intensity that reflects the highest of
priorities."

As of Dec. 31, 2007, the company's balance sheet reflected
$1.3 billion total assets, $1.1 billion total liabilities
resulting to a total stockholders' equity of $0.2 billion.

                        About Sun Healthcare

Headquartered in Irvine, California, Sun Healthcare Group Inc.
(NASDAQ:SUNH) -- http://www.sunh.com-- provides long-term,  
subacute and related specialty healthcare services primarily to
the senior population in the United States.  The company's core
business is providing inpatient services, primarily through 118
skilled nursing facilities, 13 assisted and independent living
facilities, seven mental health facilities and three specialty
acute care hospitals with 15,447 licensed beds located in 19
states as of March 1, 2007.  

Sun Healthcare Group also provides rehabilitation therapy services
and medical staffing, and other ancillary services.  The company
operates through three business segments: impatient services,
rehabilitation therapy services and medical staffing services.  In
December 2006, the company sold SunPlus Home Health Services.  In
April 2007, the company completed the acquisition of Harborside
Healthcare Corporation.   Harborside is a privately held
healthcare company based in Boston, Massachusetts, which operates
73 nursing facilities.

                          *     *     *

Sun Healthcare continues to hold Standard and Poor's 'B' long-term
foreign and local issuer credit rating with a stable outlook and
Moody's Investor's Service's 'B1' long-term corporate family
rating, 'Ba2' bank loan debt rating, 'B3' subordinated debt rating
and 'B1' probability of default rating with a stable outlook.    
Both rating agencies assigned their respective ratings on March,
2007.


SUNCO PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sunco Products, Inc.
        16039 Loukelton Street
        Industry, CA 91744

Bankruptcy Case No.: 08-30940

Chapter 11 Petition Date: March 4, 2008

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Robert T. Kugler, Esq.
                  Leonard, Street & Deinard P.A.
                  150 South Fifth Street
                  Suite 2300
                  Minneapolis, MN 55402
                  Tel: (612) 335-1645
                  robert.kugler@leonard.com

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

          Entity                          Claim Amount
          ------                          ------------
          Gold Pleasure Industrial Co. L    $1,615,485
          7F, 1067 King's Road
          Hong Kong

          Alto                                  $6,023
          2867 Surveyor Street
          Pormona, CA 91768

          Unity Property Investments, In        $4,700
          16039 Loukelton Street
          Industry, CA 91744

          FedEx                                 $2,000

          South Bay Distribution                $1,342

          Netzel Associates Inc.                $1,093

          EDI Express                           $1,055

          Banghart-Corin & Associates             $769

          Kahn & Comings, Inc.                    $713

          Man Fu Yeung                            $653

          C.M.A. Inc.                             $647

          Ronnie Yeung                            $462

          Maan Yoong                              $399

          Linda Lee Ying Cheung                   $392

          Primus                                  $300

          Anna L. Hernandez                       $256

          Gregory W. Crist                        $248

          Dot-Line Transportation                 $162

          Paychex                                 $138

          AT&T                                     $70


SUPERCLICK INC: Jan. 31 Balance Sheet Upside-Down by $1,327,595
---------------------------------------------------------------
Superclick Inc.'s consolidated financial statements at Jan. 31,
2008, showed $1,926,284 in total assets and $3,253,879 in total
liabilities, resulting in a $1,327,595 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,627,196 in total current assets
available to pay $3,240,739 in total current liabilities.

The company reported net income of $178,348 on net revenue of
$1,447,855 for the first quarter ended Jan. 31, 2008, compared
with a net loss of $61,471 on net revenue of $761,635 in the same
period ended Jan. 31, 2007.

Net sales increased $493,832 or 207.7%, while services revenue
increased $192,388 or 36.7% due to a greater number of rooms under
support.

Income from operations for the three months ended Jan. 31, 2008,
was $208,776 or 14.4% of net revenue, compared to $12,416 or 1.6%
of net revenue, respectively.

Interest expense for the three months ended Jan. 31, 2008, and
2007, was $47,880 and $82,637, respectively.  

                     Going Concern Disclaimer

Bedinger & Company in Concord, Calif., expressed substantial doubt
about Superclick Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Oct. 31, 2007.  The auditing firm pointed to the
company's accumulated capital deficit and significant debt.

                      About Superclick Inc.

Headquartered in Montreal, Quebec, Superclick Inc., (OTC BB:
SPCK.OB) -- http://www.superclick.com/ -- through its wholly    
owned, Montreal-based subsidiary Superclick Networks Inc.,   
develops, manufactures, markets and supports the Superclick
Internet Management System, Monitoring and Management Application
and Media Distribution System in worldwide hospitality, conference
center and event, multi-tenant unit and university markets.  
Current clients include MTU residences and Candlewood Suites,
Crowne Plaza, Fairmont Hotels, Four Points by Sheraton,  
InterContinental Hotels Group PLC, Hilton, Holiday Inn, Holiday
Inn Express, Hampton Inn, Marriott, Novotel, Radisson, Sheraton,
Westin and Wyndham hotels in Canada, the Caribbean and the United
States.


THORNBURG MORTGAGE: KPMG Says Feb. 2008 Audit Report Unreliable
---------------------------------------------------------------
Thornburg Mortgage Inc. received a letter dated March 4, 2008,
from its principal accountant, KPMG LLP, stating that its audit
report, dated Feb. 27, 2008, reflected on the company's  
consolidated financial statements as of Dec. 31, 2007, and 2006,
and for the two-year period ended Dec. 31, 2007, which is included
in the company's annual report on Form 10-K for 2007, should no
longer be relied upon.

As a result, the company's board of directors determined that the
financial statements for the year ended Dec. 31, 2007, should be
restated.

                Difficult Market Conditions Raise
                 Substantial Going Concern Doubt

The company noted that difficult market conditions that have
resulted in a significant deterioration of prices of mortgage-
backed collateral, combined with a liquidity position under
unprecedented pressure from increased margin calls by its reverse
repurchase agreement lenders, a portion of which the company has
been unable to meet, have raised substantial doubt about the
company's ability to continue as a going concern.

In addition, the company may not have the ability to hold certain
of its purchased ARM assets to recovery and, accordingly, on March
5, 2008, the company concluded that a $427.8 million charge for
impairment on its purchased adjustable-rate mortgage assets is
required as of Dec. 31, 2007, in accordance with generally
accepted accounting principles.  Based upon a review of credit
ratings, delinquency data and other information, the company does
not believe these unrealized losses, for the most part, are
reflective of credit deterioration.

                Restatement Has No Material Impact

The company believes that this restatement of its consolidated
financial statements will not have a material impact on the
company's book value at Dec. 31, 2007.  In the company's 2007
annual report on Form 10-K filed on Feb. 28, 2008, the company
reported GAAP book value as of Dec. 31, 2007, of $8.36 per common
share, compared to a GAAP book value of $8.40 per common share,
after reflecting the effect of the preliminary restatement of the
company's 2007 consolidated financial statements.  The increase in
book value is attributable to the company's elimination of the
fourth-quarter performance fee payable to the company's manager,
which increased the book value by $0.04 per common share.

Thornburg Mortgage President and Chief Executive Officer Larry
Goldstone noted that companies are required to value their asset
portfolios at the price that the portfolio could be sold in the
market as of the financial statement date.  Companies must
recognize a loss in the income statement if they are not able to
hold the assets until their value is recovered, even if those
companies have no intention of selling their portfolios.

"The mortgage financing market's complete inability to
differentiate and appropriately value superior AAA-/AA-rated
mortgage securities from all other mortgage assets is as
unprecedented as it is frustrating,"said Mr. Goldstone.  "Our
portfolio of mortgage-backed securities has exhibited exceptional
credit performance and comprises loans that are among the most
solid in the industry.  Quite simply, the panic that has gripped
the mortgage financing market is irrational and has no basis in
investment reality."

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo  
adjustable-rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Thornburg Mortgage to 'SD' from
'B-'.  The ratings on Thornburg's senior unsecured debt and
preferred stock are on CreditWatch with negative implications.

The TCR said on March 5, 2008, that given the uncertainty
surrounding the pricing of Thornburg Mortgage's portfolio
securities in the secondary mortgage market and its effects on the
company's short-term financing, the company's ratings for
Thornburg remain on Rating Watch Negative by Fitch Ratings.  The
ratings are Issuer Default Rating 'CCC'; Senior unsecured notes
'CCC-/RR5'; Unsecured subordinate notes 'CC/RR6'; and Preferred
stock 'CC/RR6'.

The TCR also stated on March 5 that Moody's Investors Service
downgraded to Caa2 from B2 and to Ca from Caa1 the senior
unsecured debt and preferred stock ratings, respectively, of
Thornburg Mortgage.  The ratings remain under review for possible
downgrade.


THORNBURG MORTGAGE: Cross-defaults Cue Moody's Rating Cut to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded to Ca from Caa2 and to C from
Ca the senior unsecured debt and preferred stock ratings,
respectively of Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.

The downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

Moody's review for possible downgrade of Thornburg's senior
unsecured debt reflects the REIT's higher likelihood of default
and the potential for an above average severity of loss in the
event of default.

These ratings were downgraded and remain under review for possible
downgrade:

  -- Thornburg Mortgage, Inc.: Senior debt to Ca, from Caa2;
     Senior debt shelf to (P)Ca, from (P)Caa2;

These ratings were downgraded:

  -- Thornburg Mortgage, Inc.: Preferred stock to C, from Ca;
     Preferred stock shelf to (P)C, from (P)Ca.

Thornburg Mortgage, Inc. based in Santa Fe, New Mexico, is a
prominent mortgage investor and originator organized as a REIT.  
As of Dec. 31, 2007, Thornburg Mortgage reported assets of
approximately $36.5 billion and book equity of approximately
$2 billion.


THORNBURG MORTGAGE: S&P Slashes Senior Unsec. Debt Rating to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue ratings on
Thornburg Mortgage Inc.'s senior unsecured debt to 'CC' from
'CCC+' and preferred stock to 'C' from 'CCC-'.  Both issue ratings
will remain on CreditWatch negative, where they were placed on
March 3, 2008.  The counterparty credit rating remains on
selective default.
      
"The rating action is based on Thornburg's announcement that
cross-defaults have been triggered under all of the company's
repurchase agreements and secured loan agreements," said Standard
& Poor's credit analyst Adom Rosengarten.
     
Given Thornburg's limited financial resources, S&P believes the
risk of default has increased further.


THORNBURG MORTGAGE: Fitch Slashes ID Rating to 'RD' from CCC
------------------------------------------------------------
Given Thornburg Mortgage, Inc.'s weakening credit profile stemming
from defaults under the company's reverse repurchase agreements,
Fitch has downgraded and removed these ratings from Rating Watch
Negative:

  -- Issuer Default Rating to 'RD' from 'CCC';
  -- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5';
  -- Unsecured subordinate notes to 'C/RR6' from 'CC/RR6';
  -- Preferred stock to 'C/RR6' from 'CC/RR6'.

Fitch downgraded the IDR to 'RD' indicating that Thornburg was in
default under, and has failed to meet a margin call for, one of
its reverse repurchase agreements, but continues to honor other
classes of obligations.  This event of default has triggered
cross-defaults under all of Thornburg's other reverse repurchase
agreements.  Reverse repurchase agreements represent the primary
short-term funding source for the company.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
lender to the single-family residential mortgage housing market
and is focused principally on the jumbo segment.

Thornburg originates, acquires and retains investments in
adjustable-rate mortgage assets.  Thornburg's ARM assets are
comprised of Purchased ARM Assets and ARM Loans.  All of
Thornburg's ARM assets are either Traditional ARMs, which includes
Pay Option ARMs, or Hybrid ARMs.  For tax purposes, Thornburg is
organized as a real estate investment trust and is managed
externally by Thornburg Mortgage Advisory Corporation.


THORNBURG MORTGAGE: Signs Reverse Repurchase Agreements
-------------------------------------------------------
Thornburg Mortgage Inc. has entered into reverse repurchase
agreements, a form of collateralized short-term borrowing, with
various counterparties.

The company said it received a letter from JPMorgan Chase Bank,
N.A., dated Feb. 28, 2008, after failing to meet a margin call of
approximately $28 million.  The letter states that an event of
default as defined under that certain Master Repurchase Agreement,
dated as of Aug. 3, 2006, as amended on Feb. 7, 2007, by and
between the company and JPMorgan exists.  The letter also notified
the company that JPMorgan will exercise its rights under the
agreement.  The aggregate amount of proceeds lent to the company
under the agreement was approximately $320 million.

The company said that its receipt of the notice of an event of
default has triggered cross-defaults under all of its other
reverse repurchase agreements and its secured loan agreements.  
The company's obligations under those agreements are material.

             Liquidity, Margin Calls, Default Notices

In a Securities and Exchange Commission filing dated March 7,
2008, the company disclosed it had readily available liquidity of
approximately $580.0 million at Dec. 31, 2007.  Through the close
of business on March 6, 2008, the company had received $1.777
billion in margin calls since Dec. 31, 2007, and had satisfied
$1.167 billion of those margin calls primarily by using its
available liquidity, principal and interest payments and proceeds
from the sale of assets.

As of close of business on March 6, 2008, the company had
outstanding margin calls of $610.0 million which significantly
exceeded its available liquidity at that date.  The company has
entered into a temporary syndicate agreement with its remaining
reverse repurchase agreement counterparties which freezes
additional margin calls through Friday, March 7, 2008, while the
company pursues solutions to its liquidity shortfall.  This
agreement is renewable at the option of the company's lenders and
the company.  Through the close of business on March 6, 2008, the
company had received notices of event of default under reverse
repurchase agreements from four different lenders.

                   Working To Meet Margin Calls

The company is working to meet all of its outstanding margin calls
within a timeframe acceptable to its lenders, through a
combination of selling portfolio assets, issuing collateralized
mortgage debt and raising additional debt or equity capital.  
Since Dec. 31, 2007, and through the close of business on March 6,
2008, the company has reduced its portfolio of adjustable-rate
mortgage assets financed with recourse financing by approximately
$4.6 billion, of which $1.9 billion has been permanently financed
in order to reduce its exposure to margin calls.  The company also
has raised $488.0 million in equity capital since Dec. 31, 2007,
and seeks to raise additional capital in order to provide a more
stable base of liquidity during a period when the company expects
market conditions to remain difficult for at least several months.

The $427.8 million impairment charge resulted in a decrease in
management fees of $300,000 and the elimination of the fourth
quarter performance fee of $5.4 million.  The company intends to
reflect the revised financial information in an amended annual
report on Form 10-K/A.

Mr. Goldstone concluded, "We are committed to implementing
initiatives that will resolve our current liquidity issues so we
can deliver long-term growth, continue as a going concern, and
ensure stability for our shareholders and for the company."

