TCR_Public/080311.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, March 11, 2008, Vol. 12, No. 60

                             Headlines

ABITIBIBOWATER INC: Drafts Plan for $1.4 Billion Refinancing
ADAMS SQUARE: Poor Credit Quality Spurs Moody's Rating Downgrades
ADVA-LITE INC: Judge Carey Converts Cases to Ch. 7 Liquidation
AMBAC FINANCIAL: Prices $1 Billion Public Offering of Common Stock
AMEREX GROUP: Appoints Alexander Ruckdaeschel as Board Director

AMERICAN AXLE: Strike No Effect on S&P's Auto Sector Ratings
AMERICAN MEDIA: Moody's Junk Rating on Pressured Liquidity Profile
APOLLO DRILLING: Posts $3,133,529 Net Loss in 2007 First Quarter
ARAG GROUP: Fitch Withdraws Insurer Financial Strength Ratings
ATRIUM COS: S&P Junks Rating From 'B' on Expected Pact Violations

BALLANTYNE RE: Subprime and RMBS Concerns Cue Fitch's Rating Cut
BCE INC: Quebec Superior Court Approves Plan of Arrangement
BEAR STEARNS: Denies Liquidity Woes, Shares Drop 13% to $60.34
BELL CANADA: Noteholders Say BCE's Plan of Arrangement is Unfair
BICENT POWER: S&P Confirms 'BB-' Rating on Wind Farm Sale to AES

BLUEGREEN CORP: Earns $8.5 Million for the 2007 Fourth Quarter
BPC REORGANIZATION: US Trustee Wants Case Dismissed or Converted
BRASSWOOD APARTMENTS: Case Summary & Largest Unsecured Creditor
CABLEVISION SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $5 Bil.
CARAUSTAR INDUSTRIES: Posts $6.7MM Net Loss for 2007 Fourth Qtr.

CARLYLE CAPITAL: Seeking to Reach Standstill Deals with Lenders
CATHOLIC CHURCH: Fairbanks Selects Keegan Linscott as Accountant
CATHOLIC CHURCH: Fairbanks Wants Dorsey & Whitney as Local Counsel
CATHOLIC CHURCH: Fairbanks Taps Cook Schuhmann as Special Counsel
CHAMPIONS BIOTECH: Earns $611,006 in 3rd Quarter Ended Jan. 31

CHRYSLER LLC: Closes Belvidere Plant; 1,000+ Workers Go Unemployed
CHRYSLER LLC: Closes Pacifica Design Center in California
CIFG GUARANTY: Fitch Cuts IFS to 'AA-', Keeps Rating Watch Neg
CIFG GUARANTY: Fitch Downgrades Insurer Strength Rating to 'AA-'
COOLBRANDS INT'L: Pays $3 Mil. Debt Settlement to 2118769 Ontario

COUNTRYWIDE FINANCIAL: CEO Defends Executive Pay & Stock Anomalies
COUNTRYWIDE FINANCIAL: FBI Digs Into Mortgage Lending Practices
CYGNAL TECH: Creditors Approve Joint Plan of Arrangement
DELPHI CORP: Realigns Stake in Japanese & Hungarian Joint Ventures
DELPHI CORP: Re-Launches Exit Financing to Include GM, Affiliate

DELPHI CORP: Inks $10 Million Purchase Agreement with Tenneco Inc.
DENNY'S CORP: Dec. 26 Balance Sheet Upside-Down by $178.9 Million
DOMAIN INC: Court Sets Leases Auction Hearing for March 18
DOUGLAS SHANNON: Voluntary Chapter 11 Case Summary
EGPI FIRECREEK: Receives Arbitration Demand from Star Energy

FAIRPOINT COMMS: Fitch Assigns 'BB-' Issuer Default Rating
FEDERAL-MOGUL: Johns-Manville Case Forms Plan A Disapproval Basis
FONIX CORP: Thomas Murdock Resigns as Board Chair and President
FORD MOTOR: Awards Stock of More than $15 Mil. to Top Executives
FORTUNOFF: Judge Peck Grants Priority Status to Vendors' Claims

FORTUNOFF: May Continue Paying Workers' Wages and Benefits
GENERAL MOTORS: Ex-Unit Delphi Reports Re-Launch of Exit Facility
GLOBAL CASH: Earnings Drop 86.8% at $0.7MM for 2007 Fourth Quarter
GRAFTECH INT'L: Dec. 31 Balance Sheet Upside Down By $112.7 Mil.
GRIFFIN LAND: Case Summary & Four Largest Unsecured Creditors

HCA INC: Releases Final Results for $500 Million Debt Tender Offer
HUDSON CANYON: S&P Puts 'BB' Initial Rating on $5MM Class C Notes
HUDSON DEVELOPERS: Voluntary Chapter 11 Case Summary
IAC/INTERACTIVECORP: Chair Comforts Workers in a Sunday's Memo
IAC/INTERACTIVECORP: Chairman Accused of Breaching Stewardship

INTERFACE INC: Inks New Shareholder Rights Agreement
JACKSON CITY: City Recorder to Ask Readjustment of Debt Payment
JAY DAVEY: Case Summary & 20 Largest Unsecured Creditors
JOHNS MANVILLE: 2nd Circuit Reverses Ruling on Travelers Pact
KNIGHT INC: Details Results of $1.6 Bil. Debt Securities Offering

KNOLL INC: Adopts Trading Plan for Expanded Repurchase Program
KWIK-WAY PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
LANIER HEALTH: S&P Upgrades Ratings on 1997A Bonds From 'BB+'
LEINER HEALTH: Files Voluntary Chapter 11 Petition in Delaware
LEINER HEALTH: Case Summary & 30 Largest Unsecured Creditors

LEINER HEALTH: S&P Ratings Tumbles to 'D' on Chapter 11 Filing
LEVITT AND SONS: Parent Levitt Corp. Sued for Disclosure Fraud
LEVITT AND SONS: Court Gives Final Nod on Cash Collateral Use
LEVITT AND SONS: Intercompany Claims Filing Deadline Set May 11
LEVITT AND SONS: Wants Plan-Filing Period Extended to April 10

LEXINGTON OIL: Voluntary Chapter 11 Case Summary
LIBERTY MEDIA: Battle with IAC is "Business Dispute", Diller Says
LIBERTY MEDIA: Malone Accuses IAC Chairman of Stewardship Breach
LIBERTY MEDIA: Completes Reclassification of Liberty Capital Stock
LILLIAN VERNON: Gift Mulls $8.5 Million DIP Financing of Wachovia

LILLIAN VERNON: Court Approves Donlin Recano as Claims Agent
LITHIUM TECHNOLOGY: Inks Debt Settlement Agreement with Arch Hill
MAGUIRE PROPERTIES: Reviews Strategic Alternatives, Company Sale
MAXJET AIRWAYS: Wants Court to Set May 23 as Claims Bar Date
MAXJET AIRWAYS: Wants Until August 20 to File Chapter 11 Plan

MBIA INC: CEO Jay Brown Asks Fitch to Withdraw Insurer Rating
MBIA INC: Fitch Ratings Comments on Chairman Jay Brown's Letter
NEW YORK RACING: Wants Until April 15 to File Chapter 11 Plan
NTK HOLDINGS: Projected Weak Demand Prompts Moody's to Cut Ratings
NVMS LLC: Voluntary Chapter 11 Case Summary

OMNICARE INC: Incurs $20.7 Mil. Net Loss for 2007 Fourth Quarter
OSYKA CORP: Aron & Co. Wants Court to Appoint Chapter 11 Trustee
PACIFIC LUMBER: Scopac Seeks Continued Access to Cash Collateral
PACIFIC LUMBER: Marathon & Mendocino File Amended Joint Plan
PACIFIC LUMBER: BoNY Circulates New Copy of First Amended Plan

PARAMOUNT RESOURCES: Acquires Trilogy Energy's 2 Mil. Trust Units
PATRICIA LIVINGSTON: Case Summary & 6 Largest Unsecured Creditors
PLASTECH ENGINEERED: Court Extends Interim DIP Order to March 14
PLASTECH ENGINEERED: US Trustee Balks Schedules Filing Extension
PLASTECH ENGINEERED: Allowed to Hire Conway as Financial Advisors

PLASTECH ENGINEERED: Wants to Employ PwC as Accountant & Advisor
PORTOLA PACKAGING: John LaBahn is New SVP and Controller
PROPEX INC: U.S. Trustee Reacts to Panel Counsel's Hourly Rates
QUEBECOR WORLD: Court Gives 30 Days to Negotiate DIP Fund Terms
QUEBECOR WORLD: NYSE to Delist Subordinate Voting Shares Thursday

QUEBECOR WORLD: Abandons $341 Mil. Sale of European Assets to RSDB
QUEBECOR WORLD: Wants Until June 4 to File Financial Schedules
R&B CONSTRUCTION: Has Interim Nod to Sell 33 Residential Homes
R&B CONSTRUCTION: Wants to Tap Morris Hardwick as Special Counsel
R&G FINANCIAL: Will Pay $39MM to Settle Investor Class Action

REDDY ICE: DOJ's Antitrust Division Investigates Dallas Office
REDDY ICE: Investigation Prompts Moody's to Hold Rating Reviews
REDDY ICE: S&P Ratings Unmoved by Probe on Dallas Office
REMOTE DYNAMICS: Series A Convertible Notes Payment Extended
ROL MANUFACTURING: Chapter 15 Petition Summary

ROTECH HEALTHCARE: Dec. 31 Balance Sheet Upside-Down by $10.5 Mil.
RUBY TUESDAY: Limited Waiver Pact with Lenders Expires on April 18
SAN JOAQUIN HILLS: S&P Holds 'BB-' Rating on Adequate Performance
SHARPER IMAGE: Files Motion for Order Against Cal. AG's Lawsuit
SOLUTIA INC: Signs Three Credit Deals with Syndicate of Banks

SPRINT NEXTEL: Posts $29.4 Bil. Net Loss for 2007 Fourth Quarter
STILLWATER MINING: Prices Offering of $165 Mil. 2028 Senior Notes
STILLWATER MINING: S&P Reviews B2 Ratings on $165MM Note Offering
STILLWATER MINING: S&P Rates $165 Mil. Senior Notes 'B+'
STRADA 315: U.S. Trustee Appoints Five-Member Creditors Panel

STRADA 315: Asks Court Nod to Sell Condominium Units Free of Liens
SUMMIT GLOBAL: Wants Court to Fix Claims Bar Date on June 9
SUMMIT GLOBAL: Examiner Can Hire Okin Hollander as Counsel
SUMMIT GLOBAL: Examiner Can Hire Traxi LLC as Financial Advisors
TENNECO INC: Inks $10 Million Purchase Agreement with Delphi Corp.

THINKPATH INC: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: Creditors Have Seized and Sold Collateral
TRICOM SA: Majority of Creditors Accepts Prepack Plan
TRICOM SA: Schedules Filing Deadline Extended to April 14
TRICOM SA: Wants to Employ Morrison Foerster as Counsel

TRICOM SA: Wants to Hire Thompson Hine as Conflicts Counsel
TURBO GASOLINE: Case Summary & 2 Largest Unsecured Creditors
TWEETER HOME: Jefferies & Co. Disclose Ownership of Tweeter Shares
VERMILLION INC: Discloses Reverse Stock Split Effective on March 3
WHIPPLETREE RANCH: Voluntary Chapter 11 Case Summary

WICKES FURNITURE: Gets $3.5 Mil. Offer for Right to Sell Leases
WILLOW PARK: Seeks Protection Under Chapter 11 in Ohio
YALE MORTGAGE: S&P Maintains 'BB' Rating on Class B-2 Certificates

* Fitch Takes Negative Rating Actions on 8 Banks on Equity Losses
* S&P's Auto Sector Ratings Unmoved by American Axle Work Stoppage
* S&P Downgrades 77 Tranches' Ratings From 13 Cash Flows and CDOs

* Large Companies with Insolvent Balance Sheets

                             *********

ABITIBIBOWATER INC: Drafts Plan for $1.4 Billion Refinancing
------------------------------------------------------------
AbitibiBowater Inc. has developed a refinancing plan to address
debt maturities and general liquidity needs of its Abitibi-
Consolidated Inc. subsidiary.  AbitibiBowater expects that this
refinancing plan will adequately address its liquidity needs at
Abitibi-Consolidated and will provide sufficient financial
flexibility to realize the benefits associated with an improving
business and operating environment.

The refinancing plan of approximately $1.4 billion consists of:

   -- $200-300 million of new senior unsecured exchange notes of
      Abitibi- Consolidated Inc. due 2010;

   -- $400-500 million of new 364-day senior secured term loan of
      Abitibi-Consolidated Inc. secured by working capital and
      other assets,

   -- Approximately $400 million of new senior secured notes or a
      term loan due 2011 of Abitibi-Consolidated Inc. secured by
      fixed assets, and

   -- $200-300 million of new equity or equity-linked securities
      of AbitibiBowater Inc.
    
AbitibiBowater's subsidiary, Abitibi-Consolidated, intends to
promptly commence an exchange offer targeting approximately
$500 million of its near term maturities.  This combination of new
financings and exchange notes is aimed at retiring the 6.95% Notes
of Abitibi-Consolidated due April 1, 2008, the 5.25% Notes of
Abitibi-Consolidated Company of Canada due June 20, 2008 and the
7.875% Notes of Abitibi-Consolidated due Aug. 1, 2009.

Under the terms of the exchange offer, holders will be offered a
combination of cash and new senior unsecured exchange notes of
Abitibi-Consolidated due 2010.  As part of the transaction,
certain credit facilities of Abitibi-Consolidated and its
subsidiaries are expected to be refinanced.

With respect to its proposed 364-day term loan, Abitibi-
Consolidated will commence the marketing of the new loan and will
be meeting with potential lenders in New York City next week.

As part of its refinancing plan, AbitibiBowater will be seeking an
amendment to the existing revolving credit facility of its Bowater
Incorporated subsidiary to allow for, among other things, the
potential issuance of new equity-linked securities of
AbitibiBowater and a delay or modification to Bowater's planned
separation of its Catawba, South Carolina coated paper facility.

In this regard, AbitibiBowater no longer expects its Bowater
subsidiary to pursue a secured debt financing against the Catawba
facility at the present time.

The sale of Abitibi-Consolidated's Snowflake, Arizona mill,
disclosed in February, is expected to close in mid-April.  The
sale is expected to result in $161 million of cash proceeds.

AbitibiBowater relates the sale of its Snowflake mill marks an
important step in its efforts to achieve its target of
$500 million in asset sales.  In addition, AbitibiBowater
confirmed that it is actively exploring other non-core asset sales
to generate additional liquidity and further enhance its financial
flexibility.

There can be no assurance that the refinancing plan will be
executed in the amounts and in the timeframe required to address
Abitibi-Consolidated's needs, if at all.  The state of the credit
and capital markets may create a significant impediment to
Abitibi-Consolidated's financing efforts well as the overall
financing efforts of its parent, AbitibiBowater.  

If Abitibi-Consolidated is unable to refinance or restructure its
near-term debt maturities that are targeted by the refinancing
plan on or before their maturities, Abitibi-Consolidated would be
in default under the indentures relating to those notes and may be
compelled to seek bankruptcy protection under applicable law,
which may negatively impact or disrupt the operations of
AbitibiBowater and its other principal subsidiary, Bowater
Incorporated.

                     About AbitibiBowater

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

                           *     *     *

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


ADAMS SQUARE: Poor Credit Quality Spurs Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Adams Square Funding II, Ltd. and left on review
for possible further downgrade ratings of two of these classes of
notes.  The notes affected by this rating action are:

Class Description: $15,200,000 Class S Floating Rate Notes Due
2014;

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $600,000,000 Class A1 Floating Rate Notes Due
2047;

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $95,000,000 Class A2 Floating Rate Notes Due
2047;

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

Class Description: $140,000,000 Class A3 Floating Rate Notes Due
2047;

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

Class Description: $50,000,000 Class B Deferrable Floating Rate
Notes Due 2047;

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

Class Description: $10,000,000 Class Q Combination Notes Due 2047;

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Feb. 8,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A Principal Coverage Ratio to be greater
than or equal to 83.5%, pursuant Section 5.1(d) of the Indenture
dated March 8, 2007.

Adams Square Funding II, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain transaction
participants 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.  Because of this
uncertainty, the ratings assigned to Class S Notes and the Class
A1 Notes remain on review for possible further action.


ADVA-LITE INC: Judge Carey Converts Cases to Ch. 7 Liquidation
--------------------------------------------------------------
The Honorable Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware converted Adva-lite Inc. and its
debtor-affiliates' Chapter 11 cases to Chapter 7 liquidation
proceedings.

As reported in the Troubled Company Reporter on Jan. 31, 2008, the
Debtors sought dismissal of their chapter 11 cases to eliminate
any further expenses and delay.  The Debtors advised the Court
that they are working with their creditors committee and other
interested parties, and will identify a designee at or before the
hearing on their dismissal request.  If they are unable to retain
or engage a designee to act as their representative, the Debtors
would exercise their right and seek conversion of the case to
Chapter 7.

The Debtors listed grounds as to why the cases should be dismissed
including, among other things:

   -- minimal assets, no employees and no ongoing business  
      operations;

   -- no likelihood of rehabilitation of their operations or their  
      reorganization as a group concern;

   -- substantially all of their assets have been liquidated; and

   -- any avoidance actions in these cases would not result in a  
      meaningful distribution to creditors.

The Debtors disclosed that as of November 8, 2007, the Debtors
received roughly $300,000,000 in claims:

    $53,729,573 in general unsecured claims;
   $151,403,813 in priority claims; and
    $99,020,844 in secured claims

On March 16, 2007, the Court authorized the Debtors to sell all
their assets to Corvest SPV LLC.  Under the parties' asset
purchase agreement, Corvest SPV:

   a) paid $1,830,000 cash;

   b) assumed certain of the Debtors' liability:

      -- DIP loan of $4,000,000;
      -- prepetition term loan A of $11,053,393; and
      -- prepetition term loan B of $10,994,567;

   c) assumed:

      -- balance of prepetition revolving loan of $2,981,395; and
      -- trade debt of $4,558,521.

The $1,830,000 cash consideration was allocated as:

   a) $500,000 to the Debtors' estates;

   b) $350,000 to pay fees owed to Houlihan Lokey Howard & Zukin
      Capital, Inc., the Debtors' investment banker; however
      Houlihan reduced its fees to $262,500, and that $87,500 was
      returned to Ableco Finance LLC, agent to the Debtors' DIP
      lenders;

   c) $100,000 for administrative expenses of the estates;

   d) $160,000 for claims made pursuant to Section 503(b)(9) of
      the Bankruptcy Code; and

   e) additional professional fee carve-outs totaling $720,000.

In seeking dismissal of their cases, the Debtors said that their
cases no longer serve any reorganization or other purpose under
the Bankruptcy Code.

Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP in  
Wilmington, Delaware, related that the Debtors propose to reserve  
funds specifically to deal with remaining wind-down issues,  
including:

   a) $25,000 to retain an account to complete audits of the  
      Debtors' 401(k) plans;

   b) $100,000 to retain an accountant to complete the Debtors'  
      consolidated tax return for the years 2006, 2007 and 2008;

   c) $150,000 for the fees and expenses that may be incurred in  
       connection with the completion of the wind-down; and

   d) $4,000 to reimburse Kurtzman Carson Consultants for fees and  
       expenses.

The Debtors further proposed, Mr. Nestor added, that Corvest Group  
Inc. will collect the proceeds of the partial assignment as stated  
in a stipulation regarding payment rights agreement entered into
by the Debtors.

Dismissal of these cases provide for the discharge and release of:

   i) Gulf Atlantic Capital Corporation, which is serving as chief  
      restructuring officer of the Debtors; and

  ii) Kurtzman Carson Consultants LLC.

In its ruling, the Court held that case conversion "is warranted
and in the best interests of the Debtors' estate, creditors and
other parties in interest."

The Debtor have the right to convert the cases, Judge Carey said.

                       About Adva-Lite Inc.

Headquartered in Largo, Fla., Adva-Lite Inc., together with
Corvest Promotional Products Inc., and four other affiliates,
sought chapter 11 protection on February 28, 2007 (Bankr. D. Del.
Lead Case Nos. 07-10264).  The four affiliates filing separate
chapter 11 petitions are Toppers LLC, CGI Inc., It's All Greek To
Me Inc., and Corvest Group Inc.

Adva-Lite, It's All Greek, and Toppers are subsidiaries of Corvest
Promotional.  Adva-Lite manufactures and markets personal lighting
gizmos, writing instruments, beverageware, and tools.  It's All
Greek provides custom plush products.  Toppers offers sports bags,
totes, luggage, caps, and other business accessories.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger
Singerman, P.A., represent the Debtors.  Michael R. Nestor, Esq.,
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
is the Debtors co-counsel.  Houlihan Lokey Howard & Zukin Capital,
Inc. serve as financial advisor and investment banker to the
Debtors.  Kurtzman Carson Consultants LLC acts as the Debtors'
claims and noticing agent.  Lowenstein Sandler PC represent the
Official Committee of Unsecured Creditors while Reed Smith LLP is
the Committee's Delaware counsel.  Mahoney Cohen & Company, CPA
P.C. is the financial advisor to the Committee.  In amended
schedules filed with the Court, Adva-Lite disclosed total assets
of $7,033,526 and total debts of $48,897,227.


AMBAC FINANCIAL: Prices $1 Billion Public Offering of Common Stock
------------------------------------------------------------------
Ambac Financial Group Inc. priced its $1.155 billion public
offering of 171,111,111 shares of common stock, par value
$0.01 per share, at $6.75 per share and has granted the
underwriters a 30-day option to purchase up to an additional
25,666,667 shares of common stock to cover over-allotments, if
any.

In addition, Ambac concurrently priced its $250 million public
offering of 5 million equity units, with a stated amount of
$50 per unit.  The equity units carry a total distribution rate of
9.5%.  The threshold appreciation price of the equity units is
$7.97 which represents a premium of approximately 18% over the
concurrent public offering price of Ambac's common stock of
$6.75 per share.  Ambac has granted the underwriters a 13-day
option to purchase up to an additional 750,000 equity units to
cover over-allotments, if any.

Ambac also placed 14,074,074 shares of common stock in a private
placement for $95 million with two financial institutions.

"With this $1.5 billion capital raise and our other capital
strengthening actions and risk management initiatives, we believe
that our Ambac Assurance subsidiary will maintain its triple-A
financial strength ratings with Moody's and Standard & Poor's,"
Michael Callen, Chairman and CEO of Ambac Financial Group,
commented that.  "This is a most important step in restoring the
confidence of our customers in the stability of our ratings and
our inherent financial strength."

Ambac intends to contribute the net proceeds from these offerings
to its insurance company subsidiary Ambac Assurance Corporation in
order to increase its capital position, less approximately
$100 million, which it intends to retain at Ambac to provide
incremental holding company liquidity to pay principal and
interest on its indebtedness, to pay its operating expenses and to
pay dividends on its capital stock.

Proceeds from the settlement of the purchase contracts forming a
part of the equity units, in May 2011, will be used to repay
$142.5 million of the company's debt maturing Aug. 1, 2011, to the
extent that the cash proceeds of such settlement are sufficient
for such repayment.  The remaining proceeds will be retained at
Ambac. Proceeds from the settlement of the purchase contracts will
not be used to repurchase common stock.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.,
Banc of America Securities LLC and UBS Investment Bank are acting
as joint book-running managers, and Keefe, Bruyette & Woods Inc.,
Dresdner, Kleinwort Securities LLC, BNY Capital Markets Inc. and
KeyBanc Capital Markets Inc. are acting as co-managers, for the
common stock offering.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.,
Banc of America Securities LLC and UBS Investment Bank are acting
as joint book-running managers, and Keefe, Bruyette & Woods Inc.
is also acting as a co-manager, for the equity units offering.
Sandler O'Neill + Partners L.P. served as independent financial
advisor to Ambac with respect to these offerings.

Copies of the prospectus supplements and the accompanying base
prospectuses relating to these offerings may be obtained from:

     -- Credit Suisse Securities (USA) LLC
        Eleven Madison Avenue
        New York, NY 10004
        Tel (800) 221-1037
        Fax (212) 325-8057

     -- Citigroup Global Markets Inc.
        Brooklyn Army Terminal
        8th Floor, 140 58th Street
        Brooklyn, NY 11220
        Tel (718) 765-6732
        Fax (718) 765-6734

     -- Banc of America Securities LLC
        Capital Markets Operations
        3rd Floor, 100 West 33rd Street
        New York, NY 10001
        Tel (800) 294-1322
        E-mail dg.prospectus_distribution@bofasecurities.com

     -- UBS Investment Bank
        Attn: Prospectus Department
        299 Park Avenue
        New York, NY 10171
        Tel (888) 827-7275

                     About Ambac Financial

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

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

                           *    *    *

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

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


AMEREX GROUP: Appoints Alexander Ruckdaeschel as Board Director
---------------------------------------------------------------
Amerex Group Inc. appointed Alexander Ruckdaeschel, a veteran
investment professional and portfolio manager, to the company's
board of directors.  Mr. Ruckdaeschel specializes in the
identification of small and midcap growth and value companies both
in the U.S. and Europe.