                         Financial Results

Thornburg Mortgage reported a net loss of $874.9 million for the
year ended Dec. 31, 2007, compared to net income of $297.7 million
for the year ended Dec. 31, 2006.  Results for 2007 include a
$1.10 billion loss on the sale of $23.6 billion of purchased
adjustable-rate mortgage assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 million in total assets, $34.5 million in total liabilities,
and $2.00 billion in total stockholders' equity.

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo  
adjustable-rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Thornburg Mortgage to 'SD' from
'B-'.  The ratings on Thornburg's senior unsecured debt and
preferred stock are on CreditWatch with negative implications.

The TCR said on March 5, 2008, that given the uncertainty
surrounding the pricing of Thornburg Mortgage's portfolio
securities in the secondary mortgage market and its effects on the
company's short-term financing, the company's ratings for
Thornburg remain on Rating Watch Negative by Fitch Ratings.  The
ratings are Issuer Default Rating 'CCC'; Senior unsecured notes
'CCC-/RR5'; Unsecured subordinate notes 'CC/RR6'; and Preferred
stock 'CC/RR6'.

The TCR also stated on March 5 that Moody's Investors Service
downgraded to Caa2 from B2 and to Ca from Caa1 the senior
unsecured debt and preferred stock ratings, respectively, of
Thornburg Mortgage.  The ratings remain under review for possible
downgrade.


UNIVISION COMMS: Sells Recording and Publishing Business to UMG
---------------------------------------------------------------
On Feb. 27, 2008, Univision Communications Inc. entered into a
purchase agreement with UMG Recordings Inc. for the sale of
Univisions music recording and publishing businesses.

The total consideration due to Univision under the purchase
agreement is $153 million, including approximately $13 million for
working capital, payable in cash:

(i) approximately $113 million upon the closing,

(ii) $11.5 million upon the first anniversary of the closing,

(iii) $12.5 million upon the second anniversary of the closing,

(iv) $6 million upon the third anniversary of the closing, and

(v) $10 million upon the fourth anniversary of the closing,
    subject to purchase price adjustments.

Univision is expected to incur fees and certain obligations of
approximately $10 million in connection with the transaction.

Under the purchase agreement, Univision committed to provide both
preemptible and non-preemptible advertising support through
broadcast commercials that will be aired on the Univision and
Telefutura Networks, and Univisions owned and operated television
stations, for the Universal Music Group and its Latin artists over
the five year period following the closing.  The total
consideration includes amounts payable to Univision for such
advertising support.

Univision is required to indemnify Universal from and against
losses it may incur arising out of breaches by Univision of
representations, warranties and covenants set forth in the
purchase agreement, subject to certain limitations as set forth in
the purchase agreement.  Between the date of the purchase
agreement and the closing, Univision has to operate the music
business in all material respects, in the ordinary course
consistent with past practice and may not take certain actions, as
specified in the purchase agreement, without Universals prior
consent.

Consummation of the transaction is conditioned upon the expiration
or termination of any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the Mexican
Federal Competition Law, and there must not have been a Material
Adverse Effect since Sept. 30, 2007.  Univision expects the
transaction to close in the second quarter of 2008.

Univision intends to use approximately $113 million in gross
proceeds from the sale of its music recording and publishing
businesses together with the proceeds from the sale of certain
non-core television and radio stations, investments and real
estate, and may potentially use borrowings under its bank senior
secured revolving credit facility, to pay down its $500 million
bank second-lien asset sale bridge loan due March 29, 2009.

                   About Univision Communications

Headquartered in Los Angeles, California, Univision Communications
-- http://www.univision.com-- owns and operates more than 60 TV  
stations in the US and Puerto Rico offering a variety of news,
sports, and entertainment programming.  Its Univision Network,
which is also carried by more than 1,700 cable affiliates, reaches
about 99% of US Hispanic households.  The company also operates a
smaller broadcast network, TeleFutura, and cable network
Galavisión, while its Univision Radio division boasts about 70
stations.  Founded in 1961 as Spanish International Network,
Univision was acquired in 2007 by a group of private investment
firms led by TPG Capital and Thomas H. Lee Partners.

                     *     *     *

The proceeds expected to be received for the music assets are
lower than Fitch's initial expectations.  Fitch currently
expects the company can generate an additional approximately
US$175 million in gross proceeds from the sale of assets that
produce little or no cash flow.  As such, Fitch does expect
there to be a shortfall between proceeds from the initial non-
cash-flow producing asset sales and the second-lien loan.  Fitch
believes the company has smaller-market cash-flow producing
stations that are non-core assets which could be divested to
take care of any remaining shortfall of the second-lien loan,
including its radio stations in the San Diego and Las Vegas
markets.  Also, the company had US$123 million in cash on its
balance sheet at Sept. 30, 2007.  Fitch would expect year-end
cash balances to be disclosed on this week's earnings release
and/or conference call.

These combined sources should partially mitigate the total
amount that the company may need from its credit facility.  
Fitch notes that the credit facility does have a MAC clause
prior to each borrowing.  The company also has a near-term
US$200 million 2008 maturity that is expected to be covered by a
committed delay-draw facility which also has a MAC clause.  
Beyond these maturities, the company does not have another
significant maturity until US$500 million due July 2011.

Assuming the PIK option is used, Fitch estimates cash interest
coverage to be below 1.5 times which is lower than Fitch's
initial expectations and weak for Fitch 'B' IDR rating.  This is
balanced by Fitch's continued expectations for strong growth
over the intermediate term.  Fitch will continue to monitor the
company's quarterly results, including this week's release, and
any impact the softening economic environment may have on
expected future cash flows.  Given the high leverage, any
meaningful variances from Fitch expectations of the next 18
months including maturities, could result in negative rating
action or outlook revisions.  


UNIVISION COMMS: S&P Cuts Rating on Low Asset Sale Proceeds
-----------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
ratings on Los Angeles-based Univision Communications Inc. to 'B-'
from 'B'.  The outlook is negative.
      
"The downgrades reflect significantly lower than expected asset
sale proceeds for Univision's music division and an increasing
challenge, in our view, to cover its $500 million second-lien
asset sale bridge loan that matures in March 2009," explained
Standard & Poor's credit analyst Michael Altberg.
     
The company recently announced its intention to sell its music
division to Universal Music Group for $153 million, of which only
$113 million is due upon closing and will be available to help
repay the second-lien bridge loan.  The upfront cash amount is
down significantly from S&P's original expectations.  Under the
terms of the credit agreement, Univision may borrow up to
$250 million on its revolving credit facility to cover asset-sale
shortfalls.  Univision plans to sell additional assets and
investments to repay the remainder of the bridge loan maturity.  
S&P is concerned about the timeline and feasibility of additional
asset sales amid tight credit market conditions, and believes
there is now an increased likelihood that the company will have to
access its revolving credit facility.
     
The ratings reflect the company's highly leveraged capital
structure and weakened credit metrics following its February 2007
LBO; its continuing tense relationship with its main program
supplier, Grupo Televisa S.A.; Spanish-language media's inability
to draw advertising revenues commensurate with its audience
ratings; increasing competition for advertisers and viewers; and,
most importantly over the near term, uncertainty surrounding its
ability to repay its second-lien bridge loan maturity in early
2009.  These factors are partially offset by Univision's
satisfactory business risk profile, reflecting its dominant
position as the major U.S.-based Spanish-language TV and radio
broadcaster; broadcasting's good margin potential and
discretionary cash flow-generating capability; positive trends in
Spanish-language population and advertising growth that have
translated into earnings momentum; and the company's strong EBITDA
margins, due partially to its favorable long-term contracts to
purchase popular TV programming.



UNIVISION COMM: Posts US$314.8 Million Net Loss in 2007
-------------------------------------------------------
Univision Communications Inc. posted a net loss of
US$314.8 million for the full year of 2007, compared to net
income of US$349.2 million in 2006.  For the three months ended
Dec. 31, 2007, the company incurred a US$201.5 million net loss
compared to US$99.7 million of net income for the same period in
2006.

For the fourth quarter, net revenue increased 6.1% to US$544.3
million in 2007 from US$512.8 million in 2006.  Adjusted
operating income before depreciation and amortization increased
10.9% to US$248.0 million in 2007 from US$223.7 million in 2006.

For the full year 2007, net revenue increased 8.4% to
US$2,072.8 million from US$1,912.0 million in 2006, excluding
2006 FIFA World Cup estimated incremental net revenues of
US$113.6 million.  Including World Cup incremental revenue in
2006, net revenue increased 2.3% and adjusted operating income
before depreciation and amortization2 increased 7.8% to US$863.2
million in 2007 from US$800.6 million in 2006.

Joe Uva, Chief Executive Officer, said, "2007 has been a
tremendous year for Univision and Im incredibly proud of all we
have achieved.  From the smooth transition to new ownership, to
reorganizing and refocusing our advertising sales structure, to
implementing a host of initiatives to inform and educate our
audience, we achieved many milestones while cementing
Univisions position as the leading Spanish language media
company."

Mr. Uva continued, "During this quarter, Univision once again
produced very strong results across all core platforms  the
Univision Network consistently outdelivered at least one of the
other major networks in primetime among young adults, Univision
Radio continued its double-digit year-over-year revenue growth
and Univision.com maintained its position as the #1 Internet
destination in the U.S. among Spanish-dominant and bilingual
Hispanics.  We look forward to building on the momentum gained
in 2007 to drive growth in 2008 and beyond."

Andrew W. Hobson, Senior Executive Vice President and Chief
Financial Officer, said, "We are pleased with our fourth quarter
net revenue growth of 6.1% and OBIDA growth of 10.9%. This
continued growth further underscores the strength of our core
businesses."

                  About Univision Communications

Headquartered in Los Angeles, Calif., Univision Communications
Inc., (NYSE: UVN) -- http://www.univision.net/-- owns and
operates more than 60 television stations in the U.S. and Puerto
Rico offering a variety of news, sports, and entertainment
programming.  The company had about US$2.6 billion in debts at
Dec. 31, 2006.  Univision Music Group is a subsidiary of
Univision Communications Inc.

                          *      *     *

Fitch Ratings has published a review of its Recovery Ratings
methodology and updated analysis for rated issuers in
the United States media and entertainment space including
Univision Communication, Inc. (LT Issuer Default Rating at 'B';
Stable Outlook).

Recovery Ratings are a relative indicator of recovery that
bondholders would receive in the event of default.  Recovery
Ratings are applied to issuers with an Issuer Default Rating of
'B+' and below.


USG CORP: Completes Payment to Asbestos Personal Injury Trust
-------------------------------------------------------------
USG Corporation states that it has no further payment
obligations to a trust created and funded under Section 524(g)
of the U.S. Bankruptcy Code for the payment of all of the
present and future asbestos personal injury liabilities of the
company and its debtor-affiliates.

The Company's plan of reorganization confirmed in 2006 resolved
the Debtors' liability for all present and future asbestos
personal injury and related claims, according to the Company's
annual report filed with the U.S. Securities and Exchange
Commission on Feb. 15, 2008.

Under the Plan, the Company created and funded the trust. In
2006, the Company made payments totaling $3.95 billion to the
asbestos personal injury trust.

The asbestos personal injury trust is administered by
independent trustees appointed under the Plan.  The Asbestos
Trust will pay qualifying asbestos personal injury and related
claims against the Debtors pursuant to trust distribution
procedures that are part of the confirmed Plan.

A key component of the Company's Plan is the channeling
injunction which provides that all present and future
asbestos personal injury claims against the debtors must be
brought against the trust and no one may bring such a claim
against the Debtors.

This channeling injunction applies to all present and future
asbestos personal injury claims for which any Debtor is alleged
to be liable, including any asbestos personal injury claims
against U.S. Gypsum, L&W Supply or Beadex, as well as any
asbestos personal injury claims against the Debtors relating to
A.P. Green Refractories Co., which was formerly one of the
Company's subsidiaries.

The Company's Plan and the channeling injunction do not apply to
any of its non-U.S. subsidiaries, any companies it acquired
during its reorganization proceedings, or any companies that it
acquired or may acquire after its emergence from reorganization.

(USG Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                      About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--    
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                     *     *     *
               
As reported in the Troubled Company Reporter on Feb. 29, 2008,
Moody's Investors Service downgraded the debt ratings of USG to
Ba2 reflecting the ongoing pressure on the company's financial
performance caused by the sharp contraction in the new home
construction market.  At the same time a corporate family rating
of Ba2 and a speculative grade rating of SGL-2 were assigned.  The
ratings outlook is negative.

As reported by the TCR on Feb. 1, 2008, USG reported fourth
quarter 2007 net sales of $1.2 billion and a net loss of
$28 million.


USG CORP: Pays $40M for Property Damage Settlements in 2007
-----------------------------------------------------------
USG Corporation made total payments of about $40,000,000 in 2007
for asbestos property damage settlements, according to the
Company's annual report filed with the U.S. Securities and
Exchange Commission on Feb. 15, 2008.

Asbestos property damage claims against the company were not
part of the Asbestos Trust or the channeling injunction.  The
Company's Plan of Reorganization provided that all settled or
otherwise resolved asbestos property damage claims that were
timely filed in its reorganization proceedings would be paid in
full.

During the Company's reorganization proceedings, the Court
established a deadline for filing asbestos property damage claims
against the Debtors.  About 1,400 asbestos property damage claims
were timely filed.  More than 950 of those claims were disallowed
or withdrawn.

In 2006 and 2007, the Company reached agreements to settle all
of the open asbestos property damage claims filed in its
reorganization proceedings.

In 2006, the Company made total payments of about $99,000,000 for
certain of those settlements.  Based on its evaluation of the
asbestos property damage settlements, the Company reversed
$44,000,000 of its reserve for asbestos-related claims in 2006.

The current estimate of the cost of the one remaining asbestos
property damage settlement that has not yet been paid, and
associated legal fees, is about $8,000,000 and is included in
accrued expenses and other liabilities on the consolidated
balance sheet as of December 31, 2007.

(USG Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                      About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--    
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                     *     *     *
               
As reported in the Troubled Company Reporter on Feb. 29, 2008,
Moody's Investors Service downgraded the debt ratings of USG to
Ba2 reflecting the ongoing pressure on the company's financial
performance caused by the sharp contraction in the new home
construction market.  At the same time a corporate family rating
of Ba2 and a speculative grade rating of SGL-2 were assigned.  The
ratings outlook is negative.

As reported by the TCR on Feb. 1, 2008, USG reported fourth
quarter 2007 net sales of $1.2 billion and a net loss of $28
million.


VILLA CASABLANCA: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Villa Casablanca, LLC
        6721 West 121st Street, Suite 121
        Overland Park, KS 66209
        Tel: (913) 469 1199

Bankruptcy Case No.: 08-20473

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: March 6, 2008

Court: District of Kansas (Kansas City)

Debtor's Counsel: Alan Jeffrey Misler, Esq.
                     (jmisler@mcdowellrice.com)
                  McDowell, Rice, Smith, Buchanan
                  605 West 47th Street, Suite 350
                  Kansas City, MO 64112-1905
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  http://www.mcdowellrice.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
DLR                            trade                 $87,863
7290 West 133rd Street
Overland Park, KS 66213

Cobb Cole                      trade                 $80,000
150 Magnolia
Daytona Beach, FL 32115

SE Cline Construction          trade                 $11,823
P.O. Box 354425
Palm Coast, FL 32114

PE Group                       trade                 $6,369

McMillen Land Surveying        trade                 $2,550

Paymayesh Engineering          trade                 $1,937

Old Florida Conservation       trade                 $1,600

Hayword Brown                  trade                 $992


VOLT INFO: Inks New Credit Agreement for $42M Unsecured Facility
----------------------------------------------------------------
Volt Information Sciences Inc. entered into a new Credit
Agreement, dated Feb. 28, 2007, with certain of its subsidiaries
as guarantors, financial institutions as lenders, Bank of America
N.A., as administrative agent, swing line lender and L/C issuer,
and JPMorgan Chase Bank N.A., as syndication agent.  The Credit
Agreement established a $42.0 million unsecured credit facility in
favor of the company, of which up to $15.0 million may be used for
letters of credit.

The Credit Agreement also provides the company with the right,
subject to certain terms and conditions contained in the Credit
Agreement, to increase the aggregate committed principal amount of
the Credit Facility by an additional $25.0 million, to
$67.0 million.  The financial institutions participating in the
Credit Facility include Bank of America, N.A., JPMorgan Chase
Bank, N.A., Wells Fargo Bank, National Association, and HSBC Bank
USA, National Association.

The Credit Agreement provides for the company to comply with three
specific financial covenants (a consolidated leverage ratio of not
more than 3.0 to 1.0; a consolidated interest coverage ratio of at
least 4.0 to 1.0; and a minimum consolidated tangible net worth
requirement of not less than $160 million, increasing by an amount
equal to 25.0% of the company's cumulative consolidated net
income, to the extent positive, for fiscal periods after the close
of the Borrower's 2007 fiscal year).

The Credit Agreement also contains a variety of other affirmative
and negative covenants.  

A full-text copy of the Credit Agreement, dated as of Feb. 28,
2008, is available for free at:

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

                     About Volt Information

Headquartered in New York City, Volt Information Sciences Inc.
(NYSE: VOL) --  http://www.volt.com/-- provides national Staffing    
Services and Telecommunications and Information Solutions with a
Fortune 100 customer base.  Operating through a network of over
300 Volt Services Group branch offices, the Staffing Services
segment fulfills IT and other technical, commercial and industrial
placement requirements of its customers, on both a temporary and
permanent basis.  The Telecommunications and Information Solutions
businesses, which include the Telecommunications Services,
Computer Systems and Telephone Directory segments, provide
complete telephone directory production and directory publishing;
a full spectrum of telecommunications construction, installation
and engineering services; and advanced information and operator
services systems for telephone companies.

                           *     *     *

Volt Information Sciences Inc. continues to carry Fitch Ratings'
'BB' issuer default rating rating, which was placed in June 2006.


VONAGE HOLDINGS: Reveals $1.4M Spending in Lobbying Activities
--------------------------------------------------------------
Associated Press reports that Internet phone company Vonage
Holdings Corp. spent nearly $1.4 million to lobby the federal
government in 2007.

The company reportedly revealed at its most recent disclosure of
its lobbying activities that it spent more than $601,000 in the
second half of the year lobbying on telecommunications competition
and consumer issues.  Associated Press obtained the information on
a disclosure form posted online Feb. 13 by the Senate's public
records office.

The report noted that Vonage settled litigation with Nortel
Networks in January.  Last year, it agreed to pay AT&T Inc. $39
million to settle a patent suit. Vonage also settled lawsuits with
Verizon Communications Inc. and Sprint Nextel Corp. for a total of
$200 million in 2007.

                      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.


VYTERIS INC: Receives $1,836,909 from Warrants Conversion
---------------------------------------------------------
Vyteris Inc. disclosed in a regulatory filing Tuesday, that on
Feb. 1, 2008, it temporarily reduced the exercise price of all of
its outstanding warrants to $.20 and sent notification to all of
its warrantholders to that effect.  As of Feb. 1, 2008, the
company had 57,973,807 warrants issued and outstanding.  On
Feb. 28, 2008, the company formally converted the warrants
submitted pursuant to the warrant conversion program.  

The total number of warrants converted was 9,184,547 with gross
proceeds of $1,836,909.  Therefore, as of Feb. 28, 2008,
48,789,260 of the remaining warrants eligible for conversion
remained issued and outstanding and reverted to their original
terms.  The company expects to record a non-cash expense in the
first quarter of 2008 related to this conversion.

                        About Vyteris Inc.

Based in Fair Lawn, N.J., Vyteris Inc. (OTC BB: VYHN.OB) --
http://www.vyteris.com/-- fka. Vyteris Holdings (Nevada) Inc., is  
the maker of the first active drug delivery patch to receive
marketing clearance from the U.S. Food and Drug Administration
(FDA).  Vyteris' proprietary active transdermal drug delivery
(iontophoresis) technology delivers drugs comfortably through the
skin using low-level electrical energy.  This active patch
technology allows precise dosing, giving physicians and patients
control in the rate, dosage and pattern of drug delivery that can
result in considerable therapeutic, economical, and lifestyle
advantages over existing methods of drug administration.  

                          *     *     *

Amper, Politziner & Mattia P.C., in Edison, N.J., expressed
substantial doubt about Vyteris Holdings (Nevada) Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's recurring losses
and dependence upon outside financing to fund operations.

Vyteris Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $9.8 million in total assets and $26.1 million in total
liabilities, resulting in a $16.3 million total stockholders'
deficit.


WACHOVIA BANK: S&P Puts Six Low-B Ratings on Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2005-C20 on
CreditWatch with negative implications.
     
S&P placed these ratings on CreditWatch negative due to concerns
about the fifth-largest loan, Macon & Burlington Mall Pool, which
is secured by the fee and leasehold interests in two cross-
collateralized and cross-defaulted regional malls.  The loan was
transferred to the special servicer, CWCapital Asset Management
LLC, on Feb. 28, 2008, due to imminent default.  Anchor and in-
line tenants at both properties have vacated in recent months,
causing occupancy and projected net cash flow to drop
significantly from previously reported levels.  The CreditWatch
negative placements will remain in effect while Standard & Poor's
monitors the loan workout process.
     
The Burlington Mall is a 419,194-sq.-ft. mall in Burlington, North
Carolina, with an allocated loan balance of $30.2 million.  The
property faces new competition from an upscale lifestyle property
that recently opened nearby.  Two anchors, J.C. Penney Co. (BBB-
/Stable/--) and Belk Inc., vacated the property at year-end 2007.   
The remaining anchor, Sears, Roebuck and Co. (BB/Stable/--),
leases 26% of the net rentable area, and its lease expires on
July 16, 2009.  Leases on 38% of the in-line space expire within
the next 18 months.  For the year ended Dec. 31, 2007, occupancy
was 53%, and Standard & Poor's adjusted NCF for this property is
down 68% from its level at issuance.
     
The Macon Mall is a 762,398-sq.-ft. mall in Macon, Georgia, with
an allocated loan balance of $108.3 million.  The Macon Mall also
faces new competition.  One of the two anchor tenants at the
property terminated its lease early in August 2007 and vacated the
property.  The master servicer, Wachovia Bank N.A., is currently
holding the $4.2 million lease termination fee in escrow.  The
operating covenant of one of the remaining anchor tenants, which
is not part of the collateral, has expired, and the anchor no
longer has any obligation to remain at the property.  If the
anchor vacates, it will trigger co-occupancy clauses in the leases
of the remaining tenants, which would allow them either to pay a
reduced rent or vacate the property.  For the year ended Dec. 31,
2007, the occupancy was 74%, and Standard & Poor's adjusted NCF
for this property is down 35% from its level at issuance.
     
Additionally, the borrower's equity interest in the property
secures a $17.4 million senior mezzanine loan and a $9.5 million
junior mezzanine loan.
     
To date, CWCapital has not ordered a new appraisal.  It is
possible that a new appraisal will result in an appraisal
reduction amount, which will cause appraisal subordinate
entitlement reduction shortfalls.  S&P will update or resolve the
CreditWatch negative placements as more details concerning the
workout process and property status become available.  

              Ratings Placed on CreditWatch Negative

             Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2005-C20

                       Rating
                       ------
       Class    To                 From    Credit enhancement
       -----    --                 ----    ------------------
       F        BBB+/Watch Neg     BBB+           6.00%
       G        BBB/Watch Neg      BBB            5.04%
       H        BBB-/Watch Neg     BBB-           3.82%
       J        BB+/Watch Neg      BB+            3.13%
       K        BB/Watch Neg       BB             2.73%
       L        BB-/Watch Neg      BB-            2.32%
       M        B+/Watch Neg       B+             2.04%
       N        B/Watch Neg        B              1.77%
       O        B-/Watch Neg       B-             1.50%


WALKUP FENCE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Walkup Fence, Inc.
        P.O. Box 25
        McIntosh, FL 32664

Bankruptcy Case No.: 08-01182

Chapter 11 Petition Date: March 5, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Lisa C Cohen, Esq.
                  Ruff & Cohen PA
                  4010 Newberry Road
                  Suite G
                  Gainesville, FL 32607
                  Tel: (352) 376-3601
                  Fax: (352) 378-1261
                  mcourtruff@bellsouth.net

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                 Nature of Claim          Claim Amount
   ------                 ---------------          ------------
Atlantic Coast Asphalt                                 $105,000
P.O. Drawer 40949
Jacksonville, FL
32203

Ranger Construction       Trade debt                    $95,000
Industries, Inc.
P.O. Box 15065
West Palm Beach, FL
33416

Mercantile Bank           Bank loan                     $48,036
P.O. Box 1440
Gainesville, FL
32602-1440

Perkins State Bank        Bank loan                     $38,388

Internal Revenue          Payroll tax                   $34,863

Merchant Metals           Trade debt                    $31,028

CitiFinancial Auto                                      $26,436
                                                 Collateral FMV
                                                        $22,000

Colonial Pacific          Trade debt                     $6,619

Hertz Equipment           Trade debt                     $6,482

Master Halco                                             $4,699

Financial Pacific                                        $4,840

B&M Wood Products, Inc.                                  $2,388

Days Inn Plant City                                      $2,200

GE Capital One CPLC                                      $2,172

Aruvil International, Inc.                               $1,399

Zambetti Steel                                             $966

Bobcat of North                                            $935


WELLS FARGO: S&P Junks Ratings on Certificates
----------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 18
classes of mortgage pass-through certificates from five Wells
Fargo Mortgage Backed Securities Trust transactions.  At the same
time, S&P lowered its ratings on 15 classes from nine different
Wells Fargo Mortgage Backed Securities Trust transactions.  S&P
removed two of the lowered ratings from CreditWatch with negative
implications.  

Concurrently, S&P placed the rating on an additional class on
CreditWatch negative.  Lastly, S&P affirmed its ratings on 846
other classes from various Wells Fargo Mortgage Backed Securities
Trusts and Wells Fargo Alternative Loan Trusts.
     
The raised ratings reflect a significant increase in credit
support percentages due to the rapid paydown of principal, the
shifting interest structure of the transactions, and minimal
losses.  Most of the upgraded deals have paid down to less than
37% of their original pool balances.  Cumulative realized losses
are very low for all of the upgraded series.  Total delinquencies
ranged from 0.00% (series 2002-1, and loan group 2 from series
2003-3) to 1.25% (series 2002-18) of the current pool balances.
     
The lowered ratings reflect the deterioration of available credit
support provided by the senior-subordinate structure of the
transactions.  Over the past six months, most of the downgraded
deals have experienced spikes in dollar amount of loans in their
delinquency pipelines, while realized losses have remained low.    
     
The affirmations are based on credit support percentages that are
sufficient to support the ratings at their current levels.   
Subordination provides credit enhancement for the affected
transactions.
     
The collateral backing the certificates consists of prime jumbo,
first-lien mortgage loans secured by one- to four-family
residential properties.
   
                          Ratings Raised

           Wells Fargo Mortgage Backed Securities Trust
                Mortgage pass-through certificates

                                        Rating
                                        ------
                   Series    Class    To      From
                   ------    -----    --      ----
                   2002-1    B-3      AAA     AA+
                   2003-1    I-B-3    AA-     A+    
                   2003-1    I-B-4    A-      BBB+
                   2003-1    I-B-5    BBB-    BB+
                   2003-1    II-B-3   AA      AA-    
                   2003-1    II-B-4   A+      A-
                   2003-1    II-B-5   BB-     B
                   2003-2    B-3      AA      A+
                   2003-2    B-4      A       BBB+
                   2003-2    B-5      BBB-    BB+
                   2003-3    II-B-1   AAA     AA+
                   2003-3    II-B-2   AA+     AA
                   2003-3    II-B-3   A+      A-
                   2003-3    II-B-4   BBB+    BBB-
                   2003-3    II-B-5   BB+     BB-
                   2003-7    B-1      AA+     AA
                   2003-7    B-2      AA-     A
                   2003-7    B-3      BBB+    BBB

                        Ratings Lowered

         Wells Fargo Mortgage Backed Securities Trust
             Mortgage pass-through certificates

                                        Rating
                                        ------
                   Series    Class    To      From
                   ------    -----    --      ----
                   2003-3    I-B-5    B-      B
                   2003-10   B-4      B       BB
                   2003-19   B-4      BB-     BB
                   2003-19   B-5      CCC     B
                   2003-E    B-5      CCC     B
                   2004-6    B-5      B-      B
                   2004-7    B-4      B-      BB
                   2004-I    B-4      BB      BB+
                   2004-I    B-5      CCC     B
                   2004-T    B-4      BB      BB+
                   2004-T    B-5      CCC     B
                   2004-U    B-4      B+      BB
                   2004-U    B-5      CCC     B
   
       Ratings Lowered and Removed From CreditWatch Negative
   
           Wells Fargo Mortgage Backed Securities Trust
                Mortgage pass-through certificates

                                       Rating
                                       ------
          Series     Class       To                From
          ------     -----       --                ----
          2003-10    B-5         CCC               B/Watch Neg
          2004-7     B-5         CCC               B/Watch Neg
  

               Rating Placed on CreditWatch Negative
   
            Wells Fargo Mortgage Backed Securities Trust
                 Mortgage pass-through certificates

                                        Rating
                                       ------
          Series     Class       To                From
          ------     -----       --                ----
          2003-10    B-3         BBB/Watch Neg     BBB       
   
                         Ratings Affirmed
   
               Wells Fargo Alternative Loan Trust
        Mortgage asset backed-pass-through certificates

   Series    Class                                        Rating
   ------    -----                                        ------
   2002-1    I-A-1,A-PO                                   AAA

           Wells Fargo Mortgage Backed Securities Trust
                Mortgage pass-through certificates