Mr. Ruckdaeschel is co-founder and principal of Blue Rock-AG, an
investment management company based in Switzerland.  He is also a
partner at Alpha Plus Advisors, a US and Swiss-based hedge fund.

"Alex's deep knowledge of investment finance and his background in
the growth of smallcap companies makes him an extremely valuable
asset for Amerex," Nicholas Malino, chief executive officer, said.  
"Additionally, Alex has a particular experience in the analysis of
new technologies, which will assist Amerex as we identify and
evaluate proprietary technologies for potential acquisition."

Mr. Ruckdaeschel has served on the boards of directors of several
public and private companies in such sectors as new technology and
electronics recycling companies and other Green technology
companies.

"I focus on finding companies that provide a clear path and
strategy to achieve growth and value, and I feel the Amerex
Group's business vision brings these key factors together," said
Mr. Ruckdaeschel.  "Through its many environmental remediation
services, Amerex is addressing one of the nation's most important
and fast-growing industries, while remaining committed to quality
and shareholder value."

                    About Amerex Group Inc.

Headquartered in New York City, Amerex Group Inc. (OTC BB:
AEXG.OB) -- http://www.amerexgroup.com/-- is a hazardous waste     
transportation and logistics firm with capabilities to provide
emergency response to environmental emergencies.  The company has
multiple facilities including a hazardous waste treatment, storage
and disposal facility licensed under the Resource Conservation and
Recovery Act Part B and a trucking fleet to transport hazardous
waste throughout the USA.  Amerex has administrative headquarters
in Tulsa, Oklahoma.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $7.2 million and total liabilities of $13.4 million, resulting
to a shareholders' deficit of $6.2 million.

                       Going Concern Doubt

Sartain Fischbein & Co., in Tulsa, Oklahoma, expressed substantial
doubt about Amerex Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's net loss working capital
deficiency and stockholders' deficit.


AMERICAN AXLE: Strike No Effect on S&P's Auto Sector Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said that the American Axle &
Manufacturing Holdings Inc. (BB/Negative/--) work stoppage, now in
its second week, does not yet affect auto sector ratings.  The
strike at American Axle's U.S. United Auto Workers plants has
already forced closure of many General Motors Corp. (GM;
B/Stable/B-3) plants, as well as plants of certain GM suppliers
other than American Axle.  GM suppliers Lear Corp.
(B+/Negative/--) and Tenneco Inc. (BB-/Stable/--) have laid off
workers.  The strike follows the expiration of the four-year
master labor agreement with American Axle.
      
"We still expect American Axle and the UAW to reach an agreement
that will reflect more competitive labor costs, but the timing is
unknown," said Standard & Poor's credit analyst Robert Schulz.  
The two sides resumed negotiations yesterday.
     
If S&P came to believe that the work stoppage would drag on more
than another week or so, S&P could place on CreditWatch the
ratings on GM, American Axle, and certain other suppliers that
depend heavily on GM production.  GM is the largest U.S.
automaker, so an extensive, prolonged strike by American Axle's
workers would create a large ripple effect through GM that would
touch most of the U.S. automotive industry, including smaller
suppliers.  The failure of small suppliers could, in turn, affect
larger suppliers that may have little direct exposure to GM.  In
addition, Chrysler LLC (B/Negative/--) is American Axle's second-
largest customer, after GM, so the strike could eventually reduce
production at Chrysler and affect some of Chrysler's suppliers
that may have little business with GM.
     
The ultimate cash impact for companies affected by the GM plant
closures will depend on how much production is made up after the
strike and on how much, if any, cash is used to assist smaller,
second- and third-tier suppliers.


AMERICAN MEDIA: Moody's Junk Rating on Pressured Liquidity Profile
------------------------------------------------------------------
Moody's Investors Service downgraded American Media Operations,
Inc.'s Corporate Family rating to Caa2 from Caa1 and placed all
ratings under review for possible further downgrade.

Details of the rating action are:

Ratings downgraded:

  -- Corporate Family rating: to Caa2 from Caa1

  -- PDR: to Caa2 from Caa1

  -- Senior secured revolving credit facility due 2012: to B2,
     LGD2, 21% from B1, LGD2, 21%

  -- Senior secured term loan B due 2013: to B2, LGD2, 21% from
     B1, LGD2, 21%

  -- 8.875% senior subordinated global notes due 2011: to Caa3,
     LGD5, 77%, from Caa2, LGD5, 77%

  -- 10.25% senior subordinated global notes due 2009: to Caa3,
     LGD5, 77%, from Caa2, LGD5, 77%

All ratings are placed under review for possible further
downgrade.

The downgrade of the CFR is prompted by Moody's heightened concern
that American Media's pressured liquidity profile and weak free
cash flow prospects will likely be insufficient to repay the
company's maturing debt in 2009.  In addition, the downgrade
reflects the likelihood that American Media could face a near-term
default under the terms of its loan agreement and subordinated
note indenture if its auditors include "going concern" language in
the audited financial statements for the fiscal year ended
March 31, 2008, absent noteholder consent or an amendment to the
senior secured loan agreement.

The rating action follows the company's recent disclosure that its
independent auditors may include language relating to the
company's ability to continue as a going concern in the fiscal
2008 audit report, and that the inclusion of such language could
lead to an event of default and acceleration under American
Media's debt agreements.

The review will consider whether the company will be able to
obtain subordinated noteholder consent to a modification of the
terms of its indenture and lender consent to an amendment to the
senior secured credit agreement prior to the filing of the Form
10K for the fiscal year ended March 31, 2008.  In addition the
review will assess management's success in exploring strategic
alternatives and other restructuring initiatives and the
likelihood that any related actions will result in impaired
recovery to debtholders.

Headquartered in Boca Raton, Florida, American Media Operations is
a leading publisher of consumer magazines.  The company reported
sales of $492 million for the LTM period ended Dec. 31, 2007.


APOLLO DRILLING: Posts $3,133,529 Net Loss in 2007 First Quarter
----------------------------------------------------------------
Apollo Drilling Inc. reported a net loss of $3,133,529 on sales
revenue of $532,710 for the first quarter ended March 31, 2007.

The company commenced operations in October 2006, and consequently
had no operational activities during the 1st quarter of 2006.

Total revenue of $532,710 consisted of drilling services to the
parent, Apollo Resources International Inc.  The drilling services
were provided to the parent at standard rates as charged to other
non-related customers.

At March 31, 2007, the company's consolidated balance sheet showed
$2,703,814 in total assets, $1,712,483 in total liabilities, and  
$991,331 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $555,087 in total current assets
available to pay $1,712,483 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?28e0

                     Going Concern Disclaimer

De Joya Griffith & Company LLC, in Henderson, Nevada, expressed
substantial doubt about Apollo Drilling Inc.'s ability to continue
as a going concern following its audit of the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's losses from
operations.

                      About Apollo Drilling

Headquartered in Dallas, Apollo Drilling Inc. (OTC: APDR) --
http://www.apollodrillinginc.com/-- is engaged in oil and natural  
gas exploration and production.  The company derives its revenue
primarily from providing oil and natural gas exploration drilling
services.  


ARAG GROUP: Fitch Withdraws Insurer Financial Strength Ratings
--------------------------------------------------------------
Fitch Ratings has withdrawn the quantitative insurer financial
strength (Q-IFS) ratings of three ARAG group subsidiaries.

These ratings were withdrawn by Fitch:

  -- ARAG Compania Internacional de Seguros y Reaseguros SA:
     'BBBq';

  -- Arag Insurance Company: 'BBBq';

  -- Assicurazioni Rischi Automobilistici e Generali: 'Bq'.


ATRIUM COS: S&P Junks Rating From 'B' on Expected Pact Violations
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, on Atrium Cos. Inc. and its holding
company parent, ACIH, to 'CCC+' from 'B'.  The outlook is
negative.
     
"The downgrade reflects our assessment that as a result of the
ongoing depressed state of the U.S. housing industry, the
company's earnings will continue to be negatively affected in
2008, constraining Atrium's liquidity and potentially leading to
covenant violations under its existing bank credit agreement,"
said Standard & Poor's credit analyst Sean McWhorter.
     
The company has hired Jefferies & Co. to explore recapitalization
options.
     
ACIH has no direct operations of its own and depends upon cash
flow from Atrium to meet its debt obligations, which include cash
interest, beginning in mid-2008, on its outstanding discount notes
due 2012.  The strategic importance of Atrium to ACIH and
management's ultimate fiduciary obligation to the shareholders of
the enterprise support S&P's view of ACIH and Atrium as a
consolidated entity.
     
Atrium is a vertically integrated manufacturer of aluminum and
vinyl windows, with more than 20 plant locations in North America.   
Approximately 60% of the company's consolidated revenue is derived
from new construction throughout the U.S.
     
"The negative outlook reflects our concerns surrounding the
company's weak operating environment and tight liquidity
position," Mr. McWhorter said.  "Given our expectations for
continued negative financial performance, a further rating
downgrade is possible if liquidity tightens from its current level
or if the company violates its covenants and cannot obtain a
waiver or amendment from its lenders.  In the event the company
improves its near-term liquidity position, either through its
recapitalization efforts or amending the terms of its discount
notes, without disadvantaging existing lenders, we could revisit
our rating and/or outlook."


BALLANTYNE RE: Subprime and RMBS Concerns Cue Fitch's Rating Cut
----------------------------------------------------------------
Fitch Ratings downgrades class A-1 of Ballantyne Re Plc:

  -- $250,000,000 class A-1 floating-rate notes to 'B+' from
'BB',         
     is placed on Rating Watch Negative.

Fitch also places these classes, rated 'B', on Rating Watch
Negative:

  -- $10,000,000 class B-1 subordinated notes at 'B', is placed on
     Rating Watch Negative;

  -- $40,000,000 class B-2 subordinated floating-rate notes at
     'B', is placed on Rating Watch Negative.

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

This rating action reflects Fitch's heightened concern about
subprime and Alt-A residential ABS/RMBS.  The market values of
Ballantyne Re's residential ABS/RMBS investments continue to
decline. At the same time, the life insurance reserves on
Ballantyne Re's block of business continue to grow.  The residual
amount available for payment of interest declined, as evident from
the most recent servicer reports received by Fitch, and Fitch
expects a further decline in the residual available for interest
payments at the end of the first quarter.  If this decline
continues, Ballantyne Re will be unable to make the interest
payments on the class A-1 floating-rate notes.

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

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


BCE INC: Quebec Superior Court Approves Plan of Arrangement
-----------------------------------------------------------
BCE Inc. disclosed that the Quebec Superior Court has approved the
company's plan of arrangement for its privatization transaction.  
BCE further said that the Court has dismissed all claims asserted
by or on behalf of certain holders of Bell Canada debentures.

"We are very pleased with the Superior Court's decisions," said
Martine Turcotte, chief legal officer of BCE and Bell Canada.  "On
every point of contention, the Court ruled in favor of BCE.  The
Court's decisions affirm our long-standing position that the
claims of these debentureholders are without merit and that BCE
acted in accordance with its rights and obligations with respect
to the debentureholders."

"We now look forward to closing the privatization transaction with
the investor group led by Teachers' Private Capital, the private
investment arm of the Ontario Teachers' Pension Plan, Providence
Equity Partners, Madison Dearborn Partners, and Merrill Lynch
Global Private Equity," Mr. Turcotte added.

The remaining conditions to the closing of the privatization
transaction include the required approvals of the Canadian Radio-
television and Telecommunications Commission and Industry Canada.
Subject to any appeal by the debentureholders and the timing and
terms of such an appeal, BCE expects the transaction to close in
the first part of the second quarter of 2008.

In the event the debentureholders decide to appeal the Quebec
Superior Court's judgments, they have agreed the appeal must be
filed with the Quebec Court of Appeal by March 17, 2008.

                           About BCE Inc.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing       
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about CDN$37
billion from about CDN$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BEAR STEARNS: Denies Liquidity Woes, Shares Drop 13% to $60.34
--------------------------------------------------------------
The Bear Stearns Companies Inc. denied market rumors regarding the
firm's liquidity.  The company stated that there is absolutely no
truth to the rumors of liquidity problems that circulated in the
market.

"Bear Stearns' balance sheet, liquidity and capital remain
strong," Alan Schwartz, President and CEO of The Bear Stearns
Companies Inc., insisted.

Reuters relates that Bear Stearns' shares dropped more than 13% to
$60.34, bonds weakened to junk levels and buying interest dried up
amid liquidity speculations.

As reported in the Troubled Company Reporter on Jan. 9, 2008, the
Bear Stearns Companies reported a net loss of $854 million for the
fiscal fourth quarter ended Nov. 30, 2007, as compared with net
income of $563 million for the fourth quarter of 2006.  Net
revenues for the 2007 fourth quarter were a loss of $379 million
down from revenues of $2.4 billion for the 2006 fourth quarter.

Bear Stearns will announce its first quarter 2008 financial
results on Thursday, March 20, 2008, in a press release that will
be issued prior to the opening of the New York Stock Exchange.

Two of Bear Stearns Cos.' units, Bear Stearns High-Grade
Structured Credit Strategies Master Fund, Ltd., and Bear Stearns
High-Grade Structured Credit Strategies Enhanced Leverage Master
Fund, Ltd., are undergoing winding up proceedings in the Cayman
Islands.  The Cayman Island hedge funds invested in collateralized
debt obligations related to U.S. subprime mortgage loans.

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries.  Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BELL CANADA: Noteholders Say BCE's Plan of Arrangement is Unfair
----------------------------------------------------------------
The committee comprising certain institutional holders of 1997
Bell Canada debentures received the decision of the Honorable
Justice Silcoff of the Quebec Superior Court of Justice approving
a plan of arrangement under which BCE will be acquired by
a consortium led by the Ontario Teachers' Pension Plan.

Committee members objected to the plan of arrangement because they
believe it is unfair to debenture holders.  The proposed plan
forces Bell Canada, the BCE subsidiary in which Committee members
hold bonds, to guarantee $32 billion in loans that the purchaser
will incur to purchase the shares of BCE.

Committee members believe that Bell will receive nothing in return
for guaranteeing that debt.  The proposed plan has already led to
a decrease in the market value of the bonds and has led some
credit agencies to downgrade the bonds' status from investment
grade to junk bond status.

Committee members also believe that it was unfair for the
directors of Bell to have allowed Bell to guarantee the debt
without considering the issue from the perspective of Bell and its
bondholders.

In approving the proposed plan, the Court declined to accept the
debentureholders' submissions that the proposed plan was unfair to
the debentureholders.

While the company's clients are disappointed with the result, they
will be reviewing the decision carefully over the coming days in
order to consider what steps, if any, they might want to take in
response to the decision.

The Committee is comprised of a "blue chip" roster of life
insurance companies and money managers in the North American
market place such as Addenda Capital Inc., Barclays Global
Investors Canada Limited, CIBC Global Asset Management Inc.,
Franklin Templeton Investments Corp., Her Majesty the Queen in
Right of Alberta, as Represented by the Minister of Finance,
Manulife Financial Corporation, Phillips, Hager & North Investment
Management Ltd., Sun Life Assurance Company of Canada, TD Asset
Management Inc. and The Wawanesa Life Insurance Company.

                         About Bell Canada

Headquartered in Montreal, Bell Canada -- http://www.bell.ca/--   
is a communications company, providing consumers with solutions to
all their communications needs, including telephone services,
wireless communications, high-speed Internet, digital television
and voice over IP.  Bell also offers integrated information and
communications technology services to businesses and governments,
and is the Virtual Chief Information Officer to small and medium
businesses.  Bell is proud to be a Premier National Partner and
the exclusive Communications Partner to the Vancouver 2010 Olympic
and Paralympic Winter Games. Bell is wholly owned by BCE Inc.
(TSX/NYSE: BCE).  

                           *     *     *

Bell Canada continues to carry Standard & Poor's Ratings Services'
'BB-' long-term corporate credit rating, which was placed in
September 2007.


BICENT POWER: S&P Confirms 'BB-' Rating on Wind Farm Sale to AES
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Bicent Power LLC's $330 million first lien senior secured notes
due 2014, $120 million LC facility due 2012, and its $30 million
revolving credit agreement due 2012.  In addition, Standard &
Poor's affirmed its 'B-' rating on Bicent's $130 million second
lien senior secured notes, due 2014.  The outlook is stable.
     
"The affirmation factors in the credit effects of the recent sale
of Bicent's 67 megawatt Mountain View wind farm to AES Corp.,"
said Standard & Poor's credit analyst Terrence Marshall.  "Bicent
will use the proceeds to retire a portion of its first lien debt,
which will improve the project's minimum debt service coverage
ratios during the debt tenure."  This expected improvement in
financial performance helps offset the greater asset concentration
risk to which Bicent is currently exposed, now that the Mountain
View plant has been sold.  
     
Bicent's portfolio now consists of one 120 MW coal facility and
four gas-fired projects with a total aggregate capacity of 416 MW
located at five sites in Montana, Colorado, Georgia, and
California.
     
Bicent Power is a special-purpose, bankruptcy-remote operating
company formed in 2007 to acquire independent power producer
Centennial Power Inc., including its 603 MW coal, gas, and wind
generation portfolio, and its power plant operations and
construction firm, Colorado Energy Management LLC.


BLUEGREEN CORP: Earns $8.5 Million for the 2007 Fourth Quarter
--------------------------------------------------------------
Bluegreen Corporation reported $8.5 million net income for quarter
ended Dec. 31, 2007 from $1.7 million net income for the 2006
fourth quarter.  For the fiscal year ended Dec. 31, 2007, the
company posted a net income of $31.9 million from $29.8 million of
fiscal 2006.

Total sales for the 2007 fourth quarter rose 7.6% to
$136.5 million from $126.8 million sales for the 2006 fourth
quarter.  For fiscal 2007, total sales were $476.0 million from
$419.7 million for fiscal 2006.

Total operating revenues for the 2007 fourth quarter totaled
$167.5 million compared to $153.5 million for the 2006 fourth
quarter.  Total operating sales for fiscal 2007 were
$691.4 million compared to $673.3 million revenues for the 2006
fourth quarter.

Bluegreen Resorts and Bluegreen Communities yielded field
operating profit of $22.6 million and $3.7 million, respectively,
during the fourth quarter of 2007.

"Bluegreen Resorts ended a successful 2007 with strong fourth
quarter results, which we view as a reflection of our continued
success at servicing our customers while providing a cost-
effective, flexible, and high-quality vacation ownership product,"
John M. Maloney Jr., president and chief executive officer of
Bluegreen, commented.  "We continue to monitor the overall economy
but are currently cautiously optimistic, based, in part, on our
industry's results during prior economic downturns."

"Summer 2008 will mark two significant milestones, as we expect to
begin welcoming guests and opening permanent sales offices at our
newest properties in Las Vegas, Nevada and Williamsburg,
Virginia," Mr. Maloney continued.  "We believe that during 2007,
Bluegreen further enhanced its marketing capabilities and expanded
the offerings of the Bluegreen Vacation Club through strategic
alliances."

"The company extended its historically successful marketing
alliance and joint venture with Bass Pro Inc. and its affiliates
for a seven-year term ending in 2014," Mr. Maloney added.  
"Bluegreen also entered into an agreement with Shell Vacation
Club, a privately-held timeshare developer, which provides for
dual owner access to our respective resort properties, subject to
applicable terms and conditions."

"This new arrangement, known as "Select Connections," increases
our owners' vacation choices to include 18 Shell resort locations
and enhances our presence in the western United States, including
Hawaii, and Canada," Mr. Maloney stated.

"We are very pleased that Communities continued to operate
profitably for the 2007 year and fourth quarter despite a
difficult real estate market that has negatively impacted some of
our Communities sales operations," Mr. Maloney said.  "We are
pleased that, to date, we have continued to sell homesites at
retail prices that are comparable to prior year's pricing."

"We are continuing to manage this important segment of our
business in light of current market demand through the development
of new sales and marketing initiatives and, by design, expect that
it will comprise a smaller portion of Bluegreen's consolidated
results in 2008," Mr. Maloney went on to say.  "New land purchases
will be selective and, as always, our goal is to adhere to a
strict economic model."

"We believe that this deliberate approach is evidenced by our
results and that our current portfolio of properties was acquired
at prices that we believe can generate profitable returns despite
the current market environment," Mr. Maloney expressed.

As previously announced, Bluegreen intends to pursue a rights
offering to its shareholders of up to $100 million of its common
stock.  The purpose of the rights offering is to further
strengthen the company's balance sheet in light of the $55 million
of senior secured notes which mature in April 2008, and to support
organic and acquisition-driven growth initiatives to maximize
shareholder value.

"Bluegreen continues to maintain a high level of liquidity, as
evidenced by our cash position at Dec. 31, 2007, and we believe
that we enjoy excellent relationships with our lenders and
securitization investors," Mr. Maloney imparted.  "In October
2007, we completed a $177 million term securitization and in
August 2007 we renewed and increased our revolving line of credit
with Wachovia Bank, NA."

"Our financial position and relationships combine to provide a
sound financial foundation in support of our day-to-day
operations," Mr. Maloney went on to say.  "Our vacation ownership
receivables portfolio continues to perform well."

"Delinquencies over 30 days and average annual default rates at
Dec. 31, 2007 remained generally consistent to Dec. 31, 2006, and
below historical amounts," Mr. Maloney concluded.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1,039.5 million, total liabilities of $632.0 million and a
total shareholders' equity of $385.1 million.

                         About Bluegreen
        
Bluegreen Corporation (NYSE: BXG) -- http://www.bluegreencorp.com/   
-- provides Colorful Places to Live and Play(R) through two
principal operating divisions.  With over 170,000 owners,
Bluegreen Resorts markets a flexible, real estate-based vacation
ownership plan that provides access to over 40 resorts and an
exchange network of over 3,700 resorts and other vacation
experiences such as cruises and hotel stays.  Bluegreen
Communities has sold over 55,000 planned residential and golf
community homesites in 32 states since 1985.  Founded in 1966,
Bluegreen is headquartered in Boca Raton, Fla., and employs over
6,200 associates. In 2005, Bluegreen ranked No. 57 on Forbes' list
of The 200 Best Small Companies and No. 48 on FORTUNE'S list of
America's 100 Fastest Growing Companies.
        
                         *     *     *
        
As reported in the Troubled Company Reporter on Jan. 9, 2007,
Standard & Poor's Ratings Services revised its outlook on
Bluegreen Corp. to stable from positive.  At the same time,
Standard & Poor's affirmed its 'B' corporate credit rating on the
Boca Raton, Florida-based timeshare developer.


BPC REORGANIZATION: US Trustee Wants Case Dismissed or Converted
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to either
dismiss or convert to a Chapter 7 liquidation proceeding the
Chapter 11 case of BPC Reorganization Corp. fka The Big Party
Corporation.

The Debtor, pursuant to a Court-approved asset sale agreement,
sold 33 of its 54 stores to iParty Retail Stores Corp. more than
seven years ago.  During that time, the Debtor also hired agents
to conduct "going-out-of-business" sales at the remaining 21
locations.

In 2002, the Debtor filed a plan of liquidation and an
accompanying disclosure statement.  The U.S. Trustee said that
apparently, the plan was not confirmable as the Debtor made no
attempt to confirm it.  For all intents and purposes, the plan,
said the U.S. Trustee, was abandoned because over the next five
years, no further action was taken to confirm the plan.

The Debtor also disclosed in a status report that it had
liquidated all of its assets and the only remaining estate asset
was the cash proceeds remaining from the sale.  The Debtor also
indicated that it was not currently involved in any litigation and
held no claims or causes of action against any other entity.

In addition, the U.S. Trustee records showed that the Debtor is
over 90 days delinquent with respect ot disbursement information
reporting.  The U.S. Trustee relates that during the course of the
Chapter 11 case, the Debtor filed monthly operating reports on a
sporadic basis, which at times contained to have incomplete
information.

             Case Has Stagnated, Says U.S. Trustee

Approximately 93 months have passed since the inception of these
cases and approximately 90 months have passed since the Debtor
sold substantially all of its assets, the U.S. Trustee notes.  
Since the Debtor made no effort to confirm its plan or propose any
alternate plan, there is no reasonable likelihood of
rehabilitation in this case as the Debtor does not appear to have
sufficient funds for the plan.

Accordingly, the U.S. Trustee says, cause exists to dismiss or
convert the case under a Chapter 7 liquidation proceeding because
there is a continuing diminution of estate assets and the absence
of a reasonable likelihood of rehabilitation.  As further grounds,
the U.S. Trustee adds, the Debtor has failed to comply with its
statutory obligations with respect to reporting.

BPC Reorganization Corp., formerly known as the Big Party
Corporation, filed for Chapter 11 protection on July 23, 2000
(Bankr. D. Del. Case No. 00-2852).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$10 million.