   Series    Class                                        Rating
   ------    -----                                        ------
   2002-1    A-2,A-PO,B-1,B-2                             AAA
   2002-18   I-A-1,I-A-2,I-A-16,I-A-17,II-A-4,II-A-5      AAA
   2002-18   II-A-18,II-A-WIO,A-PO,B-1,B-2                AAA
   2002-18   B-3                                          AA+
   2002-20   A-4,A-5,A-PO,B-1,B-2                         AAA
   2002-20   B-3                                          AA+
   2002-22   I-A-9,I-A-12,II-A-4,II-A-10,II-A-PO          AAA
   2002-22   I-A-WIO,II-A-WIO,B-1,B-2,B-3                 AAA
   2003-1    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
   2003-1    I-A-8,I-A-9,I-A-10,II-A-7,II-A-8,II-A-9      AAA  
   2003-1    A-PO,I-B-1,II-B-1                            AAA    
   2003-1    I-B-2,II-B-2                                 AA+
   2003-2    A-3,A-4,A-6,A-7,A-8,A-9,A-10,A-11,A-PO,B-1   AAA         
   2003-2    B-2                                          AA+
   2003-3    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
   2003-3    I-A-8,I-A-9,I-A-10,I-A-11,I-A-12,I-A-13      AAA
   2003-3    I-A-14,I-A-15,I-A-16,I-A-17,I-A-18,I-A-19    AAA
   2003-3    I-A-20,I-A-21,I-A-22,I-A-23,I-A-24,I-B-1     AAA  
   2003-3    II-A-1,A-PO                                  AAA
   2003-3    I-B-2                                        AA
   2003-3    I-B-3                                        A-
   2003-3    I-B-4                                        BB+
   2003-6    I-A-1,I-A-PO,II-A-1,II-A-2,II-A-3,II-A-PO    AAA
   2003-6    B-1                                          AA+
   2003-6    B-2                                          A+
   2003-6    B-3                                          BBB+
   2003-6    B-4                                          BB+
   2003-6    B-5                                          B
   2003-7    A-1,A-2,A-3,A-4,A-PO                         AAA
   2003-7    B-4                                          BB
   2003-7    B-5                                          B
   2003-8    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-9,A-PO         AAA
   2003-8    B-1                                          AA
   2003-8    B-2                                          A
   2003-8    B-3                                          BBB
   2003-8    B-4                                          BB
   2003-8    B-5                                          B
   2003-9    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
   2003-9    I-A-8,I-A-9,I-A-10,I-A-11,I-A-12,I-A-13      AAA
   2003-9    I-A-14,I-A-15,I-A-16,A-PO,II-A-1             AAA
   2003-10   A-1,A-2,A-3,A-4,A-PO                         AAA
   2003-10   B-1                                          AA
   2003-10   B-2                                          A
   2003-11   I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-8    AAA
   2003-11   I-A-9,I-A-10,I-A-11,I-A-12,I-A-13,I-A-PO     AAA
   2003-11   II-A-1,II-A-PO                               AAA
   2003-11   B-1                                          AA
   2003-11   B-2                                          A
   2003-11   B-3                                          BBB
   2003-11   B-4                                          BB
   2003-11   B-5                                          B
   2003-12   A-1,A-2,A-3,A-PO                             AAA
   2003-12   B-1                                          AA
   2003-12   B-2                                          A
   2003-12   B-3                                          BBB
   2003-12   B-4                                          BB
   2003-12   B-5                                          B
   2003-13   A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-PO             AAA
   2003-13   B-1                                          AA
   2003-13   B-2                                          A
   2003-13   B-3                                          BBB
   2003-13   B-4                                          BB
   2003-13   B-5                                          B
   2003-14   I-A-1,I-A-2,I-A-3,I-A-4,II-A-1,II-A-2,A-PO   AAA
   2003-14   B-1                                          AA
   2003-14   B-2                                          A
   2003-14   B-3                                          BBB
   2003-14   B-4                                          BB
   2003-14   B-5                                          B
   2003-15   I-A-1,I-A-2,I-A-3,II-A-1,A-PO                AAA
   2003-15   B-1                                          AA
   2003-15   B-2                                          A
   2003-15   B-3                                          BBB
   2003-15   B-4                                          BB
   2003-15   B-5                                          B
   2003-16   I-A-1,II-A-1,II-A-2,II-A-3,II-A-4,II-A-IO    AAA
   2003-16   III-A-1,III-A-2,A-PO                         AAA
   2003-16   B-1                                          AA
   2003-16   B-2                                          A
   2003-16   B-3                                          BBB
   2003-16   B-4                                          BB
   2003-16   B-5                                          B
   2003-17   I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
   2003-17   I-A-8,I-A-9,I-A-10,I-A-11,I-A-12,I-A-13      AAA
   2003-17   I-A-14,I-A-IO,II-A-1,II-A-2,II-A-3,II-A-4    AAA
   2003-17   II-A-5,II-A-6,II-A-7,II-A-8,II-A-9,II-A-10   AAA
   2003-17   II-A-11,A-PO                                 AAA
   2003-17   B-1                                          AA
   2003-17   B-2                                          A
   2003-17   B-3                                          BBB
   2003-17   B-4                                          BB
   2003-17   B-5                                          B
   2003-18   A-1,A-2,A-3,A-4,A-5,A-PO,A-R                 AAA
   2003-18   B-1                                          AA
   2003-18   B-2                                          A
   2003-18   B-3                                          BBB
   2003-18   B-4                                          BB
   2003-18   B-5                                          B
   2003-19   A-1,A-2,A-3,A-4,A-PO                         AAA
   2003-19   B-1                                          AA
   2003-19   B-2                                          A
   2003-19   B-3                                          BBB
   2003-A    A-5,A-6,A-7,B-1                              AAA
   2003-A    B-2                                          AA+
   2003-A    B-3                                          A+
   2003-A    B-4                                          BBB+
   2003-A    B-5                                          BB-
   2003-C    A-4,A-5,A-6,A-7,A-8,A-9,B-1                  AAA  
   2003-C    B-2                                          AA
   2003-C    B-3                                          A+
   2003-C    B-4                                          BBB
   2003-C    B-5                                          BB
   2003-D    A-1,B-1                                      AAA
   2003-D    B-2                                          AA
   2003-D    B-3                                          A
   2003-D    B-4                                          BBB-
   2003-D    B-5                                          B+
   2003-E    A-1,A-2,A-3,A-4,A-WIO                        AAA
   2003-E    B-1                                          AA+
   2003-E    B-2                                          A+
   2003-E    B-3                                          BBB
   2003-E    B-4                                          BB
   2003-F    A-1                                          AAA
   2003-F    B-1                                          AA+
   2003-F    B-2                                          A
   2003-F    B-3                                          BBB+
   2003-F    B-4                                          BB
   2003-F    B-5                                          B
   2003-G    A-1,A-IO                                     AAA
   2003-G    B-1                                          AA
   2003-G    B-2                                          A
   2003-G    B-3                                          BBB
   2003-G    B-4                                          BB
   2003-G    B-5                                          B
   2003-H    A-1                                          AAA
   2003-H    B-1                                          AA
   2003-H    B-2                                          A
   2003-H    B-3                                          BBB
   2003-H    B-4                                          BB
   2003-H    B-5                                          B
   2003-J    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-7          AAA
   2003-J    I-A-8,I-A-9,I-A-10,I-A-11,I-A-12             AAA
   2003-J    II-A-1,II-A-2,II-A-3,II-A-4,II-A-5,II-A-6    AAA
   2003-J    II-A-7,III-A-1,III-A-2,III-A-3               AAA
   2003-J    IV-A-1,IV-A-2,IV-A-3,V-A-1                   AAA
   2003-J    B-1                                          AA
   2003-J    B-2                                          A
   2003-J    B-3                                          BBB
   2003-J    B-4                                          BB
   2003-J    B-5                                          B
   2003-K    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5                AAA
   2003-K    II-A-1,II-A-2,II-A-3,II-A-4,II-A-5,II-A-6    AAA
   2003-K    II-A-7,III-A-1,III-A-2,III-A-3,III-A-4       AAA
   2003-K    IV-A-1                                       AAA
   2003-K    B-1                                          AA
   2003-K    B-2                                          A
   2003-K    B-3                                          BBB
   2003-K    B-4                                          BB
   2003-K    B-5                                          B
   2003-L    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,II-A-1         AAA
   2003-L    B-1                                          AA
   2003-L    B-2                                          A
   2003-L    B-3                                          BBB
   2003-L    B-4                                          BB
   2003-L    B-5                                          B
   2003-M    A-1,A-2,A-3                                  AAA
   2003-M    B-1                                          AA
   2003-M    B-2                                          A
   2003-M    B-3                                          BBB
   2003-M    B-4                                          BB
   2003-M    B-5                                          B
   2003-N    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6          AAA
   2003-N    I-A-R,I-A-LR,II-A-1,II-A-2,II-A-3,II-A-4     AAA
   2003-N    III-A-1,III-A-2,III-A-3,III-A-4              AAA
   2003-N    B-1                                          AA
   2003-N    B-2                                          A
   2003-N    B-3                                          BBB
   2003-N    B-4                                          BB
   2003-N    B-5                                          B
   2003-O    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6          AAA
   2003-O    I-A-7,I-A-8,I-A-9,I-A-10,I-A-11              AAA
   2003-O    II-A-1,II-A-2,II-A-3,III-A-1,III-A-2         AAA
   2003-O    III-A-3,IV-A-1,IV-A-2,V-A-1                  AAA
   2003-O    B-1                                          AA
   2003-O    B-2                                          A
   2003-O    B-3                                          BBB
   2003-O    B-4                                          BB
   2003-O    B-5                                          B
   2004-1    A-1,A-2,*A-3,A-4,A-5,A-6,A-7,A-8,A-9         AAA
   2004-1    A-10,A-11,A-12,A-13,A-14,A-15,A-16,A-17      AAA
   2004-1    A-18,A-19,A-20,A-21,A-22,A-23,A-24,A-25      AAA
   2004-1    A-26,A-27,A-28,A-29,A-30,A-31,A-32,A-33      AAA
   2004-1    A-34,A-35,A-36,A-37,A-39,A-PO,A-WIO          AAA
   2004-1    B-1                                          AA
   2004-1    B-2                                          A
   2004-1    B-3                                          BBB
   2004-1    B-4                                          BB
   2004-1    B-5                                          B
   2004-2    A-1,A-PO                                     AAA
   2004-2    B-1                                          AA
   2004-2    B-2                                          A
   2004-2    B-3                                          BBB
   2004-2    B-4                                          BB
   2004-2    B-5                                          B
   2004-3    A-1,A-PO                                     AAA
   2004-3    B-1                                          AA
   2004-3    B-2                                          A
   2004-3    B-3                                          BBB
   2004-3    B-4                                          BB
   2004-3    B-5                                          B
   2004-5    I-A-1,I-A-PO,II-A-1,II-A-R,II-A-LR,II-A-PO   AAA
   2004-5    B-1                                          AA
   2004-5    B-2                                          A
   2004-5    B-3                                          BBB
   2004-5    B-4                                          BB
   2004-5    B-5                                          B
   2004-6    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9,A-10     AAA
   2004-6    A-11,A-12,A-13,A-14,A-15,A-16,A-PO,A-R       AAA
   2004-6    B-1                                          AA
   2004-6    B-2                                          A
   2004-6    B-3                                          BBB
   2004-6    B-4                                          BB
   2004-7    I-A-1,I-A-IO,I-A-R,I-A-LR,II-A-1,II-A-2,A-PO AAA
   2004-7    B-1                                          AA
   2004-7    B-2                                          A
   2004-7    B-3                                          BBB
   2004-8    A-1,A-2,A-3,A-4,A-5,A-6,A-R,A-PO             AAA
   2004-8    B-1                                          AA
   2004-8    B-2                                          A
   2004-8    B-3                                          BBB
   2004-8    B-4                                          BB
   2004-8    B-5                                          B
   2004-A    A-1                                          AAA
   2004-A    B-1                                          AA
   2004-A    B-2                                          A
   2004-A    B-3                                          BBB
   2004-A    B-4                                          BB
   2004-A    B-5                                          B
   2004-B    A-1                                          AAA
   2004-B    B-1                                          AA
   2004-B    B-2                                          A
   2004-B    B-3                                          BBB
   2004-B    B-4                                          BB
   2004-B    B-5                                          B
   2004-C    A-1                                          AAA
   2004-C    B-1                                          AA
   2004-C    B-2                                          A
   2004-C    B-3                                          BBB
   2004-C    B-4                                          BB
   2004-C    B-5                                          B
   2004-CC   A-1,A-R                                      AAA
   2004-CC   B-1                                          AA
   2004-CC   B-2                                          A
   2004-CC   B-3                                          BBB
   2004-CC   B-4                                          BB
   2004-CC   B-5                                          B
   2004-D    A-1,A-2,A-IO                                 AAA
   2004-D    B-1                                          AA
   2004-D    B-2                                          A
   2004-D    B-3                                          BBB
   2004-D    B-4                                          BB
   2004-D    B-5                                          B
   2004-E    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9          AAA
   2004-E    A-10,A-11                                    AAA
   2004-E    B-1                                          AA
   2004-E    B-2                                          A
   2004-E    B-3                                          BBB
   2004-E    B-4                                          BB
   2004-E    B-5                                          B
   2004-EE   I-A-1,II-A-1,II-A-2,II-A-3,II-A-R,II-A-LR    AAA
   2004-EE   III-A-1,III-A-2,III-A-3                      AAA
   2004-EE   B-1                                          AA
   2004-EE   B-2                                          A
   2004-EE   B-3                                          BBB
   2004-EE   B-4                                          BB
   2004-EE   B-5                                          B
   2004-F    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9          AAA
   2004-F    A-10,A-11                                    AAA
   2004-F    B-1                                          AA
   2004-F    B-2                                          A
   2004-F    B-3                                          BBB
   2004-F    B-4                                          BB
   2004-F    B-5                                          B
   2004-G    A-1,A-2,A-3,A-4                              AAA
   2004-G    B-1                                          AA
   2004-G    B-2                                          A
   2004-G    B-3                                          BBB
   2004-G    B-4                                          BB
   2004-G    B-5                                          B
   2004-H    A-1,A-2                                      AAA
   2004-H    B-1                                          AA
   2004-H    B-2                                          A
   2004-H    B-3                                          BBB
   2004-H    B-4                                          BB
   2004-H    B-5                                          B
   2004-I    I-A-1,I-A-2,II-A-1,II-A-R,II-A-LR            AAA
   2004-I    B-1                                          AA+
   2004-I    B-2                                          A+
   2004-I    B-3                                          BBB+
   2004-J    A-1,A-R                                      AAA
   2004-J    B-1                                          AA
   2004-J    B-2                                          A
   2004-J    B-3                                          BBB
   2004-J    B-4                                          BB
   2004-J    B-5                                          B
   2004-K    I-A-1,I-A-2,I-A-3,II-A-1,II-A-2              AAA
   2004-K    II-A-3,II-A-4,II-A-5,II-A-6,II-A-7           AAA
   2004-K    II-A-8,II-9,II-A-10,II-A-11,II-A-12          AAA
   2004-K    B-1                                          AA
   2004-K    B-2                                          A
   2004-K    B-3                                          BBB
   2004-K    B-4                                          BB
   2004-K    B-5                                          B
   2004-L    A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9,A-R          AAA
   2004-L    B-1                                          AA
   2004-L    B-2                                          A
   2004-L    B-3                                          BBB
   2004-L    B-4                                          BB
   2004-L    B-5                                          B
   2004-M    A-1,A-3,A-4,A-5,A-6,A-7,A-8,A-R,A-LR         AAA
   2004-M    B-1                                          AA
   2004-M    B-2                                          A
   2004-M    B-3                                          BBB
   2004-M    B-4                                          BB
   2004-M    B-5                                          B
   2004-N    A-3,A-4,A-5,A-6,A-7,A-8,A-9,A-R,A-LR         AAA
   2004-N    A-R,A-LR                                     AAA
   2004-N    B-1                                          AA
   2004-N    B-2                                          A
   2004-N    B-3                                          BBB
   2004-N    B-4                                          BB
   2004-N    B-5                                          B
   2004-O    A-1,A-R                                      AAA
   2004-O    B-1                                          AA
   2004-O    B-2                                          A
   2004-O    B-3                                          BBB
   2004-O    B-4                                          BB
   2004-O    B-5                                          B
   2004-P    I-A-1,II-A-1,II-A-R,II-A-LR                  AAA
   2004-P    B-1                                          AA
   2004-P    B-2                                          A
   2004-P    B-3                                          BBB
   2004-P    B-4                                          BB
   2004-P    B-5                                          B
   2004-Q    I-A-1,I-A-2,I-A-3,II-A-1,II-A-2              AAA
   2004-Q    B-1                                          AA
   2004-Q    B-2                                          A
   2004-Q    B-3                                          BBB
   2004-Q    B-4                                          BB
   2004-Q    B-5                                          B
   2004-R    I-A-1,I-A-2,II-A-1,II-A-R,II-A-LR            AAA
   2004-R    B-1                                          AA
   2004-R    B-2                                          A
   2004-R    B-3                                          BBB
   2004-R    B-4                                          BB
   2004-R    B-5                                          B
   2004-S    A-1,A-3,A-4,A-5,A-6,A-7,A-R                  AAA
   2004-S    B-1                                          AA
   2004-S    B-2                                          A
   2004-S    B-3                                          BBB
   2004-S    B-4                                          BB
   2004-S    B-5                                          B
   2004-T    A-1,A-R                                      AAA
   2004-T    B-1                                          AA
   2004-T    B-2                                          A+
   2004-T    B-3                                          BBB+
   2004-U    A-1,A-R                                      AAA
   2004-U    B-1                                          AA+
   2004-U    B-2                                          A+
   2004-U    B-3                                          BBB+
   2004-V    I-A-1,I-A-2,I-A-3,I-A-R,I-A-LR,II-A-1        AAA
   2004-V    B-1                                          AA
   2004-V    B-2                                          A
   2004-v    B-3                                          BBB
   2004-V    B-4                                          BB
   2004-V    B-5                                          B
   2004-X    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-R,         AAA
   2004-X    I-A-LR,II-A-1,II-A-2                         AAA
   2004-X    B-1                                          AA
   2004-X    B-2                                          A
   2004-X    B-3                                          BBB
   2004-X    B-4                                          BB
   2004-X    B-5                                          B
   2004-Y    I-A-1,I-A-2,I-A-3,II-A-1III-A-1              AAA
   2004-Y    III-A-2,III-A-3,III-A-4,III-A-5              AAA
   2004-Y    B-1                                          AA
   2004-Y    B-2                                          A
   2004-Y    B-3                                          BBB
   2004-Y    B-4                                          BB
   2004-Y    B-5                                          B
   2004-Z    I-A-1,I-A-2,II-A-1,II-A-2,II-A-IO,II-A-R     AAA
   2004-Z    B-1                                          AA
   2004-Z    B-2                                          A
   2004-Z    B-3                                          BBB


WILLIAM OWEN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: William S. Owen
         Barbara J. Owen
         dba Owen Snow & Ice Removal Service
         12251 Central Park
         Mt. Juliet, TN 37122

Bankruptcy Case No.: 08-01886

Chapter 11 Petition Date: March 5, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Keith M Lundin

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Stevelefkovitz@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 Million

Debtors' list of their 12 Largest Unsecured Creditors:

   Entity                 Nature of Claim          Claim Amount
   ------                 ---------------          ------------
Chase                     credit card                   $14,487
Chase CC Srvs/Attn:
Bankruptcy Department
P.O. Box 100018
Kennesaw, GA 30156

HSBC/GECC                 credit card                   $11,971
HSBC Card Srvs Attn:
Bankruptcy
P.O. Box 5213
Carol Stream, IL 60197

Capital 1 Bank            credit card                    $3,063
Attn: C/O TSYS Debt
Management
P.O. Box 5155
Norcross, GA 30091

Wilson Co Trustee         various property taxes         $2,200

Citibank USA              charge account                   $400

BP/Chase                  credit card                      $255

Watertown City Rcrdr                                       $164

Sears/Citibank            charge account                   $159

Target                    credit card                       $73

Shell Oil/Citibank        credit card                       $52

Exxon Mobile/Citi         credit card                       $51

Lowes/MBGA                charge account                    $23


* S&P Downgrades Ratings on 23 Classes From Four 2005 RMBS Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
classes of securities from four different residential mortgage-
backed securities transactions issued in 2005.
     
The lowered ratings reflect the collateral performance of the
underlying pools as of the February 2008 remittance period.  While
these deals are 28 to 33 months seasoned, they have incurred
substantial losses since issuance and continue to follow this
trend.  Current and projected credit support levels are no longer
sufficient at the previous rating categories.  As of the February
2008 remittance period, cumulative losses ranged from 1.81%
(Fremont Home Loan Trust 2005-B) to 3.36% (Aegis Asset Backed
Securities Trust 2005-3) of the original pool balances.

Serious delinquencies (90-plus days, foreclosures, and REOs) have
also increased more than 50% for each deal since the March 2007
remittance period.  Serious delinquencies ranged from 34% to 36%
of the current pool balances for the four transactions.

Overcollateralization (O/C) had eroded for Aegis Asset Backed
Securities Trust Mortgage Pass Through Certificates Series 2005-4
and is below target for the other three transactions.  As of the
latest remittance, three deals are failing their delinquency and
cumulative loss triggers, but Fremont Home Loan Trust 2005-B is
passing its cumulative loss trigger.
     
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

                          2005-CB6 Trust

                                        Rating
                                        ------
                Class             To             From
                -----             --             ----
                M-5               A              AA-
                M-6               BBB-           A+
                B-1               BB-            A
                B-2               B              A-
                B-3               B-             BBB+
                B-4               CCC            BBB
                B-5               CCC            BBB-

             Aegis Asset Backed Securities Trust 2005-3

                                         Rating
                                         ------
                Class             To             From
                -----             --             ----
                M5                BBB+           A
                M6                BB             A-
                B1                B              BBB+
                B2                B-             BBB
                B3                CCC            BBB-

            Aegis Asset Backed Securities Trust Mortgage
               Pass Through Certificates Series 2005-4

                                        Rating
                                        ------
                Class             To             From
                -----             --             ----
                M5                BBB-           AA-
                M6                B+             A+
                B1                B              A+
                B2                B-             A
                B3                CCC            BBB+
                B4                CCC            BBB
                B5                CCC            BBB-
                B6                CCC            B

                    Fremont Home Loan Trust 2005-B

                                         Rating
                                         ------
                Class             To             From
                -----             --             ----
                M9                BBB-           BBB
                M10               B              BB+
                M11               CCC            B    


* Fitch Says US Auto-Loan ABS Performance Has Improved Slightly
---------------------------------------------------------------
U.S. auto-loan ABS performance exhibited slight improvement last
month in line with normal seasonal patterns, according to Fitch
Ratings.  Prime and subprime 60+ days or more delinquencies
exhibited improvements in February compared to January, while
annualized net losses rose further but at a slower pace compared
to previous months.

'Despite weaker overall performance beginning in the second half
of last year and into 2008, auto ABS ratings have remained stable
to positive because the loss rates have remained within Fitch's
original expectations,' Said Hylton Heard, a Director in Fitch's
ABS group.  'Though Fitch expects the pace of auto ABS upgrades to
slow, Fitch also does not anticipate a significant increase in
downgrades.'

In the prime sector, Fitch's prime 60+ days delinquency index
posted the first monthly improvement since October 2007, dropping
2.6% to 0.75% in February versus January.  Delinquencies remain
25% higher through February compared to the same period in 2007.  
Prime annualized net losses were 1.33% in February rising nearly
4% over January.  Despite the slowdown in the index in February,
ANL were 34% higher versus 2007 levels.

Subprime 60+ days delinquencies dropped to 3.74% in February
versus January, a 7% decline.  February's delinquency rate was 40%
higher than in the same period in 2007.  ANL were at 8.54% in
February, virtually unchanged versus January's level.  The ANL
rate in February was 30% higher versus February 2007.

Fitch's indexes total approximately $67 billion of prime and
subprime auto ABS transactions, of which 64%, or $43 billion,
comprises of prime auto-loan transactions while the remaining
$24 billion represents subprime transactions.

Ratings of subprime auto ABS transactions have been affected by
Fitch's downgrades of certain financial guarantors who provide
insurance policies on these transactions.  This has resulted in
Fitch downgrading 14 subprime auto-loan and six rental-car
transactions in the past six months.

While incoming tax refunds and rebates may mute delinquency and
loss rates in the short term, macroeconomic conditions impacting
consumers combined with a softer used vehicle market will continue
to pressure loss frequency and severity, and ultimately net loss
rates.


* Fitch Says Corp. Finance Rtng. Activity Shows Increased Stress
----------------------------------------------------------------
Global corporate finance rating activity continues to show
increased signs of stress thus far in 2008 after turning negative
in the second-half of 2007 under the weight of rapidly
deteriorating housing market conditions, according to a Fitch
Ratings review, which also points to further credit weakness for
the remainder of the year.

'What began as a series of financial market events has begun to
take a toll on credit conditions in the broader economy,' said
William May, Senior Director, Fitch Credit Market Research 'This
evolving story is reflected in corporate rating activity, which
illustrates the expanding nature of the credit crisis.'

Globally, the downgrade to upgrade ratio was 0.4 for the full year
2006 and then rose steadily over the first three quarters of 2007
before hitting 0.9:1.0 in fourth-quarter 2007.  In Western Europe
and North America the downgrade to upgrade ratio for the full year
2006 was 0.5:1.0 and 0.8:1.0, respectively, before rising to 1:1
in both regions for the full year 2007. For the 4Q'07, the
downgrade to upgrade ratio in Western Europe and North America was
3:1 and 1.1:1, respectively.

'Through the first two months of 2008, Fitch's global rating
activity indicates further deterioration in credit quality as
downgrades exceeded upgrades by a ratio of 1.6:1', said Charlotte
Needham, Senior Director, Fitch Credit Market Research.  This
decline was driven largely by activity in North America and
Western Europe where the downgrade to upgrade ratios through
February were 5.5:1 and 2:1, respectively.

The most significant deterioration between 1H'07 and 2H'07 credit
quality occurred in the financial sector as the ratio of global
downgrades to upgrades among financial institutions rose to 0.9:1
in 4Q'07, up from 0.4:1 in the 3Q'07 and 0.3:1 for 1H'07.

The effects of the credit market meltdown continued to exact a
toll on North American and Western European financial firms in
early 2008.  Through February, the downgrade to upgrade ratio
among North American and Western European financial institutions
was 3.7:1 and 2.3:1, respectively.

While financial institutions bore the brunt of the sub-prime
related credit market meltdown in the latter half of 2007, ratings
deterioration in late 2007 and early 2008 extended into the
industrial sector as well.  In the first two months of 2008, there
were a total of 35 downgrades among North American industrials
versus only 4 upgrades (a ratio of 8.8:1).

Looking ahead, the majority of Fitch's Rating Outlooks remain
Stable.  However, the mix of Negative to Positive Rating Outlooks
across industrial and financial credits in some regions - North
America in particular - indicates the likelihood of meaningful
deterioration in 2008.  At the end of February 2008, for example,
20% of ratings on U.S. banks and financial institutions had a
Negative Outlook, versus only 12% with a Positive Outlook.

Across U.S. industrials, the mix of Negative to Positive Rating
Outlooks was also negatively skewed but more balanced at 11%
versus 8%, respectively.  However, within some sectors, notably
the building and construction industry and the basic materials
industry, the Rating Outlook mix was more heavily tilted towards
Negative.


* Fitch Notes Rapid Deterioration in US Housing Market Conditions
-----------------------------------------------------------------
Conditions in the U.S. housing market have deteriorated rapidly in
the last several months according to Fitch Ratings, which has
initiated an extensive review of Alternative-A transactions
originated between 2005 and 2007.

The review encompasses 417 Alt-A RMBS transactions, with an
outstanding balance of approximately $160 billion.  The RMBS under
review have been placed on Rating Watch Negative.  Fitch will
release updated ratings for each deal as reviews are completed
through the course of March and April.  Fitch's review will first
focus on the $10 billion of subordinate Alt-A RMBS which face
substantial pressure from rising mortgage defaults.  Fitch will
subsequently analyze the 'AAA' rated securities which are better
protected against default and loss in the mortgage pools.  Fitch
anticipates that its rating review of these securities will be
substantively completed by April 30, 2008.

'Accelerating home price declines partly due to the recent
dramatic contraction in the non-agency mortgage origination and
securitization markets has been the primary catalyst of the Alt-A
performance downturn,' said Managing Director and RMBS co-head
Glenn Costello.  'This development has effectively eliminated the
option to sell or refinance a home for many borrowers.'

Serious delinquency levels for these Alt-A vintages have been
rising rapidly in recent months.  For the 2006 vintage, FRM
transactions average 60+ day delinquencies have reached 6.4% for
Fitch-rated deals and 8.6% for the market as a whole.  For the
2006 vintage adjustable-rate mortgages, Fitch-rated 60+ day
delinquencies are 9.6%.  The market's delinquencies are 13.6%.   
While it should be noted that these delinquencies are much lower
than those for subprime mortgages (2006 60+ day of 27%), they are
substantially higher than historical Alt-A levels, which for
Fitch-rated transactions averaged around 1%-2%.  Fitch has been
evaluating each of the rated deals since issuance and has taken
rating actions on subordinate Alt-A classes from 199 2005-2007
transactions, reflecting the declining collateral performance.   
The review is a continuation of the on-going monitoring process.