BRASSWOOD APARTMENTS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Lead Debtor: Brasswood Apartments, LLC
             3150 Brasswood Court
             Greenville, NC 27834

Bankruptcy Case No.: 08-01608

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Brasswood Apartments II, LLC               08-01609

Type of Business: The Debtors own and manages apartments for rent.

Chapter 11 Petition Date: March 7, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: Walter L. Hinson, Esq.
                     (annhinson@nc.rr.com)
                  Hinson & Rhyne, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746

Brasswood Apartments, LLC's Financial Condition:

Total Assets: $5,173,400

Total Debts:  $4,521,760

A. Brasswood Apartments, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       notice only           Unknown
P.O. Box 21126
Philadelphia, PA 19114-0326

B.  Brasswood Apartments II, LLC does not have any creditors who
    are not insiders.


CABLEVISION SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $5 Bil.
-----------------------------------------------------------------
Cablevision Systems Corporation reported financial results for the
fourth quarter and full year ended Dec. 31, 2007.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $9.1 billion and total debts of $14.2 billion, resulting in a
$5.0 billion stockholders' deficit.  Deficit, as of Dec. 31, 2006,
was $5.3 billion.

The company reported net income of $6.6 million on $1.8 billion
net revenues for the three months ended dec. 31, 2007, compared
net loss of $23.9 million on $1.6 billion revenues for the three
months ended Dec. 31, 2006.  For the year ended Dec. 31, 2007, the
company disclosed net income of $218.4 million on $6.4 billion net
revenues, compared to 2006's net loss of $126.4 million on $5.8
billion net revenues.

Cablevision had a good fourth quarter and a strong 2007 with
annual double-digit revenue and AOCF growth, Cablevision
President and CEO James L. Dolan commented.  Our cable operations
helped drive this year's performance with strong subscriber
increases in digital video, voice and data, which ensured that
Cablevision maintained its industry-leading penetration rates.  
Also fueling our success in 2007 was Rainbow Media and MSG, which
both delivered double-digit increases in revenue and AOCF for the
full year. With our businesses performing well, we are confident
in our prospects going forward.

Loss on extinguishment of debt of $19,113 for the year ended
Dec. 31, 2007 represents the excess of the redemption price over
the carrying value of the $175,000 principal amount of subsidiary
Rainbow National Services LLC senior subordinated notes due 2014
redeemed in August 2007.  Loss on extinguishment of debt of
$13,125 for the year ended Dec. 31, 2006 represents the premium
paid on the early redemption of CSC Holdings $250,000 principal
amount of 10-1/2% Senior Subordinated Debentures due 2016 in May
2006.

Minority interests for the years ended Dec. 31, 2007 and 2006 of
$321 and $1,614, respectively, represent other parties share of
the net income (losses) of entities which are not entirely owned
by us but which are consolidated in our financial statements.

Net miscellaneous income of $2,636 and $2,845 for the years ended
Dec. 31, 2007 and 2006, respectively, resulted primarily from
dividends received on certain of the Companys investment
securities, partially offset by other miscellaneous expenses.

                    About Cablevision Systems

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

                          *     *     *

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


CARAUSTAR INDUSTRIES: Posts $6.7MM Net Loss for 2007 Fourth Qtr.
----------------------------------------------------------------
Caraustar Industries Inc. reported $6.7 million net loss for the
2007 fourth quarter Dec. 31, 2007, compared to $12.4 million net
loss for the 2006 fourth quarter.  For the full fiscal year ended
Dec. 31, the company incurred a net loss of $24.5 million from a
net income of $47.3 million for fiscal 2006.

Total sales for the 2007 fourth quarter amounted to $203.9 million
compared to $203.0 total sales for the same quarter in 2006.  For
fiscal 2007, the company sales reflected $854.2 million a decrease
of 8.4% from $933.0 million sales in 2006.

Loss from continuing operations for the fourth quarter of 2007 was
$7.0 million compared to a 2006 fourth quarter loss of
$10.8 million.  The fourth quarter 2007 and 2006 results from
continuing operations included restructuring and impairment costs
of approximately $3.5 million and $12.4 million, of which
$3.3 million and $4.1 million were cash charges, respectively.  
Also included in the fourth quarter of 2007 loss from operations
were pre-tax charges of $1.8 million related to a customer
bankruptcy.  The $6.9 million improvement in pre-tax operating
loss was primarily attributable to lower restructuring and
impairment costs.
    
For the year ended Dec. 31, 2007, the $106.3 million decrease in
pre-tax operating results was primarily attributable to the gain
on sale of the company's 50% partnership interest in Standard
Gypsum L.P. in 2006, a loss on redemption of debt in 2006, lower
restructuring and impairment costs in 2007 and a decrease in
equity in income of unconsolidated affiliates in 2007.
    
"The company has worked hard to replace volume impacted by a
slowing U.S. economy," Michael J. Keough, president and chief
executive officer of Caraustar, commented.  "During the fourth
quarter, our gypsum facing paper mills operated near capacity by
producing alternate paper grades, tube and core grades at our
Sweetwater mill and containerboard grades at our PBL joint
venture, and our same-mill URB volume was up slightly over prior
year. Capacity utilization for the industry continues in the low
90 percentiles.

"We are still challenged by high fiber and energy costs, which
compressed margins $17 a ton in our mill group in the fourth
quarter," Mr. Keough added.  "As a result of continued cost
pressures, we announced price increases for URB, $40/ton, and
converted products 8% in the first quarter 2008.
    
"We continue to invest in our core businesses, which is
exemplified by the upgrade at our Sweetwater mill for tube and
core grades, improvements at Austell Mill One for book stock, the
new baler and shredder at our RFG facility in Texarkana, four new
high-speed tube and core winders, one new edge protector line, two
new folding carton presses and the recent acquisition of the
assets of Mayers Fibre Tube and Core in Winnipeg, Canada," Mr.
Keough continued.  "At our PBL joint venture, we have had a number
of successful trials for higher margin white-top linerboard for
our partner, Temple-Inland.

"As we refine production, we expect that this additional product
line will complement PBL's production of gypsum facing paper and
other containerboard products," Mr. Keough stated.  "We believe
that PBL will provide improved performance in 2008 versus 2007.
    
"Despite market pressures, we continue to refine and redefine the
company to operate in these challenging times," Mr. Keough  
concluded.

Caraustar's 50-percent owned interest in the Premier Boxboard
Limited mill contributed $0.8 million in equity in income from
unconsolidated affiliates in the fourth quarter 2007 versus
$0.4 million in the fourth quarter of 2006.  Cash distributions
were $3.0 million compared to zero for the same period last year.   
Both the increase in earnings and cash distributions were
attributable to increased containerboard volume which offset the
decline in gypsum facing paper volume.
  
The company ended the year with a cash balance of $6.5 million
compared to $1.0 million at the end of 2006.  During 2007,
Caraustar generated $0.4 million of cash in operating activities,
compared to cash used from operations of $3.1 million the previous
year.  

This increase was primarily attributable to a $12.6 million
decrease in working capital, a $13.8 million reduction in cash
payments for interest, partially offset by a decrease in
distributions from PBL of $4.0 million, an $11.9 million increase
in pension contributions and reduced income from operations before
restructuring and impairment costs of $5.9 million.  Cash proceeds
from asset sales of approximately $28.7 million received in 2007
also supplemented liquidity.  Capital expenditures decreased year-
over-year from $38.2 million to $26.6 million in 2007.  The
$11.6 million decrease was primarily due to unusually large
investments in 2006 that were completed in 2007.  

As of Dec. 31, 2007, the company had $10.3 million in borrowings
outstanding under the revolving portion of its senior credit
facility and $15.0 million of letters of credit outstanding that
reduce availability.  As of Dec. 31, 2007, the company had
availability under the revolving portion of the senior credit
facility of $31.3 million.

For Dec. 31, 2007, the company's balance sheet showed total assets
of $572.0 million, total liabilities of $432.2 million and a total
shareholders' equity of $139.8 million.

                    About Caraustar Industries
        
Headquartered in Austell, Georgia, Caraustar Industries Inc.
(NasdaqGM: CSAR) -- http://www.caraustar.com/-- is one of the     
world's largest integrated manufacturers of converted recycled
paperboard.  Caraustar serves the four principal recycled boxboard
product end-use markets: tubes, cores and composite cans; folding
cartons; gypsum facing paper and specialty paperboard products.
        
                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Caraustar Industries Inc., including its 'B+' corporate credit
rating, and removed the ratings from CreditWatch where they were
placed with negative implications on May 9, 2007.


CARLYLE CAPITAL: Seeking to Reach Standstill Deals with Lenders
---------------------------------------------------------------
Carlyle Capital Corporation Limited said yesterday that with the
assistance of The Carlyle Group, it is continuing discussions with
its lenders, on various subjects, including the execution of
standstill agreements, while evaluating all available options to
maximize value for all interested parties.  Although the company
has not received executed standstill agreements from its lenders,
the company remains in active discussions with lenders who hold
approximately $16 billion in securities, and the company believes
that the discussions progressed throughout the day in a
constructive manner.

No further events of defaults from the company's remaining lenders
have been received, Carlyle Capital disclosed.  The company
believes that certain lenders may have liquidated in the open
market the collateral securing approximately $700 million of
additional indebtedness, bringing the total to approximately
$5.7 billion.

The company said that as previously noted, to the best of the
company's knowledge, no creditors or shareholders have instituted
legal action against the company of any kind.

It said that The Carlyle Group and the company appreciate the
efforts that the remaining lenders have made in attempting to find
a workable solution to the company's financing arrangements.

The company stated that it continues to keep its various
regulators informed of recent events.  The company will provide
updates as appropriate.

         Missed Margin Calls and Receipt of Default Notice

As reported in the Troubled Company Reporter yesterday, March 10,
2008, Carlyle Capital 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.  

At that time, one notice of default has been received by the
company from the group of four counterparties and management
expects to receive at least one additional default notice.

                       Financial Highlight

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.

                     Bankruptcy is Possible

Several analysts, including those from Citigroup and J.P. Morgan
Chase & Co., have commented that unless The Carlyle Group steps in
to rescue Carlyle Capital, the hedge fund will likely go bankrupt.

                      About Carlyle Capital

Carlyle Capital Corporation Limited (Euronext Amsterdam: 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.


CATHOLIC CHURCH: Fairbanks Selects Keegan Linscott as Accountant
----------------------------------------------------------------
Pursuant to Sections 327, 328, 329 and 1107 of the Bankruptcy
Code, Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, seeks
authority from the U.S. Bankruptcy Court for the District of
Alaska to employ Keegan, Linscott and Kenon, P.C., as accountants
and financial consultants, nunc pro tunc to the bankruptcy filing.

Bishop Kettler says it is essential to the Diocese's
reorganization efforts that it obtain professional accounting and
financial services to prepare and reorganize its business
affairs, to pursue confirmation of a plan of reorganization, and
to provide other professionals accounting and financial
consulting services.  Hence, the Diocese wants to employ Keegan
Linscott because of the firm's extensive experience in providing
services to religious non-profit corporations.

As consultants, Keegan Linscott will:

   -- analyze the Diocese's operations;

   -- give advise on the Diocese's accounting systems and
      procedures;

   -- develop reorganization and liquidation models;

   -- analyze financing and financial alternatives for the
      Diocese; and

   -- assist in developing a plan of reorganization.

Keegan Linscott will be paid at rates varying from $75 to $300
per hour, depending on the level of personnel assigned to do the
work.  The firm will also be reimbursed for charges and out-of-
pocket expenses relating to its retention.  The Diocese has paid
Keegan Linscott a retainer amounting to $62,051, which was
applied to prepetition fees and costs.

In accordance with Sections 101(14), 327, and 328 of the
Bankruptcy Code, Keegan Linscott is "disinterested" and does not
represent any entity in the reorganization case, which has any
interest adverse to the Diocese, Christopher G. Linscott, a
shareholder at Keegan Linscott, tells Judge Donald MacDonald, IV.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Judge Donald MacDonald IV of the United
States Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  When the Debtor filed for bankruptcy,
it listed assets between $10 million and $50 million and debts
between $1 million and $10 million.  The church's exclusive plan
filing period expires on June 29, 2008.  (Catholic Church
Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Wants Dorsey & Whitney as Local Counsel
------------------------------------------------------------------
Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, seeks
permission from the U.S. Bankruptcy Court for the District of
Alaska to employ Dorsey & Whitney LLP as its local and special
counsel, nunc pro tunc to the bankruptcy filing.

Michael R. Mills, Esq., of Dorsey & Whitney, has represented many
Chapter 11 debtors in the state of Alaska, and his experience and
expertise will be beneficial to the Diocese, relates Susan G.
Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona, the
Diocese's proposed counsel.  She discloses that Dorsey & Whitney
has represented the Diocese prepetition, and that all of its fees
and costs have been paid in full.  Hence, Dorsey & Whitney is not
a creditor of the bankruptcy estate.

Dorsey & Whitney will be paid in its standard hourly rates, and
will be reimbursed for expenses incurred in relation to its
retention.  Michael R. Mills, as primary attorney will be paid
$320 per hour, while Michele Droege, a paralegal, will be paid
$160.  Hourly rates of others working on the bankruptcy case may
vary depending on their experience and expertise.

Ms. Boswell discloses that Dorsey & Whitney is currently holding
a retainer of $6,412.  Any application of the retainer will be
subject to Court approval, including approval of any monthly
payment procedures.

Mr. Mills assures the Court that Dorsey & Whitney is a
"disinterested person" within the meaning of Sections 101(13),
328 and 1103(b) of the Bankruptcy Code.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Judge Donald MacDonald, IV, of the United
States Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  When the Debtor filed for bankruptcy,
it listed assets between $10 million and $50 million and debts
between $1 million and $10 million.  The church's exclusive plan
filing period expires on June 29, 2008.  (Catholic Church
Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Taps Cook Schuhmann as Special Counsel
-----------------------------------------------------------------
Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, seeks
authority from the U.S. Bankruptcy Court for the District of
Alaska to employ Cook, Schuhmann & Groseclose, Inc., nunc pro
tunc to the bankruptcy filing, as special litigation counsel to
represent the Diocese's interests with respect to certain
prepetition litigation matters.

Prior to the bankruptcy filing, CSG represented the Diocese in
pending civil actions in various courts in the state of Alaska.  
Hence, Bishop Kettler says, CSG is intimately familiar with the
issues in the Litigation Cases.  

Bishop Kettler assures Judge Donald MacDonald, IV, that CSG's
services will not duplicate or overlap the efforts of Quarles &
Brady LLP, or any other professional retained by the Diocese.

CSG will be paid in its hourly rate of $250, and will be
reimbursed for costs and expenses related to services pertaining
to the Litigation Cases.

Robert B. Groseclose, Esq., a managing shareholder at CSG,
assures the Court that his firm is "disinterested" in in
accordance with 11 Sections 101(14), 327 and 328 of the
Bankruptcy Code.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Judge Donald MacDonald, IV, of the United
States Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  When the Debtor filed for bankruptcy,
it listed assets between $10 million and $50 million and debts
between $1 million and $10 million.  The church's exclusive plan
filing period expires on June 29, 2008.  (Catholic Church
Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CHAMPIONS BIOTECH: Earns $611,006 in 3rd Quarter Ended Jan. 31
--------------------------------------------------------------
Champions Biotechnology Inc. reported net income of $611,006 on
total operating revenue of $924,940 for the third quarter ended
Jan. 31, 2008, compared with a net loss of $37,198 on $-0-
revenues in the same period ended Jan. 31, 2007.

At Jan. 31, 2008, the company's consolidated balance sheet showed
$1,973,573 in total assets and $463,172 in total liabilities,
resulting in a $1,510,401 total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?28e1

                     Going Concern Disclaimer

Bagell, Josephs, Levine & Company L.L.C., in Gibbsboro, N.J.,
expressed substantial doubt about Champions Biotechnology Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
April 30, 2007, and 2006.  The auditing firm pointed to the
company's net operating losses and large accumulated deficits.  

                  About Champions Biotechnology

Headquartered in Arlington, Virginia, Champions Biotechnology Inc.
(OTC BB: CSBR) -- http://www.championsbiotechnology.com/-- is  
engaged in the development of advanced preclinical platforms and
predictive tumor specific data to enhance and accelerate the value
of oncology drugs for companies and physicians.  


CHRYSLER LLC: Closes Belvidere Plant; 1,000+ Workers Go Unemployed
------------------------------------------------------------------
Around 1,100 workers were laid-off as Chrysler LLC formally shuts  
down its plant in Belvidere, Illinois, various reports say.

The closure of the plant, which produces the company's line of
Dodge Caliber, Jeep Patriot, and Jeep Compass brands, is part of
the automaker's move to consolidate operations, streamline
production, and generally reduce costs, The Detroit News reports.  
Chrysler already took measures such as tossing away duplicative
car models, moving far-flung operations to its headquarters, and
made deals with Daimler AG to access new technology.

The company's moves came after it lost its tooling battle with
Plastech Engineered Products Inc.  As reported in the Troubled
Company Reporter on Feb. 20, 2008, the U.S. Bankruptcy Court for
the Eastern District of Michigan denied the company's request to
pull out tooling equipment from Plastech's plants.  However, the
parties have agreed to subsequent supply deals.

The Belvidere plant's third shift workers began work in July 2006
when Chrysler decided to turn off its robotic body shop,
BusinessRockford.com relates.  As their employment drew to a
close, the company stationed extra security at their plant to
prevent rumored violence when the workers went out.

                       About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: Closes Pacifica Design Center in California
---------------------------------------------------------
Chrysler LLC disclosed in a media blog that it is closing its
Pacifica Advance Product Design Center outside Diego, and
consolidate the advanced design studio to its home base in Auburn
Hills, Michigan.

Increasingly, the company is leveraging resources worldwide,
forming new joint ventures and alliances and consolidating
operations in order to better achieve global balance and manage
fixed costs.  These moves, Chrysler says, are designed to help it
become a more globally focused manufacturer, with design,
engineering, and sourcing, as well as a local presence to serve
local customers.

Chrysler adds that the Advance Design remains an integral part of
its future design efforts.  These changes set the stage for
Chrysler's future global growth efforts, which also include its
intent to establish global expertise in design, engineering and
sourcing through centers of excellence.  These actions will help
the company meet its long-term globalization goals, Chrysler
explains.

The company's move came after it agreed with supplier Plastech
Engineered Products Inc. to extend their supply agreement to
March 17, 2008.  As reported in the Troubled Company Reporter on
Feb. 20, 2008, the U.S. Bankruptcy Court for the Eastern District
of Michigan denied Chrysler's request to pull out tooling
equipment from Plastech's plants.

David Barnas, a Chrysler representative, told Reuters that the
changes come as part of Chrysler's intent to cut costs and
streamline production.  As reported in the Troubled Company
Reporter on Feb. 27, 2008, Chrysler LLC also tossed away the "car
cloning" concept in its production lines and concentrated on
selling its remaining unique models.

"These changes set the stage for Chrysler's future global growth
efforts," Reuters quotes Mr. Barnas as saying.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.

                       About Chrysler LLC

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

                          *     *     *

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


CIFG GUARANTY: Fitch Cuts IFS to 'AA-', Keeps Rating Watch Neg
--------------------------------------------------------------
Fitch Ratings, concurrent with its rating action earlier on CIFG
Guaranty, CIFG Assurance North America, Inc., and CIFG Europe, has
taken various rating actions on 8895 bond issues (8885 municipal,
10 non-municipal) insured by CIFG.

Fitch downgraded CIFG's Insurer Financial Strength rating to
'AA-'.  The rating remains on Rating Watch Negative.  Fitch's
policy is to downgrade insured transactions to the higher of the
underlying rating of the insured transaction if rated by Fitch or
the rating of the insurer.  A total of 466 CIFG-insured bonds
rated 'AA-' or higher were downgraded to the underlying rating as
a result of this action.


CIFG GUARANTY: Fitch Downgrades Insurer Strength Rating to 'AA-'
----------------------------------------------------------------
Fitch Ratings downgraded these Insurer Financial Strength ratings
for CIFG Guaranty and affiliates:

  -- CIFG Guaranty: to 'AA-' from 'AAA'.
  -- CIFG Assurance North America, Inc.: to 'AA-' from 'AAA'.
  -- CIFG Europe: to 'AA-' from 'AAA'.

The ratings remain on Rating Watch Negative, where they were first
placed on Feb. 5, 2008.  All obligations insured by CIFG may be
affected by this action.  Fitch's policy is to downgrade insured
transactions to the higher of the underlying rating of the insured
transaction if rated by Fitch or the rating of the insurer.

This action on CIFG Guaranty and its affiliates is based on
Fitch's view that CIFG's shareholders may be less willing to
provide further capital support to CIFG in the future than in the
past.  Unquestioned capital support from large, strong
shareholders has been a key qualitative aspect of CIFG's 'AAA' IFS
rating historically, and played a tangible role in Fitch's
maintenance of CIFG's 'AAA' rating following deterioration in
CIFG's insured portfolio due to subprime exposures.  The strong
parental support provided through its shareholders Caisse
Nationale des Caisses d'Epargne et Prevoyance and Banque Federale
des Banques Populaires was demonstrated in late-2007 when the
ownership group provided a capital infusion of $1.5 billion into
CIFG to meet its prior modeled capital shortfall.

Though its analysis is ongoing, Fitch believes CIFG will likely
need considerably more capital resources to support an 'AAA' IFS
rating when the agency completes its updated review of CIFG's
capital position, which was first discussed on Feb. 5, 2008.  The
ratings remain on Rating Watch Negative as future rating actions
will hinge on the outcome of Fitch's assessment of CIFG's capital
position, combined with a further analysis of CIFG and its parent
companies' long-term commitment to the financial guaranty
industry, as well as updated analysis of CIFG's franchise and
competitive business positioning.  Fitch believes it is highly
probable CIFG's ratings will be downgraded further, in the near-
term, after these analyses are completed.

Fitch's updated review of CIFG and several of its financial
guaranty competitors, which is still on-going, is centering on its
exposure to structured finance collateralized debt obligations (SF
CDOs).  Based on updated loss assumptions and the speed with which
adverse information on underlying mortgage performance is becoming
available, Fitch believes both simulated capital model losses and
expected losses will increase materially for CIFG because of the
company's significant SF CDO exposure within its insured
portfolio, which was $9.2 billion as of Sept. 30, 2007.  Higher
cumulative loss levels on subprime mortgage bonds will potentially
have a greater impact on CIFG, given this guarantor's greater
concentration of mezzanine SF CDOs, which were originally backed
by underlying collateral rated 'BBB'.

The review will also consider a number of qualitative
considerations such as CIFG's future business and competitive
position, which Fitch views as challenged, as well as recent and
future changes in management, governance and ownership.

CIFG Guaranty, CIFG Assurance North America, Inc. and CIFG Europe
are subsidiaries of CIFG Holding.  CIFG Holding is directly owned
by Banque Federale des Banques Populaires and Caisse Nationale des
Caisses d'Epargne et Prevoyance, two large French banking groups.


COOLBRANDS INT'L: Pays $3 Mil. Debt Settlement to 2118769 Ontario
-----------------------------------------------------------------
CoolBrands International Inc. disclosed that the United States
Bankruptcy Court for the Northern District of Texas has issued a
final order approving the settlement of the secured creditor's
claim in the Chapter 7 bankruptcy case of Americana Foods Limited
Partnership.

Prior to its bankruptcy case, Americana operated an ice cream
production facility in Dallas, Texas.  Americana was a joint
venture of which CoolBrands indirectly owned 50.1%.
    
In October 2006, after the occurrence of a number of defaults
under its credit facility, Americana was advised by its lenders
that they would no longer lend to Americana and demanded full and
immediate payment of all amounts owing by Americana under the
credit facility, which aggregated approximately $21,830,000 plus
fees and other costs and which was guaranteed by CoolBrands and
its affiliates.

In November 2006, the indebtedness to the lenders was purchased by
2118769 Ontario Inc., a company controlled by Michael Serruya, the
president and chief executive officer of CoolBrands.  This
purchase allowed for the orderly sale of Americana's assets by the
Chapter 7 bankruptcy trustee, and as a result, minimized the
amount required to be paid by the company under its guarantee.
    
The issued order provides for a final payment to 2118769 of
$6.5 million by the bankruptcy trustee and for the release of all
claims by the trustee and Americana against CoolBrands and its
affiliates.  This payment, together with an earlier payment of
$13 million, partially repays the balance owing to 2118769.

CoolBrands will pay approximately $3.4 million to 2118769 under
its guarantee of the entire bank indebtedness, including accrued
interest and legal and bank fees paid by 2118769.

The litigation brought against the company by the other partner in
Americana is ongoing.  The company continues to defend itself
against the allegations filed in the complaint.

                 About Coolbrands International

Headquartered in Ontario, Canada, CoolBrands International Inc.
(Toronto: COB.A.TO) -- http://www.coolbrandsinc.com/ -- operated   
in the frozen dessert segment (until it was sold on April 1, 2007)
and managed the operations of its former foodservice segment under
contract with the purchaser of the foodservice business.   

Beginning in the latter part of fiscal 2006 and carrying on into
fiscal 2007, CoolBrands has been in the process of selling its
operating business units in an effort to eliminate operating
losses and to raise cash to repay its debt obligations.

                      Going Concern Doubt

BDO Seidman LLP, in Melville, New York, expressed substantial
doubt about Coolbrands International Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements as of the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's recurring losses from
operations and subsequent discontinuation of many of it key
operations.


COUNTRYWIDE FINANCIAL: CEO Defends Executive Pay & Stock Anomalies
------------------------------------------------------------------
Countrywide Financial Corp. CEO Angelo Mozilo testified before a
congressional panel late last week regarding allegations of
executing a $141-million stock bailout just before the company got
hit by the mortgage crisis, various reports say.

Mr. Mozilo defended himself before the House Oversight and
Government Reform Committee, saying he unloaded his stock options
as part of his retirement plan, and not to shield himself from the
incoming crisis, the Los Angeles Times reports.  Stan O'Neal of
Merrill Lynch & Co. and Citigroup Inc. former CEO Charles Prince
were also there to answer for their executive payouts.

The panel, which investigates and keeps an eye on bloated
executive compensation packages, alleged that Mr. Mozilo altered
his stock trading plans, allowing him to cash in on his stock
before Countrywide shares plunged.

But Mr. Mozilo retorted, "As our company did well, I did well,"
Bloomberg News relates.  "My direct compensation, and obviously
the value of my own Countrywide stock holdings, declined
substantially, which is as it should be," Bloomberg quotes Mr.
Mozilo as saying.  Mozilo insisted that his sale of his
Countrywide holdings had "absolutely no relation" to a stock
buyback program initiated by the company at that time.

The Committee head was apparently unmoved by Mozilo's reasoning.  
"You had good timing," the L.A. Times quotes Rep. Henry A. Waxman
as saying.  "The obvious question is this: How can a few
executives do so well when their companies do so poorly?  Are the
extraordinary compensation packages these CEOs received reasonable
compensation?  Or does the hundreds of millions of dollars they
were given represent a complete disconnect with reality?" Mr.
Waxman lamented.

Rep. Elijah E. Cummings remarked, "This is a mess . . .
[executives] with golden parachutes drifting off into the golf
field [while] people are losing their homes," relates the L.A.
Times.

However, the lawmakers remain divided on whether the current
problems in the market are primarily caused by excessive executive
payouts, or deeper problems in the company and in the market
themselves.

                    About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FINANCIAL: FBI Digs Into Mortgage Lending Practices
---------------------------------------------------------------
Countrywide Financial Corp. is under scrutiny by the U.S. Federal
Bureau of Investigation for alleged securities fraud, people
familiar with the matter told Glenn R. Simpson and Evan Perez of
The Wall Street Journal.

The FBI is looking into whether Countrywide lied about the
company's true financial health and the value of its mortgage
loans as disclosed in securities filings, says WSJ, citing sources
who know about the issue.

According to the lawsuit, the company "misled investors by falsely
representing that Countrywide had strict and selective
underwriting and loan origination practices," relates WSJ.  The
federal investigator is going through evidence that might point to
extensive misrepresentation of the company's loans among its
officials and executives.

Aside from an FBI investigation in its hands, Countrywide is
facing a securities fraud class action filed by several government
pension funds.  WSJ says that included in the lawsuit are other
financial entities that assisted Countrywide in issuing mortgage-
backed securities.

In addition to these investigations, Countrywide is currently
caught in a flurry of homeowner lawsuits.

                    About Countrywide Financial

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

                          *     *     *

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


CYGNAL TECH: Creditors Approve Joint Plan of Arrangement
--------------------------------------------------------
Cygnal Technologies Corporation disclosed that, pursuant to
meetings held March 7, 2008, with affected creditors of Cygnal,
Cygnal Technologies Ltd. and Accord Communications Ltd., the
Applicants obtained approval from their Creditors for their joint
plan of arrangement and reorganization dated Jan. 29, 2008.

For the Plan to be approved by a class of Creditors in accordance
with the Companies' Creditors Arrangement Act, it had to be
accepted by an affirmative vote of not less than a majority in
number of Creditors representing two-thirds or 66 2/3%, in value
of the claims in that Creditor class voting at the applicable
Creditor Meeting.
    
At the Creditor Meetings, the required majority of each class of
Creditors resolved to authorize, approve and adopt the Plan.
Notwithstanding the resolutions of each class of Creditor, the
directors of the Applicants remain authorized and empowered to
amend or not proceed with the resolution in accordance with the
Plan.
    
The Plan must also be sanctioned by a final order of the Ontario
Superior Court of Justice under the CCAA, for which a hearing is
scheduled for March 17, 2008.
    
It is anticipated that the Plan will be implemented and become
effective on or before April 1, 2008.

                   About Cygnal Technologies

Based in Markham, Ontario, Cygnal Technologies Corporation
(TSX: CYN) -- http://www.cygnal.ca/-- provides network
communications solutions including the design, integration,
installation, maintenance and management of wired and wireless
solutions and networks.  Cygnal supports end-user customers and
business partners through 12 offices across Canada, including
Vancouver, Edmonton, Calgary, Winnipeg, London, Burlington,
Toronto, Ottawa, Montreal, Quebec City and Halifax.


DELPHI CORP: Realigns Stake in Japanese & Hungarian Joint Ventures
------------------------------------------------------------------
As part of its restructuring efforts to reduce its compressor
business cost structure and strengthen its global footprint,
Delphi Corp. realigned its share holdings in two compressor joint
ventures with Japan-based Calsonic Kansei Corporation.

Delphi purchased the remaining 10% venture shares from Calsonic
Kansei Europe plc in Delphi Calsonic Hungary Ltd., and sold its
remaining 49% shares in its Japan-based venture, Calsonic Harrison
Co., Ltd. to Calsonic Kansei.  The dissolution of the two joint
ventures will help the company to become more focused and cost
competitive on a global basis.

"We have enjoyed a long-running relationship with Calsonic Kansei,
which has allowed us to provide customers with the very best
advanced solutions for their compressor needs," said Ron Pirtle,
Delphi Thermal Systems President.  "Delphi has recently expanded
its compressor footprint in Mexico and has a planned plant opening
in China this year.  This expansion, coupled with the announcement
of our Hungary plant, well positions Delphi to serve the needs of
the local markets and meet increasing customer demand."

The Hungary-based venture is located in Balassagyarmat and
manufactures compact variable compressors.  Customers, suppliers,
employees and other parties associated with the plant will not be
impacted by the share purchase.

Delphi formed its first joint venture with Calsonic Kansei in
Japan in 1986 and created its joint venture in Hungary in 1999.

                            About GM

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

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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


DELPHI CORP: Re-Launches Exit Financing to Include GM, Affiliate
----------------------------------------------------------------
Delphi Corp. will be relaunching its exit financing structure,
which will include participation from General Motors Corp., as
well as a new commitment from an affiliate of GM, to also support
the company's planned emergence from Chapter 11 reorganization.  
The company will host a conference call for potential lenders
today, March 11, 2008, to discuss the company's exit financing and
related timetable.  The proposed exit facilities are being
arranged on a best efforts basis by J.P. Morgan Securities, Inc.,
and Citigroup Global Markets, Inc., in accordance with prior
orders entered by the United States Bankruptcy Court for the
Southern District of New York.

As reported in the Troubled Company Reporter on March 6, 2008, the
company's $6.1 billion exit financing package includes a
$1.6 billion asset-backed revolving credit facility, at least
$1.7 billion of first-lien term loan, an up to $2.0 billion first-
lien term note to be issued to an affiliate of GM (junior to the
$1.7 billion first-lien term loan), and an $825 million second-
lien term loan, of which any unsold portion would be issued to GM
and its affiliates consistent with the terms of the company's
Investment Agreement with its plan investors.

On March 7, 2008, because certain of Delphi's plan investors had
advised the company that they believed the proposed exit
financing, including GM's increased participation, would not
comply with the Investment Agreement, Delphi presented a motion in
the Bankruptcy Court under section 1142 of the Bankruptcy Code
which permits the Court to consider matters and issue orders in
furtherance of a confirmed plan of reorganization.  

At the hearing, during which the Court did not grant the specific
relief sought by the company, the Court said that while GM could
not directly provide incremental exit financing to Delphi without
the consent of the plan investors, the prohibition against
additional agreements with GM did not extend to incremental
financing provided through GM subsidiaries or pursuant to certain
other structures.  In its ruling, the Bankruptcy Court also
observed that the company had been given sufficient guidance by
the Court to proceed to seek exit financing on terms that are
potentially achievable.  Although certain of the Investors
continue to object to the proposed exit financing, Delphi believes
its proposed exit financing is consistent with the Court's
guidance and previously issued confirmation order and will be
moving forward with the syndication efforts to raise $6.1 billion
in financing.

                            About GM

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

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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


DELPHI CORP: Inks $10 Million Purchase Agreement with Tenneco Inc.
------------------------------------------------------------------
Tenneco Inc. entered into a purchase agreement with Delphi
Automotive Systems LLC to acquire certain ride control assets and
inventory at Delphi's facility in Kettering, Ohio.  This purchase
agreement has been filed with the bankruptcy court as part of
Delphi's bankruptcy court proceedings.

The closing of this purchase is subject to certain closing
conditions, including bankruptcy court approval.

As part of the purchase agreement, Tenneco would pay approximately
$10 million for existing ride control components inventory and
approximately $9 million for certain machinery and equipment.  
Tenneco would also lease a portion of the Kettering facility from
Delphi.

In connection with the purchase agreement, Tenneco has entered
into an agreement with the International Union of Electrical
Workers, which represents the Delphi workforce at the Kettering
plant.  The agreement was ratified by the IUE¬ s rank and file in
August 2007.

Tenneco has also entered into a long-term supply agreement with
General Motors Corp. to continue to supply passenger car shock and
strut business to General Motors from the Kettering facility.

                       About Tenneco Inc.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has approximately
19,000 employees worldwide.

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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


DENNY'S CORP: Dec. 26 Balance Sheet Upside-Down by $178.9 Million
-----------------------------------------------------------------
Denny's Corp.'s consolidated balance sheet at Dec. 26, 2007,
showed $381.1 million in total assets and $560.0 million in total
liabilities, resulting in a $178.9 million total shareholders'
deficit.

At Dec. 26, 2007, the company's consolidated balance sheet also
showed strained liquidity with $57.9 million in total current
assets available to pay $131.5 million in total current
liabilities.

The company reported net income of $34.7 million on total
operating revenue of $939.4 million for the fiscal year ended
Dec. 26, 2007, compared with net income of $30.3 million on total
operating revenue of $994.0 million for the fiscal year ended
Dec. 27, 2006.

Company restaurant sales decreased $59.8 million or 6.6%.
Decreased sales resulted primarily from a 42 equivalent-unit
decrease in company-owned restaurants, offset by the increase in
same-store sales for the current year.  The decrease in company-
owned restaurants primarily resulted from the sale of 130 company-
owned restaurants to franchisees under the company's Franchise
Growth Initiative (FGI) during fiscal 2007.

Royalties increased by $2.9 million, or 4.8%, and initial fees
increased $5.3 million primarily resulting from the sale of 130
company-owned restaurants to franchisees.  Occupancy revenue
declined $3.1 million, or 10.9%, primarily resulting from a
$5.4 million decrease attributable to the sale of franchisee-
operated real estate properties during 2006 and 2007, offset by a
$2.3 million increase in occupancy revenue primarily related to
the sale of company-owned restaurants to franchisees.

Operating income was $83.5 million during 2007 compared with
$110.5 million during 2006.  

Interest expense, net decreased to $42.9 million from
$57.7 million in fiscal 2006.  The decrease in interest expense
resulted primarily from the repayment of $100.3 million and
$100.5 million of debt during the years ended Dec. 26, 2007, and
Dec. 27, 2006, respectively, as well as lower interest rates
resulting from the refinancing of the company's credit facilities
during 2006.

Other non-operating expenses, net were $668,000 for the year ended
Dec. 26, 2007, compared with $8.0 million for the year ended
Dec. 27, 2006.  The expense for the 2006 period primarily
represents an $8.5 million loss on early extinguishment of debt
from the write-off of deferred financing costs associated with the
debt prepayments made during the year and the refinancing of the
company's credit facilities.

The provision for income taxes was $5.2 million compared with
$14.7 million for the years ended Dec. 26, 2007, and Dec. 27,
2006, respectively.
                 Liquidity and Capital Resources

Cash flows used in financing activities were $102.6 million for
the year ended Dec. 26, 2007, which included $90.9 million of term
loan prepayments and $2.2 million of scheduled term loan payments
made through a combination of asset sale proceeds and cash
generated from operations.

The company's credit facility consists of a $50.0 million
revolving credit facility (including up to $10.0 million for a
revolving letter of credit facility), a $152.5 million term loan
and an additional $40.0 million letter of credit facility .  
During the fourth quarter of 2007, the previous $40.0 million
letter of credit facility was reduced to $37.0 million.  

At Dec. 26, 2007, the company had outstanding letters of credit of
$37.3 million (comprised of $36.6 million under the company's
letter of credit facility and $700,000 under the company's
revolving facility).  There were no revolving loans outstanding at
Dec. 26, 2007.  These balances result in availability of
$400,000 under the company's letter of credit facility and
$49.3 million under the revolving facility.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Dec. 26, 2007, are available
for free at http://researcharchives.com/t/s?28e3

                    About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a
full-service family restaurant chain, consisting of 394 company-
owned units and 1,152 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.

                          *     *     *

Denny's Corp. carries Standard & Poor's 'B+' Long-Term Foreign
Issuer and 'B+' Long Term Local Issuer ratings.


DOMAIN INC: Court Sets Leases Auction Hearing for March 18
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 18, 2008, to consider the request of
Domain Inc. and its debtor-affiliate Domain Home Holding Co., LLC,
to auction leases for all its stores in seven states on March 25,
2008, Bill Rochelle of Bloomberg News reports.  The hearing will
be held before the Hon. Peter J. Walsh at 824 Market Street in
Wilmington, Delaware.

Mr. Rochelle relates that bids for the Debtors' assets are due
March 24, 2008.  The Debtors proposed that a sale hearing be held
March 28, 2008.

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com -- http://www.domain-home.com/  
-- operate a chain of 27 home furnishing stores across seven
states in the Northeast and Mid-Atlantic regions of the US,
including suburbs of major metropolitan markets such as Boston,
New York, Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133). J. Kate Stickles, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors for these cases.  When the Debtors filed for bankruptcy,
they listed assets and debts between $10 million and $50 million.


DOUGLAS SHANNON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Douglas S. Shannon
        Connie S. Shannon
        620 Liberty Street
        P.O. Box 75
        Jamestown, PA 16134

Bankruptcy Case No.: 08-10447

Chapter 11 Petition Date: March 7, 2008

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: John E. Nagurney, Esq.
                     (attorneynagurney@alltel.net)
                  310-312 Chestnut Street, Suite 101
                  Masonic Building
                  Meadville, PA 16335
                  Tel: (814) 337-5339
                  Fax: (814) 337-0757

Estimated Assets: $50 million to $100 million

Estimated Debts:       $500,000 to $1 million

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


EGPI FIRECREEK: Receives Arbitration Demand from Star Energy
------------------------------------------------------------
On Feb. 28, 2008, EGPI Firecreek Inc. received a Demand for
Arbitration from Star Energy Corp. against the company and Double
Coin Ltd., an entity co-owned in part by Mr. Rupert Johnson, a
director of the company.  

On Aug. 3, 2007, EGPI Firecreek through its wholly owned
subsidiary, Firecreek Petroleum Inc. entered into a Letter
Agreement with Star relating to the purchase and sale of all of
the company's rights to and interest in certain oil, natural gas,
or other natural resource projects in Ukraine.  Pursuant to the
Agreement, the company received 2,100,000 shares of Star's
restricted Common Stock and $100,000 in cash upon execution of the
Agreement.

Mr. Johnson was retained and compensated by Star as a consultant
in the transaction.  The Demand for Arbitration alleges:

  (a) the company and Double Coin wilfully failed to cooperate
      with Star in conducting its due diligence review in
      connection with various projects;

  (b) that this failure to cooperate with its due diligence review
      prevented Star from acquiring any rights and interests in
      the projects and thus amounts to a breach of the Agreement;

  (c) that the company and Double Coin breached an implied duty of
      good faith and fair dealing; and

  (d) that the company and Double Coin made misrepresentations in
      connection with the transaction.  

Star seeks (i) to have the Agreement declared null and void; (ii)
the return of the shares issued to the company; (iii) the company
to return the $100,000 cash payment.

The company disclosed that it strongly disputes the allegations
and is prepared to vigorously defend against the claims set forth
in the Demand.

                       About EGPI Firecreek

Based in Scottsdale, Arizona, EGPI Firecreek Inc. (OTC BB: EFCR)
-- http://egpifirecreek.net/-- is currently focused on oil and  
gas activities in the following areas: i) Development of its  
domestic interests acquired in Wyoming in late 2005 for production
of primarily natural gas, and Texas for production of oil, and ii)
to a lesser extent, pursuit of and potential completion of
projects overseas in Central Asian and European countries.

                          *     *     *

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3,269,432 in total assets and $8,308,184 in total liabilities,
resulting in a $5,036,752 total stockholders' deficit.


FAIRPOINT COMMS: Fitch Assigns 'BB-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings assigned a 'BB-' Issuer Default Rating to FairPoint
Communications, Inc.  In addition, Fitch assigned a 'BB+' rating
to FairPoint's $2.03 billion in secured bank credit facilities and
a 'BB-' rating to its proposed $540 million senior unsecured
notes.  The Rating Outlook is Stable.

FairPoint plans to merge with a subsidiary being formed by Verizon
Communications, Inc. known as Spinco on March 31, 2008.  Spinco's
business consists of local exchange business and certain other
assets (long distance and Internet services) in Maine, New
Hampshire and Vermont.  To complete the transaction, FairPoint and
Spinco will issue approximately $2.17 billion in debt, which will
be assumed by FairPoint, and FairPoint will issue approximately
54 million shares to Verizon.

The debt proceeds primarily will be used to pay Verizon
approximately $1.16 billion in a cash distribution, repay existing
FairPoint debt and cover certain fees and expenses.  The
$540 million in notes will be exchanged for existing Verizon debt.

After the merger, FairPoint is expected to have $200 million
available on a six-year revolving credit facility and up to
$200 million available on a delayed-draw term loan that will be
available for one year after the close of the transaction.  The
term loan A facility and B facility (including the delayed draw
facility) will mature in six and eight years, respectively.

Fitch's ratings incorporate expectations that FairPoint will
generate strong free cash flows in 2009 and beyond, and that
following an accelerated broadband buildout and conversion
expenses in 2008, FairPoint's dividend payout will provide it with
solid financial flexibility as it will be in the 45%-55% range in
2009 and 2010.  Further, Fitch expects FairPoint to moderately
delever over time, as regulatory stipulations direct a material
portion of free cash flow to the reduction of debt.  Fitch expects
debt-to-EBITDA to approximate 4 times in 2009, and decline
thereafter, based on conservative synergy expectations and not
adjusting for certain non-cash pension and benefit costs that will
be considered in calculating EBITDA for its bank covenants.

Fitch believes that the company's rural footprint provides it with
modestly lower exposure to competition than the urban-based
regional Bell operating companies.  FairPoint estimates cable
telephony competition reaches approximately two-thirds of its
access lines.  To mitigate competitive pressures, FairPoint
anticipates growing revenue from new services, including the
continued deployment of high-speed data services, and by including
in its bundle satellite-provided video services.  In addition, the
company expects operating cost synergies to reach a range of
$110 million to $115 million.

Fitch believes there is execution risk regarding FairPoint's
development of systems and the integration of Spinco's operations
into its own.  Fitch will monitor FairPoint's conversion expenses,
and the anticipated transition services spending of approximately
$133 million, and could review its rating if expenditures exceed
expectations.  Fitch believes the execution risk is offset to some
extent by the significant systems development work FairPoint has
done prior to the closing of the transaction, and by the
transition services agreement with Verizon.  Moreover, a third-
party independent monitor will consult with state regulators, and
will evaluate and approve the company's testing and readiness for
cutover prior to the transition off of Verizon's systems.


FEDERAL-MOGUL: Johns-Manville Case Forms Plan A Disapproval Basis
-----------------------------------------------------------------
In a letter addressed to the U.S. Bankruptcy Court for the
District of Delaware, Craig Goldblatt, Esq., counsel for Hartford
Accident and Indemnity Company, First State Insurance Company, and
New England Insurance Company, called Judge Judith Fitzgerald's
attention to the Second Circuit's recent decision in In re Johns-
Manville Corp., No. 06-2099 (2d Cir. Feb. 15, 2008).  

Mr. Goldblatt believes that the Second Circuit's decision bears
directly on the permissibility of the modifications to the Section
524(g) injunction sought by the Reorganized Debtors and the other
Plan Proponents under the Plan A Settlement.  The Second Circuit
issued its decision after the close of briefing on the
modifications to the Plan A Settlement.

In Johns-Manville, the Second Circuit, relying heavily on the
Third Circuit's decision in In re Combustion Engineering, Inc.,
391 F.3d 190 (3d Cir. 2004), held that a bankruptcy court did not
have authority to enjoin claims that run against non-debtor third
parties merely because those claims shared a common factual nexus
with claims against the debtor, Mr. Goldblatt notes.  Rather, the
Second Circuit held that "a bankruptcy court only has
jurisdiction to enjoin third-party non-debtor claims that
directly affect the res of the bankruptcy estate."  For that
reason, the Second Circuit ruled that the Johns-Manville
bankruptcy court lacked authority to enjoin "direct action"
claims against Travelers, notwithstanding the bankruptcy court's
factual findings that Travelers learned virtually everything it
knew about asbestos from its relationship with Manville, Mr.
Goldblatt points out.

The principal basis for the Second Circuit's conclusion,
according to Mr. Goldblatt, was that the claims enjoined did not
run "against an asset of the bankruptcy estate, nor [did the
claims] affect the estate."  Instead, just like the claims
asserted against Pneumo Abex in the Debtors' bankruptcy
proceedings, the claims sought to recover directly from Traveler,
the alleged wrongdoer, on account of Travelers' alleged "own
independent wrongdoing."  Mr. Goldblatt notes that in language
fully applicable to the Debtors' cases, the Second Circuit
pointed out that "a nondebtor release is a device that lends
itself to abuse.  By it, a nondebtor can shield itself from
liability to third parties.  In form, it is a release; in effect,
it may operate as a bankruptcy discharge arranged without a
filing and without the safeguards of the Code."

In concluding that the Johns-Manville bankruptcy court lacked the
jurisdiction to enter the proposed injunction, the Second Circuit
pointed directly to Section 524(g) of the Bankruptcy Code, which
it said "must be interpreted in the same manner," Mr. Goldblatt
relates.  The Second Circuit, he says, explained that the central
problem with the injunction it was reviewing was that the claims
against Travelers that were enjoined "are not derivative of
Manville's liability, but rather seek to recover directly from
Travelers for its own alleged misconduct."  Section 524(g) does
not allow that.  "While Congress enacted Section 524(g) to
reflect the injunction/channeling mechanism that the Manville
bankruptcy court developed in response to various derivative
claims, the provision was not intended to reach non-derivative
claims. Because the claims here are non-derivative and have no
effect on the res, they are outside the limits of Section
524(g)," Mr. Goldblatt quotes the Second Circuit as saying.  The
Second Circuit concluded by noting that while it was sympathetic
to the "bankruptcy court's desire to facilitate global finality
for Travelers," the desire for finality was not a basis for the
entry of an injunction that exceeded the bankruptcy court's
authority.

The same situation is true in the Debtors' bankruptcy cases, Mr.
Goldblatt tells Judge Fitzgerald.  The Johns-Manville opinion --
which makes unmistakably clear that the injunction contemplated
by the Plan A settlement will exceed the Bankruptcy Court's
authority -- breaks no new doctrinal ground, he contends.  The
opinion, he says, amplifies the fact that the Plan A injunction
will have no effect on the Reorganized Debtors and has no
relation to any of the Debtors' property beyond the impermissible
connection that a third party will make a financial contribution
to the estate in exchange for obtaining that injunction.  The
Johns-Manville opinion provide ample basis to deny approval of
Plan A, Mr. Goldblatt argues.

Allianz Global Corporate & Specialty AG, Allianz Global Risks
U.S. Insurance Company, and Allianz Underwriters Insurance
Company join in Mr. Goldblatt's contentions.

                     Plan Proponents Disagree

In response to Mr. Goldblatt's letter, the Plan Proponents argue
that contrary to Mr. Goldblatt's broad reading of the Manville
Opinion, the opinion is a narrow ruling on facts distinct from
those in the Debtors' bankruptcy cases, and thus, provides no
basis for denying approval of the Plan A Settlement.