Fitch's RMBS analysis is based on a forecasted real home price
decline of approximately 25% from peak home prices in 2006.  As in
the subprime market, although to a lesser degree, the willingness
of Alt-A borrowers with high Loan-to-Value mortgages to 'walk
away' from mortgage debt has contributed to high levels of early
default.  As Fitch has described in recent subprime RMBS
commentary, this behavior appears to be largely attributable to
the use of high risk mortgage products such as 'piggy-back' second
liens and stated-income documentation programs, which in many
instances were poorly underwritten and susceptible to
borrower/broker fraud.  While Alt-A mortgage pools represent a
broad range of borrower and loan characteristics, these risk
factors are present in many Alt-A transactions.

Alt-A mortgage transactions are generally separated into two
groups: those backed by ARMs and those backed by fixed-rate
mortgages.  Fitch's review encompasses 138 ARM and 279 FRM deals.  
Of the ARM deals, 21 are backed by pools of Pay-Option ARMS, the
remainder are backed by hybrid ARMs.  The distribution of
transactions by vintage is 92 from 2005, 164 from 2006, and 161
from 2007.

Positive factors that could influence Alt-A default and loss rates
include declining interest rates and the recently enacted stimulus
package.  The combination of these factors should lead to greater
liquidity in the mortgage market and help to limit additional home
price declines.

Preliminary revised estimates of the lifetime expected loss for
Fitch-rated Alt-A FRM, as a percentage of original balance, are 1%
for the 2005 vintage, 2.9% for the 2006 vintage and 3.4% for the
2007 vintage pools.  These estimates reflect the very high
delinquency rates currently being experienced, combined with
expectations of continued stress due to declining home prices.  
Initial 'B' rating average loss expectations for fixed-rate
transactions ranged from 0.3% in 2005 to 0.45 in 2007.  For hybrid
ARM pools, the loss estimates are 1.5% for 2005, 3.1% for 2006 and
4.1% for 2007.  Initial 'B' rating average loss expectations for
Fitch-rated hybrid ARMS ranged, from 0.4% in 2005 to 0.65% in
2007.  These expectations were based on the historical performance
of Alt-A quality mortgages.

Investment grade ratings reflect credit enhancement designed to
withstand substantial multiples to the 'B' expectation.  Despite
this protection, losses at the projected levels will put
substantial pressure on subordinate classes, and will also put
pressure on senior classes, most notably for the later 2006 and
2007 transactions.  Fitch notes that many senior securities have
structural features that provide significant protection against
loss, and analysis of these features will be incorporated in
Fitch's review.  Fitch also recognizes that there are a number of
risk factors at work, and that there remains considerable
potential variance in the long term outcome.  Fitch will be
providing additional research and commentary on methodology for
recent vintage Alt-A RMBS as part of the review process.

Fitch has received requests to rate resecuritizations backed by
classes from existing Alt-A RMBS deals.  Fitch will not analyze
proposed resecuritizations backed by Alt-A RMBS classes until the
review is completed.


* Moody's Comments on ABCP Program, Financial Guarantors Ratings
----------------------------------------------------------------
The rating implications of downgrades among the financial
guarantors for asset-backed commercial paper (ABCP) programs will
be assessed on a conduit-by-conduit basis, says Moody's Investors
Service in a new report titled "ABCP and Financial Guarantors."  
In general, subject to appropriate liquidity, financial
institutions such as financial guarantors with ratings in the A3-
to-Aaa range can support Prime-1 short-term ratings on ABCP
conduits.

Financial guarantors may support an ABCP program in three ways,
Moody's explains in the report, each with different rating
implications.

First, there are a few ABCP programs that are fully supported by a
surety bond from a financial guarantor.  Most fully-supported
conduits also rely on means of support other than the financial
guaranty, such as letters of credit or unconditional liquidity
facilities, the majority of which are provided by the program
sponsors.

Second, in some programs, surety bonds from financial guarantors
provide all or part of the program credit enhancement.  Program-
wide credit enhancement works as a secondary loss protection for
investors, drawn on only after the first loss protection on each
transaction is exhausted.

Third, some conduits fund assets that are wrapped by surety bonds.   
The financial guarantor bears the risk that insufficient
collections on assets will not fully reimburse the funding
provided by the conduits.  Moody's will therefore look initially
to the rating of the financial guarantor to determine whether the
transaction or the security is consistent with the rating of the
conduit.

"In all these cases, while the financial guarantor provides credit
support, payment is fronted by some form of Prime-1 liquidity
facility to ensure the timely payment of ABCP, as none of the
surety providers have short-term ratings," says Moody's Robin Liu,
author of the report.

Ratings on ABCP programs depend on both the credit quality of the
underlying assets and also that of the support providers, in
addition to the rating of the liquidity provider.  For a conduit
to have a Prime-1 rating, the liquidity providers must be a Prime-
1 short-term rating.  The financial guarantors do not have short-
term ratings and are not the liquidity providers.


* Moody's Says American, European Bond Protection Level Differs
---------------------------------------------------------------
A comprehensive survey of investment-grade and high-yield bond
covenants reveals significant regional differences in investor
protection, says Moody's Investors Service.  North American
investment-grade bonds generally boast stronger bond covenants
than do their European counterparts, while European high-yield
bond indentures often offer investors greater protection than the
North American versions.

"The transatlantic divide manifests itself in wide-ranging ways,"
says Moody's Vice-President Alexander Dill.  "But most intriguing
is how covenant quality migrates to the European side of the
Atlantic once one enters the high-yield space."

Moody's analysis shows some striking differences in the level of
covenant protection in North American and European investment-
grade bonds.  For example, US and Canadian investment-grade bonds
typically have stand-alone covenant restrictions on mergers or
asset sales, secured debt incurrence (negative pledge or
limitation on liens) as well as sale or leaseback transactions.

In contrast, says Moody's, while the negative pledger or
limitation on liens (secured debt incurrence) covenant is usually
present in European investment-grade bonds, the mergers or asset
sales and sale or leaseback covenants are only infrequently
included in issuance documentation.

"The only exception appears to be change of control provisions,"
says Dill.  Both regions have increasingly included change of
control put options, and by 2007 they were present in over half of
the North American and European bonds assessed by Moody's.

On the flip side, the high-yield protections often absent from Ba-
rated North American bonds are more likely to be found in high-
yield European bonds throughout the speculative-grade space, notes
Dill.

These include important restrictions on borrowers' actions, such
as limitations on restricted payments, incurrence of indebtedness
and subsidiary borrowings and non-ordinary course asset
dispositions.  "Moreover, where these high-yield covenants are
prevalent in both regions--in bonds rated single-B and below--the
European bond covenants were generally stronger than in North
America," says Dill.

The key eight covenants identified by Moody's which protect
against event risk and de-capitalization and which may be present
in a covenant package are: restricted payments, change of control,
merger restrictions, restrictions on asset sales, limitation on
debt incurrence, negative pledge or limitation on liens,
limitation on sale or leaseback transactions and limitation on
subsidiary borrowing.

Moody's evaluated over 350 individual covenant packages on 760
bonds issued from 1998 through 2007 for the study, Moody's first
comprehensive analysis of regional differences in covenants across
a number of rating categories.

Moody's introduced its Covenant Quality Assessment research
service in 2006 to provide investors with an informed opinion of
covenant quality in response to increasing concerns about event
risk and the absence of meaningful covenant protections in bond
indentures.  The service covers both existing bonds and bonds
being marketed prior to pricing.  The covenant service now covers
over 900 debt securities.


* Moody's Says ARS Issuers Could Avoid Credit Impact of Disruption
------------------------------------------------------------------
A large majority of public finance issuers currently participating
in the auction rate securities (ARS) markets will be able to deal
with the current disruptions without ratings implications provided
that the market disruptions are not protracted, according to a new
report from Moody's Investors Service.  However, issuers with
limited cash flows or narrow coverage who are unable to
restructure their auction rate debt may face liquidity challenges
which could impact ratings.

"The primary effect on public finance issuers of current
conditions in the ARS market is increased interest expense," said
Moody's Vice President William Fitzpatrick, author of the report.   
"Existing interest rate hedges often are not effective in
offsetting these increases."

The potential for negative rating implications in the municipal
sector due to ARS disruption was initially highlighted by Moody's
in a February 20 report as the orderly functioning of the market
as a whole became threatened by an absence of liquidity.  The
rating agency's latest report focuses exclusively on the public
finance portion of the market, some $165.5 billion dollars or
roughly 7% of the estimated $2.4 trillion public finance market.

"In contrast to variable-rate demand obligations, which are
municipal obligations that carry tender rights and are usually
supported by an external liquidity facility, holders of auction
bonds do not have a legal right to tender their bonds at par,"
explained Fitzpatrick.  "However, investors often treated them as
cash equivalents, partly because of the long- standing practice of
broker-dealers entering bids in auctions at levels sufficient to
clear the market, even though they had no obligation do so."

He said the market for municipal ARS began to experience increases
in average interest rate spreads in December as tightening credit
markets caused investors to become increasingly concerned about
the absence of tender rights.  In some cases, concerns about
monoline bond insurers contributed to pressure as investors sought
to sell all insured bonds, including auction rate bonds.

"Importantly, auction failures may occur despite the fact that the
credit quality of the issuer remains strong," said Fitzpatrick

When an auction 'fails' -- buy orders fall below a stated maximum
rate needed to cover sell orders -- bond owners continue to hold
the instruments as interest rates reset according to a formula set
forth in the issue's legal documents.  Although the failed auction
rates vary widely, some failures have led to dramatic increases in
interest rates.

"While additional auctions may fail in coming weeks, additional
buyers may emerge and a new equilibrium found, albeit at a reduced
volume and with higher interest rate spreads," said Fitzpatrick.   
"Many issuers are also looking to convert their ARS to either
fixed-rate bonds or alternative forms of floating rate securities
such as variable rate demand obligations."

He said the issuers face a number of challenges in converting to
other modes, including technical tax issues, high levels of demand
for additional liquidity support, and, in some cases, the need to
unwind related interest rate swap agreements.


* Global Default Rate Reaches 1.3% in February, Moody's Reports
---------------------------------------------------------------
Moody's global speculative-grade default rate reached 1.3% at the
end of February, from 1.1% in January, Moody's Investors Service
reported.  A year ago, the global speculative-grade default rate
was 1.7%.

"February is the third consecutive month in which the speculative-
grade default rate has now increased," says Moody's Director of
Corporate Default Research Kenneth Emery.  In February 2007, the
global spec-grade default rate was at 1.6%.

Moody's default rate forecasting model now predicts that the
global speculative-grade default rate will rise sharply to 5.4 %
by the end of this year.  It is expected to increase further to
6.1% a year from now.

"The higher forecast this month reflects higher assumed paths for
the US unemployment rate and high yield spread," says Emery.  Last
month, the model's 2008 year-end forecast was 4.6%.

"Some factors which are not captured by the forecasting model
suggest that the rise in default rates in 2008 may be more modest
than projected by the Credit Transition Model," adds Emery, "In
particular, re-funding risks are low given the prevalence of
recent re-financing activity that entailed the issuance of long-
maturity bank debt, often with weak maintenance covenants.   
Additionally, corporate liquidity measures appear to be strong
relative to historical periods of sharply increasing default
rates."

Across industries, Moody's default rate forecasting model
indicates that the Construction & Building sector will be the most
troubled industry among U.S. issuers over the next 12 months.

Moody's speculative-grade corporate distress index- which measures
the percentage of rated issuers that have debt trading at
distressed levels- marked a record new high since November 2002,
rising to 21.7% in February from 18.9% in January.  The index has
been increasing sharply since last summer when it had been
fluctuating in the 2.0% range.

A total of four Moody's-rated corporate issuers defaulted in
February.  Of the four defaulters, three were by U.S. issuers and
the fourth was domiciled in Canada.

Measured on a dollar volume basis, the global speculative-grade
bond default rate remained unchanged at 0.7% in February.  A year
ago, the global dollar-weighted bond default rate was 1.2%.

Among U.S. speculative-grade issuers, the dollar-weighted bond
default rate ended at 0.8% in February, also unchanged from
January's level.  At this time last year, the U.S. dollar-weighted
bond default rate stood at 1.1%.

In the leveraged loan market, three Moody's-rated loan issuers
defaulted in January, all domiciled in the U.S.  The trailing 12
month U.S. leveraged loan default rate rose to 1.2% in February
from 0.8% in January.


* S&P Downgrades 69 Tranches' Ratings From 14 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 69
tranches from 14 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 61 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on 10 tranches and removed them from
CreditWatch negative.
     