In Manville, the Second Circuit dealt with claims brought by
asbestos plaintiffs against certain of Manville's insurers, Peter
Van N. Lockwood, Esq., at Caplin & Drysdale, Chartered, in
Washington, D.C., relates.  "These claims did not concern the
Manville insurance policies or policy proceeds, but rather
involved separate and independent tort actions against the
insurers," Mr. Lockwood points out.

In the Johns-Manville case, asbestos claimants alleged that the
insurers had violated direct duties to warn the plaintiffs of
asbestos hazards learned as a consequence of insuring Manville.  
The Second Circuit ruled that because the plaintiffs sought a
recovery from the insurers, and not with respect to Manville's
policies, the claims did not affect the res of the bankruptcy
estate and the bankruptcy court therefore lacked jurisdiction to
enjoin the claims, Mr. Lockwood notes.

In addition, and in dictum, the Second Circuit said that Section
524(g), enacted in response to the 1986 Manville injunction,
"must be interpreted in the same manner," Mr. Lockwood informs
Judge Fitzgerald.  The Second Circuit also, in dictum, referred
to the Combustion Engineering's use of the term "derivative
liability" in discussing the scope of Section 524(g), he adds.

"None of this has any bearing on the situation here," Mr.
Lockwood contends.  The claims at issue in Manville merely shared
a "common factual nexus" with the claims alleged against
Manville, he argues.  In contrast to the Debtors' bankruptcy
cases, the Pneumo Asbestos Claims asserted against the Pneumo
Protected Parties do not involve separate and independent claims,
unrelated to those asserted against the Debtors.  Instead, the
Pneumo Asbestos Claims assert the very same liability against the
Pneumo Protected Parties as that asserted against the Debtors --
liability that allegedly derives from the manufacture and sale of
asbestos-containing products by the Abex Brake Business, a
business that the Debtors now own, Mr. Lockwood emphasizes.  The
Pneumo Asbestos Claims involve the same alleged contaminated
products, the same alleged conduct, the same alleged wrongdoing,
and thus the same alleged claims as those asserted against the
Debtors themselves, he points out.

Accordingly, the Pneumo Protected Parties' alleged liability for
Pneumo Asbestos Claims squarely fits the requirements of Section
524(g)(4)(a)(ii), and presents a paradigm case of what the Second
Circuit, and the Third Circuit in Combustion Engineering, refer
to as "derivative" liability, Mr. Lockwood argues.

The Plan Proponents maintain that the Bankruptcy Court
unquestionably has subject matter jurisdiction over the Pneumo
Asbestos Claims.  Unlike the claims asserted against the insurers
in Manville, the Pneumo Asbestos Claims are "actions that affect
the estate" and "have [an] effect on the res [of the estate],"
the Plan Proponents aver.  Unlike Manville where the claims of
the plaintiffs against the insurers were not alleged to create
claims on the part of the insurers against the Manville estate,
every dollar paid on a Pneumo Asbestos Claim will give rise to an
indemnity claim by Cooper or Pneumo against the Debtors' estates
absent the Plan A or Plan B Settlement, Mr. Lockwood relates.

Approval of Plan A, Mr. Lockwood maintains, is entirely
consistent with the Manville Opinion to the extent that decision
applies beyond its limited facts.

                       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.


FONIX CORP: Thomas Murdock Resigns as Board Chair and President
---------------------------------------------------------------
Fonix Corp. disclosed in a regulatory filing Wednesday that Thomas
A. Murdock has resigned as chairman of the board, president, and
chief executive officer of Fonix Corporation.  Additionally, Mr.
Murdock resigned from all officer and director positions he held
with Fonix Speech Inc., Fonix/AcuVoice Inc., Fonix/Papyrus
Corporation, Fonix UK Ltd., and Fonix Sales, Korea Group Ltd., all
subsidiaries of the company.

On March 5, 2008, William A. Maasberg also resigned as director of
the company.

In connection with the resignation of Messrs. Murdock and
Maasberg, the company appointed Roger D. Dudley, who is currently
serving as the company's executive vice president and chief
financial officer, as the company's chairman, president, and chief
executive officer.  Mr. Dudley will continue to serve as chief
financial officer.  Following the resignations of Messrs. Murdock
and Maasberg, Mr. Dudley is the sole director of the company.

Roger D. Dudley, 55, is a co-founder of the company and has served
as an executive officer and member of the company's board of
directors since June 1994.  After several years at IBM in
marketing and sales, he began his career in the investment banking
industry.  He has extensive experience in corporate finance,
equity and debt private placements and asset management.  In 1975,
Mr. Dudley studied at the University of Utah.

                        About Fonix Corp.

Based in Salt Lake City, Utah, Fonix Corporation (OTC BB: FNIX) --
http://www.fonix.com/-- currently operates through its wholly
owned subsidiary, Fonix Speech Inc., a speech recognition and
text-to-speech technology company that provides value-added speech
solutions.  Fonix Speech offers voice solutions for
mobile/wireless devices; interactive video games, toys and
appliances; computer telephony systems; the assistive market and
automotive telematics.

                           *    *     *

Hansen, Barnett & Maxwell PC expressed substantial doubt about
Fonix Corporation's ability to continue as a going concern after
auditing the company's financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's significant losses and negative cash flows from
operating activities during each of the three years in the period
ended Dec. 31, 2006.

At Sept. 30, 2007, the company had total assets of $2.78 million
and total liabilities of $57.98 million, resulting in a
$55.20 million total stockholders' deficit.


FORD MOTOR: Awards Stock of More than $15 Mil. to Top Executives
----------------------------------------------------------------
Ford Motor Co. granted Chief Executive Officer Alan Mullaly and
14 other executive officers a total of 2 million stock units worth
almost $15 million and more than 6 million, two days after the
company disclosed performance bonuses for North American
employees, The Wall Street Journal reports citing U.S. Securities
and Exchange Commission filings.  Stock unit value is based on
Ford's Wednesday closing price of $6.14.

WSJ relates that Mr. Mullaly received 715,230 stock units valued
at more than $4 million and 3.56 million stock options.

As reported in yesterday's Troubled Company Reporter, Ford will
dole out performance bonuses to all its hourly and salaried
employees in North America despite incurring a $2.7 billion loss
in 2007.  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 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.

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.


FORTUNOFF: Judge Peck Grants Priority Status to Vendors' Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed, on a final basis, that the vendors and suppliers of
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates will have administrative expenses priority status under
Sections 503(b) and 507(a)(2) of the Bankruptcy Code, for
undisputed obligations arising from outstanding orders relating to
shipments of goods delivered and received by the Debtors after the
bankruptcy filing.  

Bankruptcy Judge James M. Peck authorized, but did not obligate,
the Debtors to pay the Undisputed Obligations under their
customary practice in the ordinary course of business, including,
without limitation, up to $85,000 for Goods ordered prepetition,
which the Debtors cannot reorder, having posted a prepetition
letter of credit.

The Court authorized, but did not direct, the Debtors to pay
administrative expense claims for the Goods, provided that the
Debtors, at their option, may return any Goods to the Vendors.  
The Vendors will not receive an administrative expense claim or
payment for any returned Goods.

Judge Peck permits the Debtors to return to the Vendors certain
Goods that were delivered prepetition, for an offset of the
purchase price of the Goods against the Vendors' prepetition
claims, subject to any limitations imposed by the Court, and
prior rights of holders of security interests in the Goods -- or
the proceeds of the Goods -- under (i) the Debtors' proposed DIP
financing, (ii) the prepetition Revolving Facility, and (iii) the
preptition Term D Loan.

The Court approved, on a final basis, the Debtors' proposed
procedures for the processing and reconciliation of Reclamation
Demands.

Reclamation Demands that are determined to be valid will be
allowed by the Court, provided, that all issues relating to the
treatment of any allowed Reclamation Claim will be reserved.

The Court overruled Treasure Garden, Inc.'s Objection.

                   Treasure Garden's Objection

Previously, Treasure Garden asserted that the Debtors' proposed
reclamation procedures undermine its reclamation rights and are
inconsistent with Section 546 of the Bankruptcy Code.  

Treasure Garden also stated that payment for its reclamation claim
was not provided for in the Reclamation Procedures.

On the Debtors' behalf, Frank A. Oswald, Esq., at Togut Segal &
Segal LLP, in New York, relates that the Debtors' purpose for
establishing the Reclamation Procedures is to avoid the
inefficiency, cost, and other harmful consequences of piecemeal
litigation over the reclamation claims.  

Mr. Oswald informs the Court that the Debtors have received more
than 100 reclamation demands, aggregating more than $10,500,000.

Through the Proposed Procedures, Mr. Oswald explains that the
Debtors seek to achieve uniformity, fairness, efficiency and
savings for all parties involved, including Treasure Garden.

Mr. Oswald also points out that Treasure Garden has neither
identified any basis that would support its allegations that the
Reclamation Procedures are inappropriate, nor demonstrated any
basis that it alone should be exempted from the procedures.

Mr. Oswald clarifies that the Debtors are not seeking to
interfere with Treasure Garden's right to assert an
administrative claim based on reclamation.

                        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: May Continue Paying Workers' Wages and Benefits
----------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York authorized Fortunoff Fine Jewelry
and Silverware LLC and its debtor-affiliates, on a final basis,
to:

   -- pay prepetition wages, salaries, and employee benefits;

   -- continue the Debtors' employee benefit programs in
      the ordinary course of business;

   -- pay all fees and costs to third-party administrators,
      temporary employment agencies and temporary employees.

Judge Peck also authorized the Debtors' banks, on a final basis,
to receive, process, honor and pay all pre- and postpetition
checks and fund transfers on account of the Employee Obligations
that had not been honored and paid as of the bankruptcy filing,
provided that sufficient funds are on deposit in the applicable
accounts to cover the payments.

The Banks are prohibited from placing any holds on, or attempting
to reverse, any automatic transfers to any account of an
Employee or other party for Employee Obligations, provided that
sufficient funds are on deposit in the applicable accounts to
cover the transfers, Judge Peck stated.

               Employees Perform Critical Functions

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Sally McDonald Henry, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, the Debtors' former counsel, related that
employees perform a variety of critical functions, which are
essential to the effective reorganization of the Debtors'
businesses.

The Debtors employ 2,400 employees, majority of whom are full
time personnel.  Roughly 86% of all Employees are hourly wage
earners, and 14% are salaried personnel.

The average monthly payroll for the Employees in a typical, non-
Chirstmas season month, is $7,700,000, including payroll taxes.  
The Debtors estimated that as of Jan. 31, 2008, there are accrued
but unpaid payroll amounts for:

   * $520,000, including payroll taxes, for Salaried Employees;
     and

   * $571,000, including payroll taxes for Hourly Employees.

                        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)


GENERAL MOTORS: Ex-Unit Delphi Reports Re-Launch of Exit Facility
-----------------------------------------------------------------
Delphi Corp. will be relaunching its exit financing structure,
which will include participation from General Motors Corp., as
well as a new commitment from an affiliate of GM, to also support
the company's planned emergence from Chapter 11 reorganization.  
The company will host a conference call for potential lenders
today, March 11, 2008, to discuss the company's exit financing and
related timetable.  The proposed exit facilities are being
arranged on a best efforts basis by J.P. Morgan Securities, Inc.,
and Citigroup Global Markets, Inc., in accordance with prior
orders entered by the United States Bankruptcy Court for the
Southern District of New York.

As reported in the Troubled Company Reporter on March 6, 2008, the
company's $6.1 billion exit financing package includes a
$1.6 billion asset-backed revolving credit facility, at least
$1.7 billion of first-lien term loan, an up to $2.0 billion first-
lien term note to be issued to an affiliate of GM (junior to the
$1.7 billion first-lien term loan), and an $825 million second-
lien term loan, of which any unsold portion would be issued to GM
and its affiliates consistent with the terms of the company's
Investment Agreement with its plan investors.

On Mar. 7, 2008, because certain of Delphi's plan investors had
advised the company that they believed the proposed exit
financing, including GM's increased participation, would not
comply with the Investment Agreement, Delphi presented a motion in
the Bankruptcy Court under section 1142 of the Bankruptcy Code
which permits the Court to consider matters and issue orders in
furtherance of a confirmed plan of reorganization.  At the
hearing, during which the Court did not grant the specific relief
sought by the company, the Court said that while GM could not
directly provide incremental exit financing to Delphi without the
consent of the plan investors, the prohibition against additional
agreements with GM did not extend to incremental financing
provided through GM subsidiaries or pursuant to certain other
structures.  In its ruling, the Bankruptcy Court also observed
that the company had been given sufficient guidance by the Court
to proceed to seek exit financing on terms that are potentially
achievable.  Although certain of the Investors continue to object
to the proposed exit financing, Delphi believes its proposed exit
financing is consistent with the Court's guidance and previously
issued confirmation order and will be moving forward with the
syndication efforts to raise $6.1 billion in financing.

                      About Delphi Corp.

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

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

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

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

                     About 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.


GLOBAL CASH: Earnings Drop 86.8% at $0.7MM for 2007 Fourth Quarter
------------------------------------------------------------------
Global Cash Access Holdings Inc. reports $0.7 million net income
for the 2007 fourth quarter ended Dec. 31, down 86.8% from $5.5
million net income for the 2006 fourth quarter.  For the fiscal
year ended Dec. 31, 2007, the company's net income is
$22.5 million, down 15.4% from $26.6 million net income of fiscal
2006.

For the 2007 fourth quarter, the company generated revenues of
$144.0 million, an increase of 1.5% from $141.8 million revenues
for the 2006 fourth quarter.  For the 2007 fiscal year, the
company's revenues totaled $600.8 million an increase of 9.6% over  
$548.1 million revenues of fiscal 2006.

Operating income in the fourth quarter of 2007 was $11.6 million,
a decrease of 47.6% from the same period in 2006.  Operating
income in fiscal 2007 was $72.7 million, a decrease of 14.7% from
2006.  Included within operating expense in the fourth quarter of
2007 is $4.3 million of costs associated with the internal
investigation conducted by the audit committee of the board of
directors, $7.9 million of costs associated with the accelerated
vesting of stock options and restricted stock of former
executives, and $0.8 million of cash based severance for
terminated executives.  Offsetting these one-time expenses in
operating expenses is $2.6 million of income related to the
company's settlement of the Visa Check or MasterMoney Antitrust
Litigation.

Operating expenses in the fourth quarter of 2007 were
$25.8 million, an increase of 56.2% over the same period in 2006.   
Operating expenses, excluding non-cash compensation expense and
items that do not occur on a recurring basis, were $13.4 million
in the current quarter, a decrease of 4.8% from the comparable
total of $14.1 million in the fourth quarter of 2006.  Included
within operating expenses in the fourth quarter of 2007 is
$2.6 million of income related to the company's settlement of the
Visa Check or MasterMoney Antitrust Litigation.

Interest income was $0.7 million in the fourth quarter of 2007, a
decrease of 17.8% from the comparable 2006 period.

Interest expense in the fourth quarter of 2007 was $9.3 million as
compared to $10.2 million in the fourth quarter of 2006.  Interest
expense on the company's borrowings declined $0.8 million due to
the lower amounts of outstanding indebtedness and lower interest
rates on the floating rate portion of that indebtedness in the
fourth quarter of 2007.

Income tax expense in the fourth quarter of 2007 was $2.4 million.   
The company's provision in the fourth quarter of 2007 is based on
an expected full year effective rate of 41.6%.  The increase in
the effective rate for 2007 versus the 38.8% effective rate for
2006 and the 38.4% effective rate estimated at Q3 2007 was
primarily due to the tax impact of the acceleration of vesting of
equity awards to the company's former chief executive officer and
former chief financial officer upon their termination.

At Dec. 31, 2007, the company had unrestricted cash and cash
equivalents of $71.1 million, settlement receivables of
$60.6 million and settlement liabilities of $93.7 million.

Total borrowings at Dec. 31, 2007, were $263.5 million, consisting
of $110.7 million of borrowings under the company's senior secured
credit facilities and $152.8 million face amount of 8 3/4% senior
subordinated notes.

During the quarter ended Dec. 31, 2007, the company acquired
3.1 million shares of common stock at an average price per share
of $7.62 for a total investment of $23.5 million.  As of Dec. 31,
2007, total acquired shares stood at 4.6 million shares at an
average price of $9.13 resulting in a total investment of
$41.7 million.  On Feb. 11, 2008, the company had completed the
board of directors approved $50.0 million share repurchase plan.

                    About Global Cash Access

Headquartered in Las Vegas, Global Cash Access Holdings Inc. --
http://www.globalcashaccess.com/-- is a holding company whose  
principal asset is the stock of Global Cash Access Inc., a
provider of cash access systems and related marketing services to
the gaming industry.
        
                         *     *     *
        
As reported in the Troubled Company Reporter on Nov. 30, 2007,
Moody's Investors Service placed the corporate family and
subordinated debt ratings of Global Cash Access Inc. under review
for possible downgrade following the company's Nov. 14, 2007,
statement that it will delay filing of its Sept. 30, 2007 Form 10-
Q.  These ratings were placed under review for possible downgrade:
(i) B1 for corporate family rating; (ii) B1 for probability of
default rating; and (iii) B3 (LGD5, 81%) for $153 million of 8.75%
senior subordinated notes.


GRAFTECH INT'L: Dec. 31 Balance Sheet Upside Down By $112.7 Mil.
----------------------------------------------------------------
GrafTech International Ltd. reported that at Dec. 31, 2007, the
company's balance sheet reflected total assets of $866.7 million,
total liabilities of $979.4 million, resulting to a total
stockholders' deficit of $112.7 million.

For the 2007 fourth quarter ended Dec. 31, the company's net
income is at $39.9 million from $77.2 million of the 2006 fourth
quarter.  For the 2007 fiscal year ended Dec. 31, the company
reported net income of $153.7 million from $91.3 million income of
fiscal 2006.

Net sales for the 2007 fourth quarter were $269.4 million an
increase of $34 million or 14% from $235.4 million total sales for
the 2006 fourth quarter.  For the fiscal year 2007, the company's
net sales were $1,004.8 million from $855.4 million sales in 2006.

"The significant improvement in the results was enabled by better
price realization and the team's relentless pursuit of cost
reductions and increased production efficiencies," Craig Shular,
chief executive officer of GrafTech, commented.  "Operating cash
flow more than doubled to $131 million, allowing us to complete
the year with net debt of $370 million, the lowest in our
company's history."

"Finally, growing sales by 18% while at the same time reducing
selling and administrative costs by 11 percent rounded out a solid
year," Mr. Shular added.

For the 2007 fourth quarter, gross profit increased approximately
17%, to $81 million, or 30.1% of net sales, as compared to
$69 million, or 29.4% of net sales, in the fourth quarter of 2006.   
Gross profit in the quarter was negatively impacted by a one-time
$5 million charge associated with the termination and closure of
our defined benefit South African pension plan.  Excluding the
impact of this charge, gross margin for the quarter would have
been 32.0%.

Income from continuing operations was $39 million versus
$26 million in the 2006 fourth quarter.  Income from continuing
operations before special items was $44 million as compared to
$21 million in the 2006 fourth quarter.  The year on year change
included the benefit of a seven percentage point improvement in
the company's effective income tax rate from 28% to 21%.  Net cash
provided by operating activities increased to $55 million, versus
$20 million in the 2006 fourth quarter.

Selling and administrative and research and development expenses
were $24 million in the 2007 fourth quarter, as compared to
$29 million in the 2006 fourth quarter.  The decrease resulted
largely from realized benefits associated with restructuring and
productivity projects.

Interest expense was $7 million in the 2007 fourth quarter or
$4 million lower than the same period in the prior year as a
result of successful deleveraging efforts.

Other expense, net, was $2 million in the 2007 fourth quarter, as
compared to other income, net, of $8 million in the same period in
2006.  The change in the quarter is largely due to inter-company
loan currency translation losses.

                    About Graftech International

Based Parma, Ohio, in GrafTech International Ltd. (NYSE: GTI) --  
http://www.graftech.com-- manufactures graphite electrodes,  
products essential to the production of electric arc furnace
steel, and various other ferrous and non-ferrous metals.  The
company manufactures natural graphite products enabling thermal
management solutions for the electronics industry, and fuel cell
solutions for the transportation and power generation industries.   
GTI also manufactures and provides graphite and carbon products,
as well as related technical services, including graphite and
carbon materials for the semiconductor, transportation,
petrochemical and other metals markets.  GTI has four major
product categories: graphite electrodes, advanced graphite
materials, and carbon refractories and natural graphite.  On
Dec. 5, 2006, GTI completed the sale of its cathode business,
including its 70% equity interest in Carbone Savoie S.A.S. to
Alcan France.
   
                           *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor Ratings Services said that its rating and outlook
on graphite electrodes manufacturer Graftech International Ltd.
(B+/Positive/--) are not affected at this time by the company's
announcement that it will redeem $125 million of its outstanding
10.25% senior notes due 2012.

        
GRIFFIN LAND: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Griffin Land Development, LLC
        793 Lennox Drive, S.E.
        Conyers, GA 30094

Bankruptcy Case No.: 08-64031

Chapter 11 Petition Date: March 3, 2008

Court: U.S. Bankruptcy Court for the Northern District of Georgia
       (Atlanta)

Judge: Mary Grace Diehl

Debtors' Counsel: Maureen E. Wood, Esq.
                  Wood & Wood, LLP
                  Suite A
                  1070 Iris Drive
                  Conyers, GA 30094
                  Phone: (678) 509-1191
                  Fax: (678) 609-1192
                  E-mail: maureenwood@woodandwoodllp.com

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

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

List of Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
MuCllers's Construction Inc.    Sewer Construction   $39,016.00
P.O. Box 1260
Loganville, GA
30052

Amerian Express              Credit card (disputed)   $6,026.13
200 Vesey St., 44th
Floor, New York
NY 10285

Specialty Testing, Inc.         Video Inspection      $1,422.35
P.O. Box 907535                 Sewer System
Gainesville, GA
30501

Westfield Group               Liability insurance       $222.00
                                    (disputed)


HCA INC: Releases Final Results for $500 Million Debt Tender Offer
------------------------------------------------------------------
HCA Inc. disclosed the final results for its debt tender offer to
purchase up to $500,000,000 of its debt securities.  The tender
offer expired at midnight, New York City time, on March 6, 2008.

The tender offer was made on the terms and subject to the
conditions set forth in the Offer to Purchase dated Feb. 7, 2008,
and the related Letter of Transmittal.

The table identifies the principal amount of each series of
securities validly tendered in the tender offer and the principal
amount of each series of securities that HCA has accepted for
purchase pursuant to the tender offer, well as the approximate
pro-ration factor for each series.

The amounts of each series of securities to be purchased in the
tender offer were determined based on the aggregate principal
amount of each series of securities validly tendered and not
validly withdrawn on or before the expiration date, in accordance
with the priorities identified in the "Acceptance Priority Level"
column in the table below and subject to the maximum tender offer
amount of $500,000,000 and the maximum tender cap of $200 million
applicable to the 8.750% Notes due 2010.

Based on the aggregate principal amount of securities tendered on
or before the expiration date and the terms of the tender offer,
HCA will purchase:

   (i) $200,000,000 aggregate principal amount of the 8.750% Notes
       due 2010 validly tendered and not validly withdrawn, which
       represents a pro-ration factor of approximately 61.9%;

  (ii) $202,499,000 aggregate principal amount of the 7.875% Notes
       due 2011 validly tendered and not validly withdrawn, which
       represents a pro-ration factor of approximately 80.0%; and   

(iii) $97,501,000 aggregate principal amount of the 6.950% Notes
       due 2012 validly tendered and not validly withdrawn, which
       represents a pro-ration factor of approximately 80.0%.

The applicable total consideration or tender offer consideration
for the securities accepted for purchase, as the case may be, plus
accrued and unpaid interest is expected to be paid by HCA on
March 11, 2008, in accordance with the terms of the tender offer.
Notes that have been tendered but not accepted will be promptly
returned to the tendering parties.

Aggregate Principal Amount Outstanding Prior to Settlement of
CUSIP Number Title of Security the Tender Offer Maximum Tender Cap
404119AA7 8.750% Notes due 2010 $691,170,000 $200,000,000
404119AC3 7.875% Notes due 2011 $475,820,000 -- 404119AE9 6.950%
Notes due 2012 $500,000,000 -- Aggregate Acceptance Aggregate
Principal Approximate Priority Principal Amount Accepted Pro-
ration Level Amount Tendered for Purchase Factor 1 $322,871,000
$200,000,000 61.9% 2 $253,077,000 $202,499,000 80.0% 2
$121,856,000 $97,501,000 80.0%

Citi served as dealer manager for the tender offer.  Global
Bondholders Services Corporation served as the information agent
and depositary for the tender offer.

The tender offer has been made only by the Offer to Purchase and
the related Letter of Transmittal, and the information in this
news release is qualified by reference to such documents. Persons
with questions regarding the tender offer should contact Citi at
(800) 558-3745 (toll-free) or (212) 723- 6106 (collect).

                           About HCA

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is a diversified investor-owned   
health care services provider in the United States. As of Dec.31,
2007, the company operated 169 hospitals and 108 freestanding
surgery centers in 20 states and England, including eight
hospitals and nine freestanding surgery centers operated through
equity method joint ventures.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Fitch Ratings rated HCA as: (i) issuer default rating 'B'; (ii)
asset based facility 'BB/RR1'; (iii) euro term loan 'BB/RR1'; (iv)
secured bank facility 'BB/RR1'; (v) second-lien notes 'B/RR4'; and
(vi) senior unsecured notes 'CCC+/RR6'.


HUDSON CANYON: S&P Puts 'BB' Initial Rating on $5MM Class C Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Hudson Canyon Funding II Ltd./Hudson Canyon Funding II
Inc.'s $353 million floating-rate notes due 2015.
     
The preliminary ratings are based on information as of March 7,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

  -- The credit enhancement provided to each class of notes
     through the subordination of cash flows to the more junior
     classes and the subordinated notes;

  -- The transaction's cash flow structure, which was subjected to
     various stresses requested by Standard & Poor's; and

  -- The transaction's legal structure, including the issuer's
     bankruptcy remoteness.   
   
                  Preliminary Ratings Assigned

    Hudson Canyon Funding II Ltd./Hudson Canyon Funding II Inc.
   
          Class             Rating       Amount (million)
          -----             ------       ----------------
          A                 AAA                 $302.0
          B (PIK)           A                    $46.0
          C (PIK)           BB                    $5.0
          D                 NR                   $47.8
          E                 NR                   $31.3
          F                 NR                    $4.0
   
                       PIK  Payment in kind.
                          NR  Not rated.


HUDSON DEVELOPERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hudson Developers, LLC
        587-591 Jersey Avenue
        Jersey City, NJ 07302

Bankruptcy Case No.: 08-13974

Chapter 11 Petition Date: March 5, 2008

Court: U.S. Bankruptcy Court for the District of New Jersey
       (Newark)

Debtors' Counsel: Chad Brian Friedman, Esq.
                  Ravin Greenberg LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Phone: (973) 226-1500
                  E-mail: cfriedman@ravingreenberg.com

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

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

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


IAC/INTERACTIVECORP: Chair Comforts Workers in a Sunday's Memo
--------------------------------------------------------------
In a memo sent Sunday, March 9, 2008, to all IAC/InterActiveCorp
employees, chairman Barry Diller advised that the trial regarding
the legal dispute between Mr. Diller and Liberty Media Corporation
chairman John Malone at the Chancery Court of Delaware will
stretch through the entire week, PaidContent.Org reports.

Mr. Diller stated he hopes for "a fair amount of press coverage"
regarding the trial but advises the employees to ignore the media
releases, the report says, citing the memo.

According to IAC chairman, the battle is "purely a business
dispute" and assured the employees that the are confident in
presenting their case, PaidContent relates.

Mr. Diller added that IAC employees should try to take pride in
the result of the trial and not let anyone grab that sense of
pride from them, the report notes.

A full-text copy of the memo issued by Barry Diller can be
obtained at http://ResearchArchives.com/t/s?28ef

                IAC-Liberty Media Legal Dispute

As reported in the Troubled Company Reporter on Feb. 5, 2008,
the suit duel between the officials of IAC and Liberty Media was
bound to be heard at the Delaware Chancery Court in March 2008.

The Hon. Stephen Lamb who is handling the dispute did not
issue a settlement on Feb. 1, 2008, but ruled that IAC can keep
its current board of directors but has to keep Liberty Media
updated on transactions beyond the normal course of operations.

The Court is expected to decide at the March hearing whether
Liberty Media can redo the composition of IAC's board and whether
IAC can pursue the previously disclosed spin-off.

John Malone at Liberty Media and Barry Diller at IAC had engaged
in a legal battle triggered by IAC's plan to spin-off into five
separate entities.  Mr. Malone asserted that the proposed spinoffs
will dilute the voting powers of Liberty Media over IAC.  Mr.
Diller blasted Mr. Malone's request to expel them from IAC's board
by saying Liberty Media does not control IAC.

                        About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                            About IAC

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Standard & Poor's Rating Services said its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it plans to divide itself into five publicly traded
companies.


IAC/INTERACTIVECORP: Chairman Accused of Breaching Stewardship
--------------------------------------------------------------
John Malone, Liberty Media Corporation chairman, asserted at a
Delaware Chancery Court hearing yesterday that the proposed
spinoff of IAC/InterActiveCorp violates over a decade old pact
between the companies, according to several reports.

Messrs. Malone and Diller had engaged in a legal battle triggered
by IAC's plan to spin-off into five separate entities.

Primary witness, Mr. Malone, pressed that Liberty Media should
continue to enjoy its rights based on a dual-voting structure,
reports say.

However, IAC chairman Barry Diller elected for a single-voting
structure in deciding on the spinoffs, a move that endangers the
supervoting powers held by Liberty Media.

Mr. Malone referred Mr. Diller's action as "a breach of
stewardship" and pointed that Mr. Diller often calls IAC "as his
business," reports relate.

The Liberty Media chairman also recalled that both executives have
agreed to retain the dual-voting structure at the spun-off Expedia
as a product of the above 20 years-long relationship between IAC
and Liberty Media, reports say.  Despite the agreements, Mr.
Malone informed the Court that the rights of Liberty Media
remained ambiguous, according to the reports.

In a February 2006, Mr. Malone said that he asked Mr. Diller to
promise to retain Liberty Media's right to vote its shares upon
any sale of IAC's assets, but Mr. Diller was said to have avoided
the inquiry, reports add.

Frederick McGrath, Esq., at Baker Botts LLP, who aided in the
drafting of the IAC-Liberty Media agreements, testified after Mr.
Malone.

The hearing will continue today, with Mr. Maffei testifying.  Mr.
Diller is scheduled to testify later this week.

Marc Wolinsky, Esq., is counsel to IAC/Interactivecorp while Kevin
Abrams, Esq., is counsel to Liberty Media Corporation.

                        About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                            About IAC

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Standard & Poor's Rating Services said its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it plans to divide itself into five publicly traded
companies.


INTERFACE INC: Inks New Shareholder Rights Agreement
----------------------------------------------------
On March 7, 2008, Interface Inc. entered into a Rights Agreement
with Computershare Trust Company N.A. effective March 17, 2008.

As disclosed on Feb. 21, 2008, the company's Board of Directors
determined to adopt a new shareholder rights agreement to succeed
its existing Rights Agreement dated March 4, 1998, and effective
as of March 16, 1998, which expires on March 17, 2008.  

In connection with the Rights Agreement, the company declared
a dividend of one preferred share purchase right for each
outstanding share of the company's common stock, and authorized
the issuance of one right for each share of common stock which
shall become outstanding between the Record Date and the earliest
of the Distribution Date, the redemption of the Rights, or the
expiration date of the Rights.  

The dividend is payable at the close of business on March 17, 2008
-- the Record Date -- to the shareholders of record on that date.  

Each Right entitles the registered holder to purchase from the
company one one-hundredth (1/100th) of a share of Series B
Participating Cumulative Preferred Stock of the company, having
the rights, powers and preferences set forth in the Restated
Articles of Incorporation of the company, as amended by the
Articles of Restatement, at a price of $90.00, subject to
adjustment.

A full-text copy of the Rights Agreement, together with its
exhibits, which include the form of the company's Articles of
Restatement to its Restated Articles of Incorporation, the form of
Rights Certificate and a Summary of the rights and the Agreement,
is available for free at http://researcharchives.com/t/s?28e5

                       About Interface Inc.

Headquartered in Atlanta, Georgia, Interface Inc. (NASDAQ: IFSIA)
-- http://www.interfaceinc.com/-- is a manufacturer of modular
carpets, which it markets under the InterfaceFLOR, FLOR, Heuga and
Bentley Prince Street brands, and, through its Bentley Prince
Street brand.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services raised Interface Inc.'s
corporate credit rating to 'B+' from 'B', and the ratings were
removed from CreditWatch, where they placed with positive
implications on June 22, 2007.  The outlook is stable.


JACKSON CITY: City Recorder to Ask Readjustment of Debt Payment
---------------------------------------------------------------
Al Laffoon of the Office of the City Recorder in Tennessee will
today ask the Jackson city council to approve the readjustment of
a portion of the city's debt payment, The Jackson Sun reports.

A readjustment is expected to help relieve financial pressures on
the city, which is facing at least a $3.3 million shortfall this
year.  It will free up general fund money by postponing some debt
payments until after 2011, according to the report.

The postponement of some debt payments will lower the city's debt
servicing obligation yearly from $10.5 million annually to around
$7 million to $7.5 million for the next three years, Mr. Laffoon
said.

An approval of a readjustment will lower the city's total debt
service for this fiscal year from $11.959 million to about $10.859
million, the report said.

According to the report, the council will be asked to rearrange
debt payments on two bond issues: one with a remaining principle
of around $8 million, and a maturity date of 2014, the other with
remaining principle of around $18 million, with a maturity date of
2016.

The debt is not being refinanced, nor are the interest rate terms
being changed on the bonds which are variable rate debt
instruments, the report said.

Jackson city is located in the center of West Tennessee between
Nashville and Memphis.  It has a population of 62,100.


JAY DAVEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jay C. Davey
        13A Main Street
        Plaistow, NH 03865

Bankruptcy Case No.: 08-10581
       
Chapter 11 Petition Date: March 5, 2008

Court: U.S. Bankruptcy Court for the District of New Hampshire
       Live Database (Manchester)

Debtors' Counsel: Jennifer Rood, Esq.
                  Bernstein Shur, Esq.
                  670 N. Commercial St., Ste 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Phone: (603) 623-8700
                  Fax: (603) 623-7775
                  E-mail: jrood@bernsteinshur.com

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

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

List of Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Internal Revenue Service                              57,333.75
Andover, MA 05501

TD Bannknorth                                         49,780.00
Commercial Loan Services
P.O. Box 1377
Lewiston, ME 04243

Sheehan Phinney Bass &                                48,425.74
Green 1000 Elm Street
P.O. Box 3701
Manchester, NH 03105

Elliott Hospital                                      34,028.20

GTE Federal Credit Union                              34,336.44

Bank of America                                       33,343.02

American Express                                      24,433.87


Bank of America                                       23,316.77

American Express                                      10,599.29

The Home Depot Credit Services                         7,947.00

Signature Mortgage Consultants, LLC                    5,594.20

New Hampshire Taxes                                    5,402.16

Kershaw Landscaping                                    4,580.00

CDS Credit Reports                                     4,380.75

Unitil Energy Systems, Inc.                            3,268.75

Electromedical Associates, Inc.                        3,227.00

One Communications                                     2,829.81

Banana Republic Lux Visa Card                          2,474.70

Eagle Tribune                                          2,200.00

Bacon Home Improvement                                 2,000.00


JOHNS MANVILLE: 2nd Circuit Reverses Ruling on Travelers Pact
-------------------------------------------------------------
The United States Court of Appeals for the Second Circuit held
that a lower court lacked subject matter jurisdiction to enjoin
claims against Travelers Casualty and Surety Company and its
affiliates that were predicated, as a matter of state law, on
Travelers' alleged misconduct, and were unrelated to Johns-
Manville Corp. insurance policy proceeds and the "res" of the
Manville estate.

Circuit Judges Guido Calabresi, Sonia Sotomayor and Richard C.
Wesley, in a 28-page opinion, vacated an order by the U.S.
District Court for the Southern District of New York affirming a
2004 decision by the U.S. Bankruptcy Court for the Southern
District of New York approving settlements entered into by
Travelers.

                     Direct Action Lawsuits

Travelers served as Manville's primary insurer from 1947 through
1976.  Travelers paid nearly $80,000,000 into the bankruptcy
estate -- in addition to $20,000,000 already paid in litigation
expenses on behalf of Manville -- in exchange for a "full and
final release of Manville-related claims."

Travelers' settlement, like those of other Manville insurers, was
predicated upon the bankruptcy court issuing an injunction that
barred suits against Manville's insurers -- including Travelers --
and directed litigation by potential claimants instead against the
Manville Personal Injury Settlement Trust.  The injunction --
embodied in a 1986 order confirming Manville's plan of
reorganization and a separate 1986 Insurance Settlement Order --
channeled to the Manville Trust any and all claims that were based
on, arose out of, or related to  Manville's liability insurance
policies.

The Confirmation Order enjoined "all persons" from commencing any
action against any of the Settling Insurance Companies "for the
purpose of, directly or indirectly, collecting, recovering or
receiving payment of, on or with respect to any Claim . . . or
Other Asbestos Obligation . . . ."

Undeterred by the 1986 orders, various groups of plaintiffs sued
Travelers and other insurers in several states based on statutory
regulation of insurance practices and common law theories.

The statutory claimants assert the rights of individuals who are
dissatisfied with the settlements they received after negotiating
with Travelers acting on behalf of Manville, or who declined to
file personal injury suits against Manville because Travelers
allegedly suppressed information about asbestos hazards and
intentionally propagated an allegedly-fraudulent "state of the
art" defense to frustrate the claimants' rights.  The plaintiffs
allege that Travelers acquired knowledge about the dangers of
asbestos through early asbestosis claims from as far back as the
1950s, "recognized the potential for future escalation of asbestos
litigation and . . . influence[d] Manville's purported failure to
disclose  knowledge about asbestos hazards."

The common law claimants assert that Travelers violated alleged
duties to disclose certain asbestos-related information it learned
from Manville during Travelers' long tenure as Manville's primary
insurer.

                       Travelers Settlement

In June 2002, Travelers asked the Bankruptcy Court to enjoin 26
independent actions pending in Louisiana, Massachusetts, Texas,
and West Virginia state courts pursuant to the 1986 orders.  After
holding a series of hearings, the Bankruptcy Court referred the
matter to mediation and appointed the Honorable Mario M. Cuomo,
former Governor of the state of New York, as mediator.

Three classes of plaintiffs settled with Travelers.  The
settlements, which totaled almost $500,000,000, were conditioned
upon the Bankruptcy Court's entry of an order clarifying that the
Direct Action lawsuits are, and have always been, prohibited by
the 1986 orders.

Bankruptcy Court Judge Burton Lifland, who oversees the Johns
Manville cases, in August 2004 approved the Settlement Agreement
and entered a clarfying order specifying that the Direct Action
lawsuits against Travelers were barred by the 1986 orders.

The District Court affirmed the Bankruptcy Court's findings of
fact and conclusions of law, calling the Direct Action Claims as
"creatively pleaded attempts to collect indirectly against the
Manville insurance policies."  The District Court concluded that
"barring these claims was a proper exercise of jurisdiction."

                      Second Circuit Appeal

Chubb Indemnity Insurance Company and a group of asbestos personal
injury claimants elevated the matter to the Second Circuit, among
others, arguing that the Bankruptcy Court was without jurisdiction
to enjoin third-party non-debtor suits against Travelers.  The
Appellants argued that the Bankruptcy Court failed to properly
distinguish between (a) claims that seek to recover directly from
Travelers for Travelers' separate acts; and true Direct Action
suits that seek to recover from an insurer contractually obligated
to indemnify Manville for its misconduct.

Travelers argued that the Bankruptcy Court was merely enforcing
its prior order.

The Second Circuit said the case concerns the outer reaches of a
bankruptcy court's jurisdiction.

"[W]hile there is no doubt that the bankruptcy court had
jurisdiction to clarify its prior orders, that clarification
cannot be used as a predicate to enjoin claims over which it had
no jurisdiction," the Second Circuit said in its decision dated
Feb. 15, 2008.

The Second Circuit held that the lower courts appeared to view the
jurisdictional inquiry as a factual one: if the direct actions
"arose out of" or are "related to" the Manville-Travelers
relationship, then the court had jurisdiction.  The Second
Circuit, however, noted that factual determination was only half
of the equation, and that the nature and extent of Travelers' duty
to the Direct Action plaintiffs is a function of state law.  
Neither the District Court nor the Bankruptcy Court looked to the
laws of the states where the claims arose to determine if indeed
Travelers did have an independent legal duty in its dealing with
plaintiffs, notwithstanding the factual background in which the
duty arose, the Second Circuit said.

The Second Circuit remanded the case for the Bankruptcy Court to
examine whether, in light of the appellate court's opinion, it had
jurisdiction to enjoin claims against Travelers.

Travelers has asserted that if any portion of the Bankruptcy
Court's clarifying order is vacated then all of the relevant
settlements will terminate.

The Second Circuit clarified that it is not offering any opinion
on the matter and will leave it to the settling parties, with the
aid of the Bankruptcy Court, to determine the status of their
settlements.

Manville was, by most sources, the largest manufacturer of
asbestos-containing products and the largest supplier of raw
asbestos in the United States from the 1920s until the 1970s.  
Manville sold raw asbestos to manufacturers of asbestos-based
products in 58 countries and distributed its own asbestos-based
products "across the entire spectrum of industries and employment
categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Burton Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


KNIGHT INC: Details Results of $1.6 Bil. Debt Securities Offering
------------------------------------------------------------------
Knight Inc. disclosed the preliminary results of its offer to
purchase up to $1.6 billion aggregate purchase amount of the debt
securities of the company and certain of its affiliates.

The terms and conditions of the tender offer are set forth in the
company's Offer to Purchase dated Feb. 21, 2008, and the related
Letter of Transmittal.  At 5:00 p.m., New York City time, on
March 5, 2008, the right of holders of Notes to receive the Early
Tender Premium for valid tender of the Notes and the right to
withdraw any tendered Notes terminated.

Due to the high level of participation of holders in the tender
offer which is subject to the Maximum Tender Offer Amount, the
company will not be able to purchase any of the tendered Notes
with an acceptance priority level of 4, 5 or 6.  Accordingly,
Notes in those priority levels that have been tendered to the
company will be promptly returned to holders.

The table lists, for each series of the Notes, the aggregate
principal amount outstanding, the acceptance priority level and
the principal amount tendered as of the Early Tender Date.  Also
listed is the total consideration to be paid for each series of
First Priority Notes on the Initial Settlement Date to holders who
tendered First Priority Notes on or before the Early Tender Date.

                      First Priority Notes:

CUSIP Number: 482588AC4  
Issuer: K N Capital Trust I
Title of Security: 8.560% Series B Capital Trust
                   Pass-Through Securities due 2027
Aggregate Principal Amount Outstanding:  $100,000,000  
Acceptance Priority Level: 1
Principal Amount Tendered as of Early Tender Date: $86,343,000  
Total Consideration to be Paid on Initial Settlement: $86,343,000

CUSIP Number:  482917AA9  
Issuer:  K N Capital Trust III  
Title of Security: 7.630% Capital Securities due 2028  
Aggregate Principal Amount Outstanding: $175,000,000   
Acceptance Priority Level: 1
Principal Amount Tendered as of Early Tender Date: $159,905,000
Total Consideration to be Paid on Initial Settlement: $148,711,650

CUSIP Number: 482620AX9   
Issuer: K N Energy Inc.
Title of Security: 7.450% Senior Debentures due 2098
Aggregate Principal Amount Outstanding: $150,000,000    
Acceptance Priority Level: 1
Principal Amount Tendered as of Early Tender Date: $124,004,000  
Total Consideration to be Paid on Initial Settlement: $114,083,680

CUSIP Number:  482620AW1    
Issuer: K N Energy Inc.  
Title of Security: 7.250% Senior Debentures due 2028   
Aggregate Principal Amount Outstanding: $493,000,000  
Acceptance Priority Level: 1
Principal Amount Tendered as of Early Tender Date: $460,831,000   
Total Consideration to be Paid on Initial Settlement: $460,831,000

CUSIP Number: 482620AS0  
Issuer: K N Energy Inc.  
Title of Security: 6.670% Debentures due 2027   
Aggregate Principal Amount Outstanding:  $150,000,000  
Acceptance Priority Level: 1
Principal Amount Tendered as of Early Tender Date: $142,954,000  
Total Consideration to be Paid on Initial Settlement: $137,235,840

CUSIP Number: 49455WAF3  
Issuer: Kinder Morgan Finance Company ULC  
Title of Security: 6.400% Senior Notes due 2036
Aggregate Principal Amount Outstanding: $550,000,000     
Acceptance Priority Level: 1
Principal Amount Tendered as of Early Tender Date: $513,463,000  
Total Consideration to be Paid on Initial Settlement: $464,684,015

                   Maximum Tender Offer Notes:

CUSIP Number: 482620AN1
Issuer: K N Energy Inc.
Title of Security: 6.500% Debentures due 2013
Aggregate Principal Amount Outstanding: $30,000,000   
Acceptance Priority Level: 2  
Principal Amount Tendered as of Early Tender Date: $18,857,000
Total Consideration to be Paid on Initial Settlement: N/A

CUSIP Number: 494553AB6 and 494553AA8
Issuer: Kinder Morgan Inc.
Title of Security: 6.500% Senior Notes due 2012   
Aggregate Principal Amount Outstanding: $1,000,000,000  
Acceptance Priority Level: 3
Principal Amount Tendered as of Early Tender Date: $855,974,000  
                                                   and $4,500,000
Total Consideration to be Paid on Initial Settlement: N/A

CUSIP Number:  49455WAD8, 49455WAC0 and C49355AB3
Issuer: Kinder Morgan Finance Company ULC   
Title of Security: 5.700% Senior Notes due 2016  
Aggregate Principal Amount Outstanding: $850,000,000
Acceptance Priority Level: 4  
Principal Amount Tendered as of Early Tender Date: To Be Returned
                                                   to Holders
Total Consideration to be Paid on Initial Settlement: N/A

CUSIP Number:  49455WAB2  
Issuer: Kinder Morgan Finance Company ULC
Title of Security:  5.350% Senior Notes due 2011
Aggregate Principal Amount Outstanding:  $750,000,000
Acceptance Priority Level: 5   
Principal Amount Tendered as of Early Tender Date: To Be Returned
                                                   to Holders   
Total Consideration to be Paid on Initial Settlement: N/A

CUSIP Number:  494553AC4   
Issuer: Kinder Morgan Inc.
Title of Security: 5.150% Senior Notes due 2015  
Aggregate Principal Amount Outstanding: $250,000,000    
Acceptance Priority Level: 6  
Principal Amount Tendered as of Early Tender Date: To Be Returned
                                                   to Holders  
Total Consideration to be Paid on Initial Settlement: N/A

The tender offer will expire at 12:00 midnight, New York City
time, on March 19, 2008, unless extended, and Notes may be validly
tendered until such time.  Holders validly tendering Notes after
the Early Tender Date will be eligible to receive only the
applicable tender offer consideration and not the applicable Early
Tender Premium.  Holders tendering Notes with an acceptance
priority level of 4, 5 or 6 will not be accepted for payment by
the company and such Notes should not be tendered to the company
in this tender offer.

The payment date for First Priority Notes validly tendered on or
before the Early Tender Date will be on or before the third
business day following the Early Tender Date.  In addition, notes
with an acceptance priority level of 4, 5 or 6 that have been
tendered to the company will be returned to their respective
holders on the Initial Settlement Date.  

The payment date for First Priority Notes validly tendered after
the Early Tender Date but on or before the Expiration Date as well
as the payment date for all Maximum Tender Offer Notes validly
tendered on or before the Expiration Date, will be on or before
the third business day after the Expiration Date and is expected
to be March 24, 2008.  In addition to the applicable total
consideration or tender offer consideration, as the case may be,
accrued and unpaid interest up to, but not including, the
applicable payment date will be paid in cash on all validly
tendered Notes accepted for purchase in the tender offer.

Citi and Merrill Lynch & Co. are acting as dealer managers for the
tender offer. The information agent and depositary for the tender
offer is Global Bondholders Services Corporation.  The tender
offer is made only by the Offer to Purchase and the related Letter
of Transmittal, and the information in this news release is
qualified by reference to such documents.

Persons with questions regarding the tender offer should contact
Citi at (212) 723-6106 (collect) or (800) 558-3745 (toll-free) or
Merrill Lynch & Co. at (212) 449-4914 (collect) or (888) 654-8637
(toll-free).  Requests for copies of the Offer to Purchase and
Letter of Transmittal should be directed to Global Bondholders
Services Corporation at (212) 430-3774 or (866) 470-4200 (toll-
free).

                        About Knight Inc.

Headquartered in Houston, Texas, Knight Inc., formerly Kinder
Morgan, -- http://www.kindermorgan.com-- operates 38,000 miles of    
natural gas pipelines in the US and Canada.  The company also
distributes natural gas to more than 1.1 million customers,
primarily in the Midwest, and operates gas-fired power plants
along its pipelines.  Through Kinder Morgan Management, it holds
14.7% of Kinder Morgan Energy Partners, which transports refined
products and operates more than 155 terminals that handle coal,
petroleum coke, and other materials.  In 2007 chairman and chief
executive officer Richard Kinder, who owns 31% of the company, led
a group of investors in taking Kinder Morgan private and changed
its name to Knight.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
DBRS upgraded the rating of the secured medium-term notes and
debentures of Knight Inc. to BB (high) from BB, with a positive
trend, following the closing of the sale of 80% of the ownership
interests of MidCon to Myria Acquisition Inc.  This removes the
rating from Under review with developing implications, where it
was placed on Dec. 11, 2007, when the aforementioned sale was
proposed.  MidCon owns Natural Gas Pipeline company of America.