The downgraded tranches have a total issuance amount of
$3.902 billion.  Twelve of the 14 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.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,287 tranches from 557 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, 1,165 ratings from 285 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $178.147 billion of CDO issuance.  
Additionally, S&P's ratings on $172.261 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
   -----------                -----        --      ----
888 Tactical Fund Ltd.        A1           CCC-    AAA/Watch Neg       
888 Tactical Fund Ltd.        A2           CC      AA+/Watch Neg     
888 Tactical Fund Ltd.        A3           CC      BBB+/Watch Neg   
888 Tactical Fund Ltd.        A4           CC      BB-/Watch Neg       
888 Tactical Fund Ltd.        S            CCC     AAA/Watch Neg
Ayresome CDO I Ltd.           A-2          AA      AAA/Watch Neg       
Ayresome CDO I Ltd.           A-3          AA      AAA/Watch Neg    
Ayresome CDO I Ltd.           B            A-      AA/Watch Neg       
Ayresome CDO I Ltd.           C            BBB+    A/Watch Neg       
Ayresome CDO I Ltd.           Combo secs   BB      BBB-/Watch Neg      
Ayresome CDO I Ltd.           D            BB+     BBB/Watch Neg      
Capmark VI Ltd.               C            BBB     BBB/Watch Neg    
Capmark VI Ltd.               Income notes BB+     BB+/Watch Neg    
Commodore CDO III Ltd.        B            BBB+    AA              
Commodore CDO III Ltd.        C-1          BB      BBB/Watch Neg   
Commodore CDO III Ltd.        C-2          BB      BBB/Watch Neg    
Duke Funding VIII Ltd         A-3F         BBB+    A-/Watch Neg     
Duke Funding VIII Ltd         A-3V         BBB+    A-/Watch Neg    
Duke Funding VIII Ltd         B            BBB-    BBB/Watch Neg    
Duke Funding VIII Ltd         Comb sec 3   BBB-    BBB/Watch Neg    
Duke Funding VIII Ltd         Sub nts      B-      BB-/Watch Neg  
Duke Funding VIII Ltd.        Comb sec 1   BBB-    BBB-/Watch Neg  
Duke Funding VIII Ltd.        Comb sec 2   BBB     BBB/Watch Neg   
Dunhill ABS CDO Ltd           A-2          AA      AAA             
Dunhill ABS CDO Ltd           B            BBB     AA             
Dunhill ABS CDO Ltd           C            B+      BBB/Watch Neg    
G-Star 2004-4 Ltd.            C-1-A        BBB     BBB/Watch Neg  
G-Star 2004-4 Ltd.            C-1-B        BBB     BBB/Watch Neg   
G-Star 2004-4 Ltd.            Pref share   BB      BB/Watch Neg     
Halcyon Securitized Products  A-1a         A-      AAA/Watch Neg
  Investors ABS CDO II Ltd                                     
Halcyon Securitized Products  A-1b         BB-     AAA/Watch Neg        
  Investors ABS CDO II Ltd
Halcyon Securitized Products  A-2          CCC+    AAA/Watch Neg    
  Investors ABS CDO II Ltd
Halcyon Securitized Products  B            CCC     AA/Watch Neg     
  Investors ABS CDO II Ltd
Halcyon Securitized Products  C            CCC-    A/Watch Neg        
  Investors ABS CDO II Ltd
Halcyon Securitized Products  D-1          CC      BBB/Watch Neg
  Investors ABS CDO II Ltd
Halcyon Securitized Products  D-2          CC      BBB-/Watch Neg   
  Investors ABS CDO II Ltd
Halcyon Securitized Products  E            CC      BB+/Watch
Neg         
  Investors ABS CDO II Ltd
Inman Square Funding II Ltd.  I            AAA     AAA/Watch Neg    
Inman Square Funding II Ltd.  II           AA-     AA/Watch Neg      
Inman Square Funding II Ltd.  III-fltg     BBB+    A/Watch Neg       
Inman Square Funding II Ltd.  III-fxd      BBB+    A/Watch Neg        
Inman Square Funding II Ltd.  IV           BBB-    BBB/Watch Neg   
Inman Square Funding II Ltd.  V            BB-     BB+/Watch Neg    
Ischus Mezzanine CDO IV Ltd.  A-1          BBB-    AAA/Watch Neg     
Ischus Mezzanine CDO IV Ltd.  A-2          B       AA+/Watch Neg        
Ischus Mezzanine CDO IV Ltd.  A-3          CCC+    A-/Watch Neg       
Ischus Mezzanine CDO IV Ltd.  B            CC      CCC+/Watch Neg    
Ischus Mezzanine
  CDO IV Ltd.                 SprSrSwap   A+srs   AAAsrs/Watch Neg     
Ischus Mezzanine CDO IV Ltd.  X            AAA     AAA/Watch Neg       
IXIS ABS CDO 1 Ltd.           A-1LB        AA      AAA              
IXIS ABS CDO 1 Ltd.           A-2L         A-      AA            
IXIS ABS CDO 1 Ltd.           A-3L         BBB-    A/Watch Neg      
IXIS ABS CDO 1 Ltd.           B-1L         BB+     BBB/Watch Neg    
IXIS ABS CDO 1 Ltd.           B-2L         BB-     BB+/Watch Neg       
Long Hill 2006-1 Ltd.         A1           AA      AAA/Watch Neg   
Long Hill 2006-1 Ltd.         A2           BB      A/Watch Neg       
Long Hill 2006-1 Ltd.         A3           CCC+    BBB-/Watch Neg      
Long Hill 2006-1 Ltd.         B            CC      BB-/Watch Neg    
Long Hill 2006-1 Ltd.         C            CC      B+/Watch Neg    
Long Hill 2006-1 Ltd.         Combo nts    CC      CCC+/Watch Neg      
Long Hill 2006-1 Ltd.         S2T          AA+     AAA/Watch Neg    
Long Hill 2006-1 Ltd.         S1VF         AAA     AAA/Watch Neg     
Mars CDO I Ltd.               A-1          B       AAA             
Mars CDO I Ltd.               A-2          CC      AAA/Watch Neg  
Mars CDO I Ltd.               A-3          CC      AAA/Watch Neg   
Mars CDO I Ltd.               B            CC      AA/Watch Neg   
Mars CDO I Ltd.               C            CC      AA-/Watch Neg   
Mars CDO I Ltd.               D            CC      A/Watch Neg    
Mars CDO I Ltd.               F            CC      BBB/Watch Neg    
Neptune CDO III Ltd.          A-2          A+      AAA/Watch Neg      
Neptune CDO III Ltd.          A-3          BBB+    AA/Watch Neg     
Neptune CDO III Ltd.          B            BBB-    A/Watch Neg     
Neptune CDO III Ltd.          C            B+      BB+/Watch Neg    
South Coast Funding II Ltd.   A-2          BBB+    AA/Watch Neg     
South Coast Funding II Ltd.   A-3          B-      B/Watch Neg          
Vertical ABS CDO 2005-1 Ltd.  A-2          AA+     AAA          
Vertical ABS CDO 2005-1 Ltd.  B            A-      AA           
Vertical ABS CDO 2005-1 Ltd.  C            BBB     A/Watch Neg  
Vertical ABS CDO 2005-1 Ltd.  D            BB-     BBB/Watch
Neg         

                     Other Outstanding Ratings

        Transaction                   Class           Rating      
        -----------                   -----           ------       
        888 Tactical Fund Ltd.        B               CC
        888 Tactical Fund Ltd.        C               CC
        Ayresome CDO I Ltd.           A-1a            AAA
        Ayresome CDO I Ltd.           A-1b            AAA
        Capmark VI Ltd.               A-1             AAA
        Capmark VI Ltd.               A-2             AA
        Capmark VI Ltd.               B               A-
        Capmark VI Ltd.               Cred facility   AAA
        Commodore CDO III Ltd.        A-1A            AAA
        Commodore CDO III Ltd.        A-1B            AAA
        Commodore CDO III Ltd.        A-1C            AAA
        Commodore CDO III Ltd.        A-2             AAA
        Duke Funding VIII Ltd         A-1J            AAA
        Duke Funding VIII Ltd         A-1S            AAA
        Duke Funding VIII Ltd         A-2             AA
        Dunhill ABS CDO Ltd           A-1NV           AAA
        Dunhill ABS CDO Ltd           A-1VA           AAA
        Dunhill ABS CDO Ltd           A-1VB           AAA
        G-Star 2004-4 Ltd.            A-1             AAA
        G-Star 2004-4 Ltd.            A-2-A           AA
        G-Star 2004-4 Ltd.            A-2-B           AA
        G-Star 2004-4 Ltd.            B               A-
        Ischus Mezzanine CDO IV Ltd   C               CC
        Ischus Mezzanine CDO IV Ltd   D               CC
        IXIS ABS CDO 1 Ltd.           X               AAA
        Neptune CDO III Ltd           A-1             AAA
        Neptune CDO III Ltd           S               AAA
        South Coast Funding II Ltd.   A-1             AAA
        Vertical ABS CDO 2005-1 Ltd.  A-1             AAA
        Vertical ABS CDO 2005-1 Ltd.  Combo Sec       AAA


* S&P Puts Ratings on 115 Classes of NIMS on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 115
classes of U.S. net interest margin securities (NIMS) from 56
transactions backed by U.S. first-lien Alternative-A mortgage
securities on CreditWatch with negative implications.  The
CreditWatch actions follow the Feb. 29, 2008, placements of the
ratings on the underlying securities on CreditWatch with negative
implications.

Alt-A loans are first-lien residential mortgages that generally
conform with traditional "prime" credit guidelines.  However, the
loan-to-value ratio, loan documentation, occupancy status,
property type, or other factors prevent these loans from
qualifying under standard underwriting programs for prime jumbo
and prime-quality conforming loans.  This review includes
transactions backed by payment option ARM (adjustable-rate
mortgage) residential mortgage loans, which have, as a subgroup of
Alt-A, exhibited lower severe delinquency rates and have greater
credit protection than the average for the entire Alt-A sector.

The primary source of payments to the associated NIMS is the
difference between the interest payments collected on the
mortgages in the underlying transaction(s) and the interest owed
to the related RMBS, together with prepayment penalties and
potential payments from derivative contracts.  The current levels
of delinquencies and losses occurring in the Alt-A mortgage market
have significantly reduced the levels of excess interest available
to some of the NIMS.

This CreditWatch actions affect a total of 56 U.S. Alt-A RMBS NIMS
transactions.  The 115 Alt-A NIMS classes with ratings placed on
CreditWatch have a current balance of approximately $501 million,
which represents roughly 44% of their approximate $1,145 million
original balance.

The CreditWatch actions on these 115 classes of U.S. Alt-A RMBS
NIMS are spread across the various rating categories:

Rating      No. of           Orig. cert.     percentage of total
category    Watch actions    bal.            actions by bal.
--------    -------------    -----------     -------------------
AA          1                10,585,000           0.92%
A+          1                14,000,000           1.22%
A           8                152,045,286         13.28%
A-          9                254,961,000         22.26%
BBB         11               50,780,000           4.43%
BBB-        25               307,760,000         26.88%
BB          34               204,678,900         17.87%
BB-         4                25,161,000           2.20%
B           20               113,159,000          9.88%
B-          2                12,021,000           1.05%

                  Impact On ABCP, SIVs, And CDOs

Standard & Poor's has performed a global review of its rated
asset-backed commercial paper conduits with exposure to the U.S.
NIMS classes with ratings placed on CreditWatch negative.  S&P's
review shows that this CreditWatch actions do not adversely affect
the ratings on these ABCP conduits.

Standard & Poor's has also completed a review of all the
structured investment vehicle and SIV-lite structures it rates
with regard to exposure to U.S. NIMS classes with ratings placed
on CreditWatch.  In S&P's view, no rated SIV or SIV-lite structure
has exposure to the affected U.S. NIMS classes, and therefore this
CreditWatch actions do not adversely affect S&P's ratings on SIVs
and SIV-lites.

Standard & Poor's has also completed its global review of the
collateralized debt obligation transactions it rates with regard
to exposure to the U.S. NIMS classes with ratings placed on
CreditWatch.  S&P's review shows that this CreditWatch actions
will have no impact on the ratings on S&P's publicly rated CDO
transactions.

It is possible that the ratings on classes not included in this
CreditWatch action could be adversely affected at the conclusion
of S&P's analysis.

             Ratings Placed on CreditWatch Negative

            Banc of America Fdg Corp. 2006-NIM1 Trust

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-NIM1    Notes               B/Watch Neg    B

                       CMO Holdings II Ltd.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-16      IV-A-3              BB-/Watch Neg  BB-
         2006-16      IV-A-4              B-/Watch Neg   B-
         2006-9       A-3                 BB/Watch Neg   BB

                       CMO Holdings III Ltd.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-19      I-A-2               BBB/Watch Neg  BBB
         2006-19      I-A-3               BB/Watch Neg   BB
         2006-19      I-A-4               B/Watch Neg    B
         2006-20      IV-A-2              BBB/Watch Neg  BBB
         2006-20      II-A-4              BB/Watch Neg   BB
         2006-20      IV-A-3              BB/Watch Neg   BB
         2006-20      V-A-3               BB/Watch Neg   BB
         2006-20      IV-A-4              B/Watch Neg    B
         2006-20      V-A-4               B/Watch Neg    B
         2006-22      II-A-4              BB/Watch Neg   BB
         2006-24      I-A-1               A/Watch Neg    A
         2006-24      VIII-A-1            A/Watch Neg    A
         2006-24      I-A-2               BBB/Watch Neg  BBB
         2006-24      II-A-2              BBB/Watch Neg  BBB
         2006-24      IX-A-2              BBB/Watch Neg  BBB
         2006-24      VIII-A-2            BBB/Watch Neg  BBB
         2006-24      I-A-3               BB/Watch Neg   BB
         2006-24      II-A-3              BB/Watch Neg   BB
         2006-24      IX-A-3              BB/Watch Neg   BB
         2006-24      VI-A-3              BB/Watch Neg   BB
         2006-24      VIII-A-3            BB/Watch Neg   BB
         2006-24      I-A-4               B/Watch Neg    B
         2006-24      II-A-4              B/Watch Neg    B
         2006-24      IX-A-4              B/Watch Neg    B
         2006-24      VI-A-4              B/Watch Neg    B
         2006-24      VIII-A-4            B/Watch Neg    B
         2007-N2      II-A-1              A/Watch Neg    A
         2007-N2      II-A-2              BBB/Watch Neg  BBB
         2007-N2      VII-A-1             BBB/Watch Neg  BBB
         2007-N2      II-A-3              BB/Watch Neg   BB
         2007-N2      III-A-3             BB/Watch Neg   BB
         2007-N2      V-A-3               BB/Watch Neg   BB
         2007-N2      II-A-4              B/Watch Neg    B
         2007-N2      III-A-4             B/Watch Neg    B
         2007-N2      V-A-4               B/Watch Neg    B
         2007-N3      II-A-2              BBB/Watch Neg  BBB
         2007-N3      I-A-3               BB/Watch Neg   BB
         2007-N3      II-A-3              BB/Watch Neg   BB
         2007-N3      I-A-4               B/Watch Neg    B
         2007-N3      II-A-4              B/Watch Neg    B

                 Countrywide Alternative Loan Trust

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-OC7N    Notes               BB-/Watch Neg  BB-
         2006-OC8N    Notes               BBB-/Watch Neg BBB-

                         Countrywide CWALT

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-OA11N   N-2                 BBB-/Watch Neg BBB-
         2006-OA11N   N-3                 BB/Watch Neg   BB
         2006-OA16N   N-2                 BBB-/Watch Neg BBB-
         2006-OA16N   N-3                 BB/Watch Neg   BB
         2006-OA18N   N-2                 BBB-/Watch Neg BBB-
         2006-OA18N   N-3                 BB/Watch Neg   BB
         2006-OA6N    N-2 Notes           BBB-/Watch Neg BBB-
         2006-OA6N    N-3 Notes           BB/Watch Neg   BB
         2007-AH1N    N-1                 A-/Watch Neg   A-
         2007-AH1N    N-2                 BBB-/Watch Neg BBB-
         2007-AH1N    N-3                 BB/Watch Neg   BB

                    Countrywide Home Loan Trust

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-12N     Notes               BBB-/Watch Neg BBB-
         2006-IM1N    Notes               A-/Watch Neg   A-

             Credit Suisse NIMs Trust RALI 2007-QO1 NIM1

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2007-QO1 NIM1   A Notes           A-/Watch Neg   A-
         2007-QO1 NIM1   B Notes           BBB-/Watch Neg BBB-

                DBARN Net Interest Margin 2007-AR1N

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2007-AR1N    N-1                 A-/Watch Neg   A-
         2007-AR1N    N-2                 BBB-/Watch Neg BBB-
         2007-AR1N    N-3                 BB/Watch Neg   BB

                       DSLA NIM CI-2 Corp.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-1       N-3 Notes           BB/Watch Neg   BB

                               GSAA

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-NIM3    N2                  BB/Watch Neg   BB
         2006-NIM6    N2                  B-/Watch Neg   B-
         2006-NIM8    N1                  A/Watch Neg    A
         2006-NIM8    N2                  BB/Watch Neg   BB
         2007-NIM1    N1                  A/Watch Neg    A
         2007-NIM1    N2                  BBB-/Watch Neg BBB-
         2007-NIM4    N1                  A/Watch Neg    A
         2007-NIM4    N2                  BBB-/Watch Neg BBB-