KNOLL INC: Adopts Trading Plan for Expanded Repurchase Program
--------------------------------------------------------------
Knoll Inc. adopted a written trading plan under Rule 10b5-1 of the
Securities Exchange Act of 1934 on March 6, 2008, to facilitate
purchases during the months of March and April 2008, under its
expanded repurchase program disclosed in February 2008.

Under the Company 10b5-1 Plan, Banc of America Securities LLC will
have the authority to repurchase up to an aggregate of
approximately $10 million worth of Knoll common stock on behalf of
the company during the period.  The Company 10b5-1 Plan does not
require that any shares be purchased, and there can be no
assurance that any shares will be purchased.

Purchases may be made under the Company 10b5-1 Plan beginning
March 7, 2008.  The Share Repurchase Plan will continue to be in
effect after the expiration of the Company 10b5-1 Plan, which
expires on the earlier of April 21, 2008, or the date on which
purchases are completed.

A 10b5-1 plan allows the company to repurchase shares at times
when it would ordinarily not be in the market because of the
company's trading policies or the possession of material non-
public information.

                           About Knoll

Based in East, Greenville, Pennsylvania, Knoll Inc. (NYSE:KNL) --  
http://www.knoll.com/-- designs and manufactures office furniture    
products and textiles.  Knoll offers a portfolio of office
furniture, textiles and leather across five product categories:
office systems, which are typically modular and moveable
workspaces with functionally integrated panels, work surfaces,
desk components, pedestal and other storage units, power and data
systems and lighting; specialty products, including high-image
side chairs, sofas, desks and tables for the office and home,
textiles, accessories and leathers and related products; seating;
files and storage, and desks, casegoods and tables.  The company
sells its products primarily in North America.  In October 2007,
Knoll Inc. completed the acquisition of Teddy and Arthur Edelman,
Limited.

                          *     *     *

Standard & Poor's placed Knoll Inc.'s long-term foreign and local
issuer credit ratings at 'BB' in July 2006.  The rating still
holds to date with a stable outlook.


KWIK-WAY PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kwik-Way Products, Inc.
        500 57th Street
        Marion, IA 52302

Bankruptcy Case No.: 08-00362

Type of Business: The Debor manufactures motor vehicle parts and
                  accessories.  It is also into air or spacecraft
                  manufacture, fishing ship or boat building,
                  railroad rolling stock manufacture, and
                  locomotive manufacture services.
                  See: http://www.kwik-way.com/

Chapter 11 Petition Date: March 5, 2008

Court: U.S. Bankruptcy Court for thet Northern District of Iowa
       (Cedar Rapids)

Debtors' Counsel: Anita Shodeen, Esq.
                  321 East Walnut
                  Suite 200
                  Des Moines, IA 50309-2026
                  515-237-1186
                  E-mail: ashodeen@bevinglaw.com

Estimated Assets: $0 to 50,000

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

List of Largest Unsecured Creditors:

   Entity                    Nature of Claim        Claim Amount
   ------                    ---------------        ------------
LaSalle National Bank Assoc. blanket                3,967,340.00
801 Grand Avenue             security/UCC filing
Des Moines, IA 50309                                (0.00 secured)

Farm Bureau                 investory loan-           795,317.59
ATTN: David Sengpiel        subrodinated debt
5400 University Avenue         
West Des Moines, IA 50266-   
5997

David J. Parks              investor loan-            585,468.83
2306 Hillcrest Drive SE     subordinated debt
Cedar Rapids, IA 52403      

MorAmerica Capital Corp.    investor loan-            549,049.32
ATTN: Robert Comey          subordinated debt
101 2nd Street SE           
Cedar Rapids, IA 52401      

M Group I LLC               investor loan-            237,859.12
                            subordinated debt

Vincent Noce Non-Marital    investor loan-            236,982.52
Trust                       subordinated debt

Robert F. Kazimour          investor loan-            237,602.24
                            subordinated debt

RLR Partners LLC            blanket                  232,506.32
                            security/UCC filing
                            subject to            (0.00 secured)
                            subordination

Robert W. Verhille          investor loan-           231,681.29
                            subordinated debt

Linn-Aire Properties Ltd.   business debt            212,275.15

Thomas A. Parks             investor loan-           180,009.86
                            subordinated debt

Intech Funding Corp.        One Amera-Seiki T-       131,379.62
                            310 CNC Truning
                            Unit w/ accessories    (0.00 secured)
                            S/N 3910217
                            One Amera-Seike
                            VAS-3M Vertical
                            Machining Center
                            w/ equipment
                            S/N 2980527

Dominion Securities         investor loan-            106,403.02
                            subordinated debt

Richard Rasley              business debt              59,775.90

Truenorth Companies         business debt              57,746.36

COFREPACA                   business debt              54,828.96

American Express            business debt              43,700.84

Sioux City Foundry Co.      business debt              41,956.39

Roadway Express             business debt              33,739.76

David J. Parks              business debt              32,085.23


LANIER HEALTH: S&P Upgrades Ratings on 1997A Bonds From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Lanier
Health Services, Alabama's 1997A bonds, issued for Chattahoochee
Valley Hospital Society Inc., to 'BBB-' from 'BB+' after Lanier
decided not to proceed with its series 2008-A bond issue.  At the
same time, Standard & Poor's withdrew its 'BB+' rating and stable
outlook on the series 2008-A bonds.  The outlook on the 1997A
bonds is negative, reflecting Lanier's material deterioration of
operating performance in fiscal 2007 and through the seven months
year-to-date period, coupled with the numerous operating
challenges that Lanier's new senior leadership team must address.
      
"We expect that management will successfully execute its plan to
correct Lanier's operational weaknesses and restore positive
operating margins over the next two years," said Standard & Poor's
credit analyst Karl Propst.  "However, should operating or balance
sheet metrics continue to weaken, the rating will be lowered."
     
In February, Standard & Poor's downgraded its rating on Lanier's
1997A bonds to 'BB+' from 'BBB-' based principally upon the
proposed series 2008-A bonds' sizable incremental effect on
Lanier's leverage ratio as well as a number of other operating
challenges facing the hospital.
     
The restored 'BBB-' rating reflects the presence of a $1.2 billion
Kia Motors Corp. assembly plant, currently under construction five
miles from Lanier; the closest medical center is about 20 miles
away; acceptable overall liquidity, characterized by 109 days cash
on hand; several revenue and expense initiatives, which are
expected to have a positive $1.1 million impact on Lanier's bottom
line over the next 12 months; a chief executive and senior
hospital leadership committed to reestablishing mutually
beneficial ties with the clinical staff and to repairing relations
with the hospital's regional competitors; and management assurance
that Lanier's finance committee will not authorize incremental
debt until hospital operations have turned around.
     
Offsetting factors precluding a higher rating include Lanier's
$1.98 million net operating loss for fiscal 2007, and $598,000
operating loss for the seven months ended Jan. 31, 2008; mediocre
1.5x maximum annual debt service coverage; significant clinical
staff concentration, characterized by 72% of inpatient admissions
being generated by the top 10 admitting physicians; and new and
untested senior leadership that will be challenged to turn around
a hospital with multiple operational issues, including billing,
out-migration of patient volumes, relations with clinical staff,
aging facilities, and an increasingly competitive landscape.


LEINER HEALTH: Files Voluntary Chapter 11 Petition in Delaware
--------------------------------------------------------------
Leiner Health Products Inc. and certain of its U.S. affiliates
have filed voluntary petitions for relief under Chapter 11 of the
U.S. Bankruptcy Code in Delaware, in order to continue its
operations and enhance the value of its business.  Leiner intends
to use the Chapter 11 process to restructure its debt obligations
and explore the sale of the business.

In conjunction with the filing, a group of pre-petition lenders
has agreed to provide Leiner with $74 million in debtor-in-
possession financing that, together with the company's existing
cash flow, will enable Leiner to fulfill obligations associated
with operating its business, including payments to suppliers and
other business partners for goods delivered and services provided
on or after this filing.  This financing arrangement is subject to
Court approval.

The company emphasized that it will continue to manufacture,
market and distribute its vitamins, minerals and nutritional
supplements and to provide customer service and support for those
products during the sale process.

"After a thorough analysis of Leiner's financial condition, the
company concluded that this Court filings by our U.S. operations
were both prudent and necessary," Rob Reynolds, president and
chief executive officer, said.  "Although we have already taken
many steps to address the challenges that arose after our
March 2007 decision to voluntarily suspend OTC operations by
streamlining our operations and manufacturing footprint, these
actions were not enough to offset the cost of our substantial debt
obligations.  Filing for Chapter 11 allows Leiner to enhance its
liquidity and to initiate a formal process for restructuring our
debt and exploring the company's sale in a timely manner.

"From an operational standpoint, we intend to continue to provide
our customers with the quality and service on which they depend
and to meet our post-petition obligations to suppliers and other
business partners," Mr. Reynolds added.

The company's filing does not include Leiner's Canadian
subsidiary.

In conjunction with this Court proceedings, Leiner expects to file
a variety of "first day motions" to support its employees,
customers and suppliers.  Subject to Court approval, the company
expects to pay employees and employees in transition in the usual
manner and to continue their health and welfare benefits without
disruption.  The company's 401(k) profit-sharing plan is
maintained independently of the company and is protected under
federal law.  The plan will continue to be administered as usual.

                     About Leiner Health

Headquartered in Carson, California, Leiner Health Products Inc.
-- http://www.leiner.com/-- manufactures store brand vitamins,   
minerals, and nutritional supplements and supplies over-the-
counter pharmaceuticals in the food, drug, mass merchant and
warehouse club retail market, as measured by retail sales.  
Founded in 1973, it also supplies vitamins, minerals and
nutritional supplements to the US military.  Leiner markets its
own brand of vitamins under YourLife(R) and sells over-the-counter
pharmaceuticals under the Pharmacist's Formula(R) name.  

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Leiner Health Products Inc.'s consolidated balance sheet at
June 30, 2007, showed $359.7 million in total assets and
$521.8 million in total liabilities, resulting in a $162.1 million
total stockholders' deficit.


LEINER HEALTH: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Leiner Health Products, Inc.
             901 East 23rd Street
             Carson, CA 90745

Bankruptcy Case No.: 08-10446

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        LHP Holding Corp.                          08-10447
        Leiner Health Products, LLC                08-10448
        Leiner Health Services Corp.               08-10449

Type of Business: The Debtors manufacture and supply store brand
                  vitamins, minerals and nutritional supplements
                  products, and over-the-counter pharmaceuticals
                  in the US food, drug and mass merchant and
                  warehouse club retail market.  In addition to
                  their primary VMS and OTC products, they provide
                  contract manufacturing services.  During the
                  fiscal year ended March 31, 2007, the VMS
                  business comprised approximately 61% of net
                  sales.  On March 20, 2007, they voluntarily
                  suspended the production and distribution of all
                  OTC products manufactured, packaged or tested at
                  its facilities in the US.  
                  See http://www.leiner.com

Chapter 11 Petition Date: March 10, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Jason M. Madron, Esq.
                     (madron@rlf.com)
                  Mark D. Collins, Esq.
                     (collins@rlf.com)
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7595, (302) 651-7700
                  Fax: (302) 651-7701

Leiner Health Products, Inc's Financial Condition:

Estimated Assets: $500 million to $1 billion

Estimated Debts:  $500 million to $1 billion

Consolidated Debtors' List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank National Association bond                  $150,000,000
as Trustee for 11% Senior
Subordinated Notes due 2012
60 Livingston Avenue
St. Paul, MN 55107
Tel: (651) 495-3913
Fax: (651) 495-8097

BASF Corp.                     trade                 $5,012,942
3000 Continental Drive North
Mailstop 4 008
Mount Olive, NJ 07828-1234
Tel: (800) 527-9889
Fax: (973) 245-6714

Dr. Reddy's Laboratories       trade                 $4,665,107
200 Somerset Corporate
Boulevard, 7th Floor
Bridgewater, NJ 08807
Tel: (908) 203-4900
Fax: (908) 203-4970

Vita Tech International, Inc.  trade                 $4,588,244
2832 Dow Avenue
Tustin, CA 92780-7212
Tel: (714) 832-9700
Fax: (714) 731-8482

Wells Fargo National Bank      bond                  $3,100,000
Association as Trustee for
Industrial Development Revenue
Bonds
Corporate Trust Services
Sixth & Marquette
Minneapolis, MN 55479
Tel: (612) 667-6878
Fax: (612) 667-3464

Naturegen, Inc.                trade                 $2,841,498
7340-A Trade Street
San Diego, CA 92121
Tel: (858) 578-5580
Fax: (858) 578-5581

Lachman Consultants            trade                 $2,755,365
1600 Stewart Avenue
Westbury, NY 11590
Tel: (516) 222-6222
Fax: (516) 663-1887

Robinson Pharma, Inc.          trade                 $1,813,026
3330 Harbor Boulevard
Santa Ana, CA 92704
Tel: (714) 241-0235
Fax: (714) 751-6066

Setco, LLC                     trade                 $1,780,351
4875 East Hunter Avenue
Anaheim, CA 92807
Tel: (714) 777-5200
Fax: (714) 777-5339

DSM Nutritional Products       trade                 $1,741,052
45 Waterview Boulevard
Parsippany, NJ 07054-1298
Tel: (973) 257-8212
Fax: (973) 257-8412

Swiss Caps USA, Inc.           trade                 $1,667,393
14193 Southwest 119th Avenue
Miami, FL 33186
Tel: (305) 234-0102
Fax: (305) 234-0105

Sinochem Qingdao Co., Ltd.     trade                 $1,607,003
20 Xianggang Zhong Road
Qingdao Shandong, China
266071
Tel: (86) (532) 85-021665
Fax: (86) (532) 85-21556

Colorcon                       trade                 $1,454,303
415 Moyer Boulevard
West Point, PA 19486
Tel: (215) 699-7733
Fax: (215) 661-2605

Latham & Watkins               trade                 $1,410,285
633 West Fifth Street,
Suite 4000
Los Angeles, CA 90071-2007
Tel: (213) 485-1234
Fax: (213) 891-8763

Watson, Inc.                   trade                 $1,039,526
301 Hefferman Drive
West Haven, CT 06516
Tel: (203) 932-3000
Fax: (203) 932-8266

A to Z Nutrition               trade                 $960,646
10125 Northwest 116 Way,
Suite 6
Medley, FL 33178
Tel: (305) 887-2226
Fax: (305) 887-2866

Nutra Manufacturing, Inc.      trade                 $914,811
1050 Woodruff Road
Greenville, SC 29607
Tel: (864) 987-3550
Fax: (864) 987-4202

Natoli Engineering Co., Inc.   trade                 $906,776
28 Research Park Circle
St. Charles, MO 63304
Tel: (314) 926-8900
Fax: (636) 926-8910

China Vitamins, LLC            trade                 $782,910
Attention: Song Zhu, President
1430 Route 206, Suite 210
Bedminister, NJ 07921
Tel: (908) 901-9000
Fax: (901) 901-9333

Jrs. Pharma, LP                trade                 $753,878
2981 Route 22, Suite 1
Patterson, NY 12563-2359
Tel: (800) 431-2457
Fax: (845) 878-8373

Richards Packaging, Inc.       trade                 $726,997
7100 Riverroad, Suite 4
Richmond, BC V6X1X5
Tel: (604) 270-0111
Fax: (604) 270-8937

United Pharma                  trade                 $668,501
2317 Moore Avenue
Fulleton, CA 92833
Tel: (714) 738-8999
Fax: (714) 738-8988

Ocean Blue, Inc.               trade                 $632,117
494 East Commercial Road
San Bernardino, CA 92408
Tel: (909) 478-9910
Fax: (909) 478-9810

American Vitamins              trade                 $626,328
International
7110 Shadow Ridge Court
West Hills, CA 91307
Tel: (818) 703-8313
Fax: (818) 703-8838

TRC Nutritional Laboratories   trade                 $606,417
12320 East Skelly Drive
Tulsa, OK 74128
Tel: (800) 421-7310
Fax: (918) 492-9546

The Quantic Group, Ltd.        trade                 $584,992
5N Regent Street, Suite 502
Livingston, NJ 07039
Tel: (973) 992-0505
Fax: (973) 535-1734

Primrose Candy Corp.           trade                 $568,763
4111 West Parker Avenue
Chicago, IL 60639
Tel: (773) 276-9522
Fax: (773) 276-7411

Aetna, Inc.                    trade                 $523,586
151 Farmington Avenue
Hartford, CT 06156
Tel: (860) 273-0123
Fax: (860) 275-2677

Volt Temporary Services        trade                 $520,739
2401 North Glasswell Street
Orange, CA 92865
Tel: (714) 921-8800
Fax: (714) 921-5410

Marlyn Neutraceuticals         trade                 $520,611
Attention: Daniel Gulick
4404 East Elwood
Phoenix, AZ 85040
Tel: (800) 462-7596
Fax: (480) 991-0551


LEINER HEALTH: S&P Ratings Tumbles to 'D' on Chapter 11 Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Carson,
California-based Leiner Health Products Inc., including its
corporate credit rating, to 'D' from 'CCC'.
     
"The downgrades follow Leiner's announcement that it has
voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in Delaware," said Standard & Poor's credit
analyst Bea Chiem.
     
The company stated that it will continue to operate its vitamins,
minerals, and nutritional supplements business while it
restructures its balance sheet.  A group of pre-petition lenders
have agreed to provide Leiner with a $74 million debtor-in-
possession financing, which is currently subject to Court
approval.
     
The recovery ratings on Leiner Health Products' secured issues
remain '3', indicating Standard & Poor's expectation that the
senior secured lenders can expect meaningful recovery (50-70%) in
the reorganization process.


LEVITT AND SONS: Parent Levitt Corp. Sued for Disclosure Fraud
--------------------------------------------------------------
The Brualdi Law Firm P.C. and Johnson & Perkinson commenced a
class action before the U.S. District Court for the Southern
District of Florida, on behalf of purchasers of the common stock
of Levitt Corp. between Jan. 31, 2007 through Aug. 14, 2007.

The complaints charge Levitt Corp. and certain of its officers and
directors with violations of the Securities Exchange Act of 1934.  
According to the complaint, on Jan. 31, 2007, Levitt announced
that it agreed to merge with BFC Financial Corp.  Based upon BFC
stock's closing price on the previous trading day, the proposed
transaction valued Levitt stock at $14.41 per share -- a premium
of 32% over the closing price of $10.88 per share on the previous
trading day.

The complaint alleges that, during the Class Period, the
defendants issued materially false and misleading statements and
failed to disclose:

   i) that the company's Levitt and Sons subsidiary was in much
      worse financial condition than publicly represented;

  ii) that as a result of the foregoing, the company was
      materially overstating its financial results because it was
      failing to timely record an impairment in the value of its
      homebuilding inventory at Levitt and Sons;

iii) that the company's loans and advances to Levitt and Sons
      would not be recovered as the subsidiary lacked the
      financial resources to pay now and in the foreseeable
      future; and

  iv) that Levitt and Sons was insolvent.

Then, on Aug. 15, 2007, the company announced that the merger
agreement with BFC had been terminated, without giving any
explanation.  Upon this news, shares of the company's stock fell
$0.79 per share, or over 21%, to close at $2.96 per share.

Subsequently, on Nov. 9, 2007, it was announced that Levitt and
Sons filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy
Code.  The plaintiffs seek to recover damages on behalf of all
purchasers of Levitt common stock during the Class Period.

No class has yet been certified in the action.  Potential members
of the proposed class, may, on or before March 25, 2008, ask the
Court for permission to serve as lead plaintiff for the proposed
Class.

To serve as a lead plaintiff, a member must satisfy certain legal
requirements and should take into account that those with large
financial losses resulting from the alleged federal securities law
violations are given preference in being appointed lead plaintiff.

A potential class member may not take any action at this time, and
may retain its own counsel.  If a member wishes to discuss the
action or have any questions concerning the notice, rights or
interests with respect to the matters, the potential member may
contact the following parties:

   Tali Leger
   Director of Shareholder Relations
   The Brualdi Law Firm P.C.
   29 Broadway, Suite 2400
   New York, NY 10006
   Tel: (877) 495-1187
        (212) 952-0602
   http://www.brualdilawfirm.com/

          -- and --

   James F. Conway, III, Esq.
   Eben F. Duval, Esq.
   Johnson & Perkinson
   1690 Williston Road
   P.O. Box 2305
   South Burlington, VT 05403
   Toll Free: 1-888-459-7855
   http://www.jpclasslaw.com/

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.


LEVITT AND SONS: Court Gives Final Nod on Cash Collateral Use
-------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida permits Levitt and Sons LLC and its
debtor-affiliates to use, on a final basis, existing cash,
including the cash collateral in which their bank lenders may
claim an interest.  The Court authorizes the Debtors to use
the Cash On Hand from the date of bankruptcy through the effective
date of any confirmed plan.

All objections to the Motion not previously resolved or withdrawn
are deemed overruled.

The Debtors prepared a cash flow forecast for their cash
collateral use for the 13-week period ending May 16, 2008, a
full-text of copy of which is available for free at:

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

The Debtors may use the Cash on Hand to pay their ordinary and
necessary business expenses as set for on a budget, as may be
amended from time to time, provided that they may exceed the line
item amounts set forth in the Budget by no more than 10%.

The Debtors will not pay any cost of Shared Services reflected on
the Budget, without prejudice to (i) the right of Levitt Corp. to
request the allowance and payment of an administrative expense
claim for the cost of Shared Services, and (ii) any objection to
that request.

As adequate protection for the use of Cash On Hand, each of the
Debtors' Prepetition Lenders is granted a replacement lien on all
postpetition property of the Debtors that is of the same nature
and type as each Lender's prepetition collateral.  The
Replacement Liens will be junior and subordinate to the claims
and liens of the United States Trustee for fee payable by the
Debtors pursuant to Section 1930(a)(6) of the Judicial and
Judiciary Procedures Code, and fees due to the Clerk of the
Court.

Nothing in the Final Cash Collateral Order will constitute an
adjudication of the validity, priority or extent of any Lender's
liens, or the amount of each Lender's claim.  

The Final Cash Collateral Order is without prejudice to the
Lenders' right to seek an accounting or tracing of the source of
the Cash On Hand, and the Debtors' objections, defenses or
counterclaims to any such request by any Lender.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors are seeking to extend their exclusive period to file a
plan of reorganization to April 10, 2008.  (Levitt and Sons
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Intercompany Claims Filing Deadline Set May 11
---------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida extends, until May 11, 2008, the
deadline to file intercompany claims in Levitt and Sons LLC and
its debtor-affiliates' Chapter 11 cases.

The Court previously set the general claims bar date in the
Debtors' Chapter 11 cases for Feb. 11, 2008.

According to Jordi Guso, Esq., at Berger Singerman, P.A., in
Miami, Florida, the Debtors have not yet completed their analysis
as to claims they have or may have against each other because of
the significant intercompany dealings  between them, and the
numerous issues they have been dealing with in their Chapter 11
cases.

Mr. Guso stated that the Debtors and the Official Committee of
Unsecured Creditors are evaluating whether some or all of the
Debtors' estates should be substantively consolidated.  
Substantive consolidation, he points out, may result in the
extinguishment of some or all of the Intercompany Claims.

Accordingly, the Debtors' request for a 90-day extension of the
Claims Bar Date for the filing of Intercompany Claims is
equitable, just and proper, Mr. Guso asserted.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors are seeking to extend their exclusive period to file a
plan of reorganization to April 10, 2008.  (Levitt and Sons
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wants Plan-Filing Period Extended to April 10
--------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates ask the Honorable
Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida to extend, until April 10, 2008, their
exclusive period to file a plan of reorganization.

In addition, the Debtors seek to extend their plan solicitation
period to June 10, 2008.

Pursuant to Section 1121(b) of the Bankruptcy Code, a Chapter 11
debtor has the exclusive right to file a plan of reorganization
during the first 120 days following the filing of its chapter 11
petition, and thereafter to solicit acceptances to any plan so
filed for a period of an additional 60 days.

Section 1121(d) empowers the Court to extend the Exclusivity
Periods for "cause."  Upon the request of a party in interest
made and after notice and a hearing, a court may for cause reduce
or increase the Exclusive Plan Filing Period and the Exclusive
Solicitation Period.

The Debtors relate that their exclusive period to file a plan of
reorganization under Section 1121(b) is set to expire on
March 10, 2008, and their exclusive period to solicit acceptances
of that plan will expire on May 10, 2008.