                     GSAA Home Equity Trust

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-NIM5    N1                  A/Watch Neg    A
         2007-NIM3    Notes               A/Watch Neg    A

                   Harborview NIM CI-1 Corp.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-BU1     N-3 Notes           BB/Watch Neg   BB

                       Impac NIM Trust

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2007-1       N                   BBB-/Watch Neg BBB-
         2007-1       N                   BBB-/Watch Neg BBB-
         2007-3       N                   BBB-/Watch Neg BBB-

                    IndyMac INDX NIM CI-1 Corp.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-AR6     N-1                 A-/Watch Neg   A-
         2006-AR6     N-2                 BBB-/Watch Neg BBB-
         2006-AR6     N-3                 BB/Watch Neg   BB

                   Lehman XS NIM 1 Co. 2006-10N

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-10N     A-1                 A-/Watch Neg   A-
         2006-10N     A-2                 BBB-/Watch Neg BBB-
         2006-10N     A-3                 BB/Watch Neg   BB

                     Lehman XS NIM Co. 2006-9

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-9       A                   B/Watch Neg    B

                   Lehman XS NIM Co. 2006-AR8

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-AR8     A-2 Notes           BBB-/Watch Neg BBB-
         2006-AR8     A-3 Notes           BB-/Watch Neg  BB-
         2006-AR8     A-4 Notes           B/Watch Neg    B

                   MASTR Alternative Loan NIM

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-2       N-1 Notes           BBB-/Watch Neg BBB-
         2006-6       S-1                 B/Watch Neg    B
         2006-6       S-2                 B/Watch Neg    B
         2007-HF1     A                   AA/Watch Neg   AA

                  MLMI Cayman NIM 2006-OA1 Ltd.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-OA1     N2                  BBB-/Watch Neg BBB-
         2006-OA1     N3                  BB-/Watch Neg  BB-

                         NAAC NIM 2006-AR4

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-AR4     N1                  BB/Watch Neg   BB

                     NAAC Trust NIM 2006-AR3

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-AR3     Notes               BBB-/Watch Neg BBB-

                         Opteum NIM Trust

                                               Rating
                                               ------
         Series                 Class     To             From
         ------                 -----     --             ----
      Opteum NIM Trust 2006-1   N         BBB-/Watch Neg BBB-
      Opteum NIM Trust 2006-2   N         BBB-/Watch Neg BBB-
    
                      Ownit 2006-1NIM Trust

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-1NIM    Notes               A-/Watch Neg   A-

             PHHAM Net Interest Margin Trust 2007-1N

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2007-1N      Notes               BBB/Watch Neg  BBB

                      RALI 2006-QA7 NIMS Ltd.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         A            NIM Note                BB/Watch Neg   BB

                      RALI 2006-QA8 NIMS Ltd.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         A            NIM Note            BB/Watch Neg   BB

                        RALI NIM CI-1 Corp.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-QO4     N-1 Notes           A-/Watch Neg   A-
         2006-QO4     N-2 Notes           BBB-/Watch Neg BBB-
         2006-QO4     N-3 Notes           BB/Watch Neg   BB

             Sharps SP I LLC Net Interest Margin Trust

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2006-AR2N    Notes               A-/Watch Neg   A-
         2006-AR4N    N-2                 BB/Watch Neg   BB
         2006-AR4N    N-3                 B/Watch Neg    B
         2006-AR5N    N-1                 BB/Watch Neg   BB
         2006-AR5N    N-2                 B/Watch Neg    B
         2006-CW1N    Notes               A+/Watch Neg   A+

                        Terwin Cayman NIM Ltd.

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         TMTS 2006-7  N                   BBB-/Watch Neg BBB-
         2006-9       N                   BBB/Watch Neg  BBB
         2007-2       N-2 Notes           BBB-/Watch Neg BBB-


* Jean L'Homme Joins Proskauer Rose as Banking & Finance Partner
----------------------------------------------------------------
Jean L'Homme, Esq., an experienced banking and finance lawyer, has
joined Proskauer Rose LLP as a partner in Paris.

Mr. L'Homme has particular experience in financial services
regulatory matters and project finance.  He regularly advises  
major investment and commercial banks, hedge funds, insurance
companies, and investment service providers on regulatory issues
affecting their businesses and transactions both in France and
internationally, well as governments and governmental agencies
around the world on the financing of infrastructure projects,
including many of the recent, high-profile projects in France and
North Africa.

"We are extremely excited to add Jean to our corporate practice
and integrate his significant capabilities into our international
platform, which encompasses a growing range of transactional, fund
formation, financing, and regulatory work across Europe and around
the world," Yasmine Tarasewicz, head of Proskauer's Paris office,"
said.  "His presence will enable us to continue our international
expansion and demonstrates our continued ability to attract the
region's top legal talent."

Mr. L'Homme is the latest addition to Proskauer's Paris-based
corporate practice, which recently welcomed one of Europe's most
prominent groups of private equity lawyers, led by Daniel Schmidt
and Olivier Dumas.  The firm also disclosed the continued
expansion of its new London office with the addition of William
Yonge, an experienced securities regulation and funds lawyer, who
joined as partner.

Mr. L'Homme joins Proskauer from the Paris office of Freshfields
Bruckhaus Deringer, where he was head of the firm's Finance and
Regulatory/Financial Services groups.  He received his Business
and Tax Law degree from University of Paris II and is also a
graduate of the University of La Reunion.

Proskauer's Paris office provides legal advice to businesses and
entities in France, the European Union.  Its core practices
include: general corporate transactions such as mergers and
acquisitions, private equity, corporate restructurings, and joint
ventures; commercial law including competition law matters,
distribution, and licensing; labor law, with a particular emphasis
on large corporate reorganizations and litigation; tax including
international taxation of companies and individuals, tax
structuring of corporate transactions and investment funds, and
personal tax planning; and commercial litigation including
appearances before various French courts and international
arbitration tribunals and acting as "instructing solicitor" in
cases before courts and jurisdictions in which the firm is not
admitted.

                  About Proskauer Rose

Headquartered in New York City, Proskauer Rose LLP --
http://www.proskauer.com/-- is a law firm that provides a
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans, Paris
and Sao Paulo.  Founded in 1875, the firm has experience in all
areas of practice important to businesses and individuals,
including corporate finance, mergers and acquisitions, general
commercial litigation, private equity and fund formation, patent
and intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
internet, lodging and gaming, manufacturing, media and
communications, real estate investment, pharmaceuticals, sports,
and transportation.  The firm has more than 750 lawyers.


* Proskauer Rose Admits Jennifer A. Camacho as Partner in Boston
----------------------------------------------------------------
Jennifer A. Camacho, an experienced biotechnology and intellectual
property lawyer, has joined Proskauer Rose LLP as a partner in
Boston.

Ms. Camacho joins Proskauer from Codon Devices Inc., an
international biotechnology company headquartered in Cambridge,
Massachusetts, where she was chief patent counsel and vice
president of intellectual property.  Ms. Camacho will be a key
member of the firm's Patent Law and Life Sciences practice groups.

"Jennifer's broad experience both as a lawyer and an important
contributor to the strategic direction of one of New England's
cutting-edge biotechnology companies will be invaluable to us as
we continue to expand our nationwide intellectual property
capabilities," Steven M. Ellis, partner and head of Proskauer's
Boston office, said.  "She brings to the table deep, real-company
experience that will be a highly-leveragable asset to our rapidly-
growing life sciences client base."

At Codon Devices, a company in the field of synthetic biology,
Ms. Camacho was responsible for the strategic development and
implementation of the company's intellectual property portfolio.

In addition, Ms. Camacho worked closely with the company's
research and development group, structuring third-party
collaborative relationships and providing intellectual property
guidance in connection with the company's product development
initiatives across a wide variety of market applications.  As a
member of Codon Devices' executive management team, Ms. Camacho
also provided cross-functional, hands-on general counsel
throughout the organization.

Prior to joining Codon, Ms. Camacho was an associate in
Proskauer's Patent Practice Group.  She received her J.D. from
Boston College Law School and her B.S. in Cell and Structural
Biology from the University of Illinois.  In addition, she served
as a research assistant in molecular biology and genetic
engineering at Harvard University and the University of Illinois.

Ms. Camacho is the latest addition to Proskauer's Boston office,
which was named the area's fastest-growing law firm office by
Boston Business Journal for the third consecutive year.  The
firm's Life Sciences Practice Group works with companies and
organizations at all stages, with a client roster that includes
venture-backed companies and top universities in addition to many
of the world's largest pharmaceutical, medical device,
biotechnology, and healthcare services companies.

The firm's Patent Practice Group forms a significant part of the
firm's Intellectual Property Group and includes over 60 lawyers
who specialize in patent and technology-related litigation, patent
counseling, licensing and technology transfer, and patent
procurement.

                  About Proskauer Rose

Headquartered in New York City, Proskauer Rose LLP --
http://www.proskauer.com/-- is a law firm that provides a
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans, Paris
and Sao Paulo.  Founded in 1875, the firm has experience in all
areas of practice important to businesses and individuals,
including corporate finance, mergers and acquisitions, general
commercial litigation, private equity and fund formation, patent
and intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
internet, lodging and gaming, manufacturing, media and
communications, real estate investment, pharmaceuticals, sports,
and transportation.  The firm has more than 750 lawyers.


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

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     71
Alesco Financial                      7.625%  05/15/27     65
Alion Science                        10.250%  02/01/15     68
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     67
Alltel Corp                           7.875%  07/01/32     72
Ambac Inc                             5.950%  12/05/35     65
Ambac Inc                             6.150%  02/15/37     50
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     71
AMD                                   6.000%  05/01/15     71
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     70
Americredit Corp                      2.125%  09/15/13     64
Americredit Corp                      2.125%  09/15/13     65
Americaredit Corp                     8.500%  07/01/15     73
Amer Color Graph                     10.000%  06/15/10     54
Amer Media Oper                       8.875%  01/15/11     75
Amer Meida Oper                      10.250%  05/01/09     73
Ames True Temper                     10.000%  07/15/12     49
Arris Group Inc                       2.000%  11/15/27     74
Ashton Woods USA                      9.500%  10/01/15     50
Assured Guaranty                      6.400%  12/15/66     69
Atherogenics Inc                      1.500%  02/01/12     11
Atherogenics Inc                      4.500%  03/01/11     12
Atlantic Coast                        6.000%  02/15/34      2
Aventine Renew                       10.000%  04/01/17     75
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     75
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Bankunited Cap                        3.125%  03/01/34     62
BBN Corp                              6.000%  04/01/12      0
Beazer Homes USA                      4.625%  06/15/24     71
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     73
Beazer Homes USA                      8.125%  06/15/16     75
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     69
Borden Inc                            7.875%  02/15/23     64
Borden Inc                            8.375%  04/15/16     61
Borland Software                      2.750%  02/15/12     72
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     70
Bowater Inc                           9.375%  12/15/21     73
Broder Bros Co                       11.250%  10/15/10     74
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      4
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     53
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CCH I LLC                            11.000%  10/01/15     70
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     67
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     63
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     70
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     57
CIH                                   9.920%  04/01/14     51
CIH                                  10.000%  05/15/14     51
CIH                                  11.125%  01/15/14     52
CIT Group Inc                         6.100%  03/15/67     74
Citizens Tili Co                      7.050%  10/01/46     75
Claire's Stores                       9.250%  06/01/15     67
Claire's Stores                      10.500%  06/01/17     45
Clear Channel                         4.900%  05/15/15     72
Clear Channel                         5.500%  09/15/14     75
Clear Channel                         5.500%  12/15/16     71
Clear Channel                         7.250%  10/15/27     72
CMP Susquehanna                       9.875%  05/15/14     70
Cogent Commnuications                 1.000%  06/15/27     74
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     75
Comerica Cap TR                       6.576%  02/20/37     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     49
CompuCredit                           5.875%  11/30/35     43
Conexant Systems                      4.000%  03/01/26     75
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     67
Cooper-Standard                       8.375%  12/15/03     75
Countrywide Finl                      5.250%  05/11/20     73
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     72
Countrywide Finl                      5.800%  01/27/31     72
Countrywide Finl                      6.000%  05/16/23     73
Countrywide Finl                      6.000%  03/16/26     74
Countrywide Finl                      6.000%  07/23/29     73
Countrywide Finl                      6.000%  11/22/30     74
Countrywide Finl                      6.000%  11/14/35     73
Countrywide Finl                      6.000%  12/14/35     72
Countrywide Finl                      6.000%  02/08/36     72
Countrywide Home                      6.150%  06/25/29     75
Crown Cork & Seal                     7.500%  12/15/96     69
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
CV Therapheutics                      3.250% 08/16/13      73
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     64
Delta Air Lines                       8.000%  12/01/15     60
Delphi Corp                           6.197   11/15/33     29
Delphi Corp                           6.500%  08/15/13     40
Delphi Corp                           8.250%  10/15/33     28
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      7.250%  06/15/28     72
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14      8
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     52
First Data Corp                       4.700%  08/01/13     66
First Data Corp                       4.850%  10/01/14     60
Ford Motor Cred                       5.650%  01/21/14     74
Ford Motor Cred                       5.750%  01/21/14     74
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  03/20/14     73
Ford Motor Cred                       6.000%  03/20/14     75
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     68
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     71
Ford Motor Cred                       6.000%  01/20/15     72
Ford Motor Cred                       6.000%  02/20/15     71
Ford Motor Cred                       6.050%  02/20/14     74
Ford Motor Cred                       6.050%  03/20/14     74
Ford Motor Cred                       6.050%  04/21/14     74
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     72
Ford Motor Cred                       6.150%  01/20/15     72
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  01/20/15     73
Ford Motor Cred                       6.250%  03/20/15     65
Ford Motor Cred                       6.300%  05/20/14     75
Ford Motor Cred                       6.300%  05/20/14     73
Ford Motor Cred                       6.500%  02/20/15     73
Ford Motor Cred                       6.500%  03/20/15     74
Ford Motor Cred                       6.550%  07/21/14     74
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     75
Ford Motor Cred                       7.250%  07/20/17     71
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.350%  09/15/15     75
Ford Motor Cred                       7.400%  08/21/17     72
Ford Motor Cred                       7.500%  08/20/32     63
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     73
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     64
Ford Motor Co                         7.125%  11/15/25     66
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     72
Ford Motor Co                         7.500%  08/01/26     69
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     66
Fountainbleau La                     10.250%  06/15/15     72
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     72
Frontier Airline                      5.000%  12/15/25     69
General Motors                        6.750%  05/01/28     67
General Motors                        7.375%  05/23/48     70
General Motors                        7.400%  09/01/25     73
Georgia Gulf Crp                      7.125%  12/15/13     73
Georgia Gulf Crp                     10.750%  10/15/16     67
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18&nb