According to Jordi Guso, Esq., at Berger Singerman, P.A., in
Miami, Florida, the Debtors have collaborated with the Official
Committee of Unsecured Creditors and the Home Purchase Deposit
Creditors Committee with respect to all matters affecting the
administration of their Chapter 11 cases.

The Debtors inform the Court that they have been in discussions
with the Creditors Committee regarding the terms of a joint
liquidating plan of reorganization.  The Debtors have prepared a
proposed plan, as to which the Creditors Committee has had
substantial input, Mr. Guso says.  "The Committee is likely to be
a co-proponent of the plan."  

The collaboration between the Debtors and the Creditors Committee
with respect to a plan are ongoing, he adds.

The Debtors have also recently provided the Depositors Committee
with a draft of a plan, Mr. Guso tells the Court.

Mr. Guso assures the Court that the Debtors seek the extension in
good faith, not to pressure or otherwise prejudice the rights of
any of their creditors.

Mr. Guso maintains that the Debtors' extension request is
warranted because their Chapter 11 cases are sizable and involve
complex legal and business issues, and their cases have been
pending for less than four months.  

Moreover, he avers, the Debtors have made good faith progress
towards an orderly wind-down of their operations.  Certain of the
Debtors have been involved in an orderly disposition of their
tangible assets.  He also notes that the Debtors who are obligors
to Wachovia Bank, N.A., have also obtained postpetition financing
to restart selective sale and construction activities under the
supervision of their chief administrator.

The Debtors also asserts that they are generally paying their
postpetition debts as they come due, and they are in compliance
with all of the operating guidelines of the U.S. Trustee.

The Debtors believe that they have demonstrated reasonable
prospects for filing a viable plan.  The Debtors, with the
collaboration of the Committee, tell Judge Ray that a viable plan
will be filed shortly.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEXINGTON OIL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lexington Oil and Gas Ltd., Company
        225 Kingsberry Rd.
        Holdenville, OK 74848
        405-379-0038

Bankruptcy Case No.: 08-80228

Chapter 11 Petition Date: March 4, 2008

Court: U.S. Bankruptcy Court for the Eastern District of Oklahoma
       (Okmulgee)

Debtors' Counsel: John L. Gamboa, Esq.
                  Acuff & Gamboa, LLP
                  2501 Parkview Dr.
                  Suite 405
                  Ft. Worth, TX 76102
                  Phone: (817) 885-8500
                  Fax: 817-885-8504
                  E-mail: danielle@agwlaw.com

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

Estimated Debts: $50,001 to $1 million

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


LIBERTY MEDIA: Battle with IAC is "Business Dispute", Diller Says
-----------------------------------------------------------------
In a memo sent Sunday, March 9, 2008, to all IAC/InterActiveCorp
employees, chairman Barry Diller advised that the trial regarding
the legal dispute between Mr. Diller and Liberty Media Corporation
chairman John Malone at the Chancery Court of Delaware will
stretch through the entire week, PaidContent.Org reports.

Mr. Diller stated he hopes for "a fair amount of press coverage"
regarding the trial but advises the employees to ignore the media
releases, the report says, citing the memo.

According to IAC chairman, the battle is "purely a business
dispute" and assured the employees that the are confident in
presenting their case, PaidContent relates.

Mr. Diller added that IAC employees should try to take pride in
the result of the trial and not let anyone grab that sense of
pride from them, the report notes.

A full-text copy of the memo issued by Barry Diller can be
obtained at http://ResearchArchives.com/t/s?28ef

                IAC-Liberty Media Legal Dispute

As reported in the Troubled Company Reporter on Feb. 5, 2008,
the suit duel between the officials of IAC and Liberty Media was
bound to be heard at the Delaware Chancery Court in March 2008.

The Hon. Stephen Lamb who is handling the dispute did not
issue a settlement on Feb. 1, 2008, but ruled that IAC can keep
its current board of directors but has to keep Liberty Media
updated on transactions beyond the normal course of operations.

The Court is expected to decide at the March hearing whether
Liberty Media can redo the composition of IAC's board and whether
IAC can pursue the previously disclosed spin-off.

John Malone at Liberty Media and Barry Diller at IAC had engaged
in a legal battle triggered by IAC's plan to spin-off into five
separate entities.  Mr. Malone asserted that the proposed spinoffs
will dilute the voting powers of Liberty Media over IAC.  Mr.
Diller blasted Mr. Malone's request to expel them from IAC's board
by saying Liberty Media does not control IAC.

                            About IAC

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

                        About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The ratings still hold as of Jan. 29, 2007.


LIBERTY MEDIA: Malone Accuses IAC Chairman of Stewardship Breach
----------------------------------------------------------------
John Malone, Liberty Media Corporation chairman, asserted at a
Delaware Chancery Court hearing yesterday that the proposed
spinoff of IAC/InterActiveCorp violates over a decade old pact
between the companies, according to several reports.

Messrs. Malone and Diller had engaged in a legal battle triggered
by IAC's plan to spin-off into five separate entities.

Primary witness, Mr. Malone, pressed that Liberty Media should
continue to enjoy its rights based on a dual-voting structure,
reports say.

However, IAC chairman Barry Diller elected for a single-voting
structure in deciding on the spinoffs, a move that endangers the
supervoting powers held by Liberty Media.

Mr. Malone referred Mr. Diller's action as "a breach of
stewardship" and pointed that Mr. Diller often calls IAC "as his
business," reports relate.

The Liberty Media chairman also recalled that both executives have
agreed to retain the dual-voting structure at the spun-off Expedia
as a product of the above 20 years-long relationship between IAC
and Liberty Media, reports say.  Despite the agreements, Mr.
Malone informed the Court that the rights of Liberty Media
remained ambiguous, according to the reports.

In a February 2006, Mr. Malone said that he asked Mr. Diller to
promise to retain Liberty Media's right to vote its shares upon
any sale of IAC's assets, but Mr. Diller was said to have avoided
the inquiry, reports add.

Frederick McGrath, Esq., at Baker Botts LLP, who aided in the
drafting of the IAC-Liberty Media agreements, testified after Mr.
Malone.

The hearing will continue today, with Mr. Maffei testifying.  Mr.
Diller is scheduled to testify later this week.

Marc Wolinsky, Esq., is counsel to IAC/Interactivecorp while Kevin
Abrams, Esq., is counsel to Liberty Media Corporation.

                            About IAC

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

                        About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The ratings still hold as of Jan. 29, 2007.


LIBERTY MEDIA: Completes Reclassification of Liberty Capital Stock
------------------------------------------------------------------
Liberty Media Corporation disclosed that the reclassification of
its Liberty Capital common stock was completed March 3, 2008.  At
the closing, each share of Series A Liberty Capital common stock
was reclassified as one share of the reclassified Series A Liberty
Capital common stock and 4 shares of the new Series A Liberty
Entertainment common stock, and each share of Series B Liberty
Capital common stock was reclassified as one share of the
reclassified Series B Liberty Capital common stock and 4 shares of
the new Series B Liberty Entertainment common stock.

The Liberty Entertainment common stock is intended to track and
reflect the separate economic performance of the new Entertainment
Group.

The Entertainment Group initially has attributed to it a portion
of the businesses, assets and liabilities that had been attributed
to the Capital Group, including the company's acquired 41%
interest in The DirecTV Group Inc., the company's subsidiaries
Starz Entertainment LLC and FUN Technologies Inc., its equity
interests in GSN, LLC and WildBlue Communications Inc., the three
regional sports networks it acquired from News Corporation,
approximately $1 billion of cash and $551 million principal
amount, as of Dec. 31, 2007, of its publicly-traded exchangeable
debt.

The reclassified Capital Group has attributed to it all of its
businesses, assets and liabilities not attributed to the
Interactive Group or the Entertainment Group, including its
subsidiaries Starz Media, LLC, Atlanta National League Baseball
Club, Inc., Leisure Arts Inc., TruePosition Inc. and WFRV TV
Station, minority equity investments in Time Warner Inc. and
Sprint Nextel Corporation, $3,930 million principal amount, as of
Dec. 31, 2007, of its existing publicly-traded debt and
$750 million of its bank debt.

Holders of Liberty Capital common stock at the time of the closing
do not need to take any action to obtain their shares of Liberty
Entertainment common stock.  Holders of book-entry shares of
Liberty Capital common stock will have their Liberty Entertainment
shares credited to their accounts promptly after the closing.
Holders of certificated shares of Liberty Capital common stock
will receive certificates representing their shares of Liberty
Entertainment common stock shortly following the closing.

The Series A and Series B Liberty Entertainment common stock began
trading, regular way, on the Nasdaq Global Select Market under the
symbols "LMDIA" and "LMDIB," on March 4, 2008.  The Series A and
Series B Liberty Capital common stock will trade on the Nasdaq
Global Select Market under the symbols "LCAPA" and "LCAPB."

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Liberty Media Corporation continues to carry Fitch Ratings' 'BB'
long-term issuer default and senior unsecured debt ratings, which
were placed in December 2006.


LILLIAN VERNON: Gift Mulls $8.5 Million DIP Financing of Wachovia
-----------------------------------------------------------------
Gift (VA) LLC objected to Lillian Vernon Corporation's request to
access up to $8,500,000 in postpetition financing from Wachovia
Bank, N.A., as agent for a consortium of lenders.  Gift of
Virginia leases store premises to Lillian Vernon.

Gift of Virginia asserts that, among other things:

   a) the DIP budget fails to include payments for postpetition
      lease liabilities;

   b) proposed final financing order:

         i. improperly provides for payment of the lenders'
            prepetition obligations; and

        ii. represents the bank's attempt to take complete
            control of the Debtors' cases; and

   c) Wachovia's requested fees are excessive.

In addition, Gift of Virginia says that the proposed term of the
postpetition loan is set to expire on May 31, 2008, thus demanding
a quick disposition of the Debtors' assets and, that, would give
Wachovia "the ultimate say over the very goal" of these cases.  

Furthermore, Gift of Virginia says that the Debtor failed to pay
the basic rent of $1,047,359 due on Jan. 25, 2008, under the
amended and restated deed of lease agreement dated May 30, 2006.

Accordingly, Gift of Virginia asks the U.S. Bankruptcy Court for
the District of Delaware to deny the Debtors permission to borrow
under the bank's facility.

A full-text copy of Gift of Virginia's objection is available for
free at http://ResearchArchives.com/t/s?28e4

As reported in the Troubled Company Reporter on Feb. 29, 2008,
the Court authorized the Debtors to obtain, on an interim basis,
up to $8,500,000 in DIP financing from Wachovia Bank.

The Debtors told the Court that they don't have sufficient
available cash to meet ongoing obligations necessary to run their
businesses, and that it needs to urgently obtain credit and
additional capital to pursue going concern interests.

The Debtors and Wachovia have entered into a ratification and
amendment agreement, whereby the lenders would extend financing to
the bankruptcy estate.

The DIP loan will not exceed $8,500,000 -- and will not exceed
$18,500,000 when including Revolving Loan B -- on a final basis.

The term of the postpetition financing will end on:

   -- May 31, 2008; or
   -- the confirmation of the Debtors' plan of reorganization.

The Debtors are required to pay a $100,000 closing fee, as well as
a host of other fees for any unused portion of the facility.

In addition, the Court allowed the Debtors, on the interim, to
grant the lenders superpriority administrative claims status
pursuant to Section 364(c)(1) of the U.S. Bankruptcy Code in
respect of all postpetition obligations.

The Debtors can also use cash collateral subject to the liens and
security interest of the lenders, and give adequate protection by
providing the lenders with replacement liens and superpriority
administrative claims status.

                      About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct    
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended February 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D.D., Delaware,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


LILLIAN VERNON: Court Approves Donlin Recano as Claims Agent
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the application of Lillian Vernon Corp. and its debtor-
affiliates to employ Donlin, Recano & Co., Inc. as claims,
noticing and balloting agent.

Donlin Recano is expected to:

   a. prepare and serve required notices, including, without
      limitation:
      
         1. the notice under section 341(a) of the Bankruptcy
            Code;
         2. the notice of bar date for filing claims against the
            Debtors;

         3. the notice of hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

         4. other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or appropriate
            for an orderly administration of the cases.

   b. file with the Clerk's Office, within five business days
      after the mailing of a particular notice, a declaration of
      service that includes a copy of the notice involved, an
      alphabetical list of persons to whom the notice was served
      and the date and manner of service:

         1. comply with applicable federal, state, municipal and
            local statutes, ordinances, rules, regulations, orders
            and other requirements;

         2. promptly comply with such further conditions and
            requirements as the Clerk's Office or Court may at any
            time prescribe;

         3. provide claims recordation services and maintain the
            official claims register;

         4. provide balloting and solicitation services, including
            preparing ballots, producing personalized ballots and
            tabulating creditor ballots on a daily basis;

         5. provide such other noticing, and related
            administrative services as may be required from time
            to time by the Debtors; and

         6. provide assistance with, among other things, certain
            data processing and ministerial administrative
            functions, including, but not limited to, such
            functions related to: (a) the Debtor's schedules,
            statements of financial affairs and master creditor
            lists, and amendments thereto; and (b) the processing
            and reconciliation of claims.

The Debtors will pay the firm at its standard hourly rates on
consulting services.:

      Title                                   Rate
      -----                                   ----
      Senior Bankruptcy Consultant            US$205-US$250
      Case Manager                            US$180-US$200
      Technology and Programming Consultant   US$115-US$195
      Senior Analyst                          US$115-US$175
      Junior Analyst                          US$70-US$110
      Clerical                                US$40-US$65

To the best of the Debtor's knowledge, the firm does not hold any
adverse interest in the Debtor's estates.  It believes also that
the employment of the firm is necessary and in the best interest
of its estates.

The firm can be reached at:

   Donlin, Recano & Co., Inc.
   419 Park Avenue South
   New York, New York 10016
   Tel: (212) 481-1411
   Fax: (212) 481-1416
   http://www.donlinrecano.com/

                       About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct    
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended February 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D.D., Delaware,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


LITHIUM TECHNOLOGY: Inks Debt Settlement Agreement with Arch Hill
-----------------------------------------------------------------
On Feb. 28, 2008, Lithium Technology Corporation, GAIA
Akkumulatorenwerke GmbH, Arch Hill Ventures N.V., Arch Hill Real
Estate N.V. and Arch Hill Capital N.V. executed a Debt Settlement
Agreement.  Pursuant to the Agreement $5,773,707 of debt owed by
LTC and GAIA to the Debtholders was settled.  

LTC agreed to issue to Arch Hill Capital N.V. 302,714,400 shares
of LTC common stock in full and complete settlement of the Debt.
In the Agreement, Arch Hill Capital agreed that for a two year
period it will not, directly or indirectly, without the prior
written consent of LTC issue, offer, agree or offer to sell, sell,
grant an option for the purchase or sale of, transfer, pledge,
assign, hypothecate, distribute or otherwise encumber or dispose
of the Shares.

The company has financed its operations since inception primarily
through equity and debt financings, loans from shareholders,
including loans from Arch Hill Capital N.V. and related parties,
loans from silent partners and bank borrowings secured by assets.

                     About Lithium Technology

Lithium Technology Corporation (OTC: LTHU) --
http://www.lithiumtech.com-- produces unique large-format   
rechargeable batteries under the GAIA brand name and trademark.  
The company supplies a variety of military, transportation and
back-up power customers in the U.S. and Europe from its two
operating locations in Plymouth Meeting, Pennsylvania and
Nordhausen, Germany.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Amper, Politziner & Mattia, P.C. expressed substantial doubt about
Lithium Technology Corporation's ability to continue as a going
concern after auditing the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's recurring losses from operations since inception and
working capital deficit.


MAGUIRE PROPERTIES: Reviews Strategic Alternatives, Company Sale
----------------------------------------------------------------
Maguire Properties Inc. is continuing its review of strategic
alternatives for achieving greater value for stockholders,
including possible sale of the company.  This review is conducted
under the direction of a special committee comprised solely of
independent directors of the board.

In light of the continuing review, the company's board of
directors, acting on the recommendation of the special committee,
has determined that the 2008 Annual Meeting of Stockholders will
be held no earlier than Aug. 1, 2008.

The board has amended the company's bylaws to change the date for
the 2008 Annual Meeting from a date and time set by the board in
the month of June to a date and time set by the board in the month
of August.  Under the company's bylaws, as amended, the advance
notice period for submission of stockholder nominations for
election of directors and other stockholder proposals for
consideration at the Annual Meeting would begin no earlier than
May 3, 2008.

The company will issue a press release at a later date disclosing
the exact date of the 2008 Annual Meeting well as the time period
for submission of stockholder nominations and other proposals.  
The company added that there could be no assurance that the
strategic alternative review process will result in any
transaction.

                 About Maguire Properties Inc.

Based in Los Angeles, California, Maguire Properties Inc.
(NYSE:MPG) -- http://www.maguireproperties.com/-- owns and     
operates Class A office properties in the Los Angeles central
business district and is focused on owning and operating office
properties in the Southern California market.  Maguire Properties
Inc. is a full-service real estate company with substantial in-
house expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Maguire Properties Inc. and Maguire Properties L.P. to
'B+' from 'BB-'.  At the same time, S&P raised its bank loan
rating on Maguire Properties L.P.'s $130 million revolving credit
facility to 'BB' and raised its recovery rating on this facility
to '1' from '4'.  Finally, S&P revised its outlook on the company
to negative from stable.


MAXJET AIRWAYS: Wants Court to Set May 23 as Claims Bar Date
------------------------------------------------------------
MAXjet Airways Inc. asks the United States Bankruptcy Court for
the District of Delaware to establish May 23, 2008, as deadline
for creditors may file proofs of claim.

The Debtor also asks the Court to set June 25, 2008, for all
governmental units holding claims against the Debtor.

Entities who want to assert claims against the Debtor that arose
from Dec. 24, 2007, until April 15, 2008, must deliver their
claims to Epiq Bankruptcy Solutions LLC, the claims and noticing
agent of the Debtor.

A hearing has been set on March 25, 2008, at 3:00 p.m., to
consider approval of the Debtor's request.

                      About MAXjet Airways

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw Pittman LLP as
its bankruptcy counsels.  Arent Fox LLP represents the Official
Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on Feb. 27, 2008, the
Debtor's summary of schedules shows assets of $14,836,147 and
debts of $23,601,824.


MAXJET AIRWAYS: Wants Until August 20 to File Chapter 11 Plan
-------------------------------------------------------------
MAXjet Airways Inc. asks the United States Bankruptcy Court for
the District of Delaware to further extend their exclusive periods
to:

   a) file a Chapter 11 plan until Aug. 20, 2008; and

   b) solicit acceptances of that plan until Oct. 20, 2008.

The Debtor tells the Court that it needs sufficient time to
prepare a Chapter 11 plan and disclosure statement describing that
plan.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
in Wilmington, Delaware, says that the Debtor are currently
selling its business as a going concern to maximize recovery for
the benefit of its creditors.

As reported in the Troubled Company Reporter on Feb. 5, 2008, the
Court approved the Debtor's modified bidding procedures for the
auction and sale of its assets.

The Debtor's initial exclusive plan filing period will expire on
April 22, 2008.

A hearing has been set on March 25, 2008, at 3:00 p.m., to
consider approval.  Objection to approval, if any, must be filed
on or before March 18, 2008.

                      About MAXjet Airways

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw Pittman LLP as
its bankruptcy counsels.  Arent Fox LLP represents the Official
Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on Feb. 27, 2008, the
Debtor's summary of schedules shows assets of $14,836,147 and
debts of $23,601,824.


MBIA INC: CEO Jay Brown Asks Fitch to Withdraw Insurer Rating
-------------------------------------------------------------
On March 7, 2008, Jay Brown, chairman and chief executive officer
of MBIA Inc., wrote a letter to Fitch Ratings stating:

"As a result of the tremendous market disruption and its effect on
the value of the Insurance Financial Strength rating, MBIA began a
thorough evaluation of the impact each rating has in the various
global marketplaces in which we operate, the rating methodologies
used by each rating agency, and the costs associated with
maintaining the ratings."

Mr. Brown also expressed in the letter that MBIA'S review has led
them to these conclusions:

  -- MBIA has decided to withdraw Fitch's Insurance Financial
     Strength credit ratings on these MBIA companies:
     
     - MBIA Insurance Corporation
     - MBIA Insurance Corp. of Illinois
     - MBIA UK Insurance Limited
     - MBIA Assurance SA
     - MBIA Mexico SA de CV (both the global and national scale)
     - Capital Markets Assurance Corp.

Additionally, Mr. Brown also stated that the company would also
like Fitch to continue to rate the actual outstanding debt
obligations of these for MBIA Inc. and its related entities:

  -- MBIA Insurance Corporation subordinated debt rating: 'AA'
     Rating Watch Negative:

     - $1 billion of 14% surplus notes.

  -- MBIA Inc. long-term debt ratings: 'AA' Rating Watch Negative:

     - CHF 175 million 4.50% senior unsecured notes due 2010;
     - $100 million 9.38% senior unsecured notes due 2011;
     - $297 million 6.40% senior unsecured debt due 2022;
     - $75 million 7.0% senior unsecured debentures due 2025;
     - $100 million 7.15% senior unsecured debentures due 2027;
     - $150 million 6.63% senior unsecured debentures due 2028;
     - $350 million 5.70% senior unsecured notes due 2034.

"Before I address why we are asking that you withdraw just the IFS
ratings, let me explain what I observe happening in the capital
markets," Mr. Brown said.  "The IFS ratings were developed to
allow investors to evaluate the credit protection provided by a
financial guaranty insurance company when it enhanced or "wrapped"
an underlying debt instrument.

"From an issuer's perspective, this rating is an important part of
the valuation of insurance on its ability to access the capital
markets and at what price," Mr. Brown continued.  "From an
investor's perspective, the decision to buy, sell or own the
credit-enhanced instrument is a function of both the underlying
rating and the IFS rating.

"In particular, it is this dual assessment of the wrapped
instrument that results in the vast range in spreads for the
thousands of individual transactions we insure over a multitude of
assets as investors evaluate the credit risk of each security,"
Mr. Brown went on to say.  "Unfortunately the global capital
markets are currently not functioning in this manner as we have
gone through the credit cyclone of the past 6 months.

"In effect, the IFS ratings have taken on a life of their own,
totally disconnected from the underlying credit instruments that
they enhance," Mr. Brown explained.  "In the 24/7 information-
driven markets of today, the mere rumor of a potential change in
ratings methodology or a rating committee meeting can drive the
equity market, the CDS markets, and cause wild speculative pricing
in the extremely low frequency-of-loss U.S. public finance market.

"As such, the actual value of the IFS rating to investors who
either hold or are interested in purchasing credit-enhanced
instruments or are interested in purchasing has been overwhelmed
by the forces of trading markets in unrelated securities on the
financial guarantor itself," Mr. Brown elaborated.  "Consistent
with the recommendation I made to you in my February 27th letter,
we believe at this point in time, that it is more valuable to
investors to have access to a security's underlying rating
information without the Fitch IFS rating on them (for those
securities for which Fitch actually provides an underlying
rating).

"Of course, investors can then see for themselves if the value of
the MBIA enhancement is viewed as added protection or the entire
protection," Mr. Brown stated.  "For the holding company (and its
related entities), given the modest amount of actual debt
outstanding, we believe that Fitch Ratings and their ratings
market share of other financial institutions still offer value to
investors in those securities.

"We request that you continue to rate these securities," Mr. Brown
expressed.

In the letter, Mr. Brown also made mention of its review, which
supports MBIA's contentions, and MBIA's evaluation that led to a
number of observations that Mr. Brown wishes to express to Fitch.

According to Mr. Brown:

  -- First, Fitch's coverage of the underlying credit quality of
     MBIA's insured portfolio is extremely limited.  Based on
     MBIA's research and internal data, about one-third of MBIA's
     total insured net par outstanding, and less than 20% of its
     insured structured finance transactions, carries an
     underlying   rating assessment from Fitch.  In contrast, over
     85% of MBIA's total insured portfolio is covered by each of
     the other two major rating agencies that do fundamental
     credit analysis on underlying transactions.  As a result,
     Fitch's capital modeling approach heavily leverages the
     ratings information of these agencies, but does so in a
     manner that results in inappropriate capital requirements for
     MBIA, more specifically the use of "lower of" ratings, Mr.
     Brown wrote.

     Because Fitch does not actually do the fundamental credit
     analysis on these transactions, Mr. Brown said, it is
     virtually impossible for MBIA to understand why Fitch's
     approach generates charges inconsistent with the market and
     other agency models.  MBIA believes the assessment of
     transaction-level credit quality is a critical element of
     portfolio risk and capital allocation analysis for a
     financial guarantor and, as previously discussed, is an
     important consideration in the investment decisionmaking
     process of fixed-income investors who own both credit
     enhanced and unenhanced securities.

  -- Second, and related to the first issue, Fitch's capital model
     assumptions for public finance risks are inconsistent with
     MBIA's view, the markets in which these securities trade, and
     the views of the other major rating agencies.  As MBIA
     announced previously, over a five-year period it will
     transform its insurance business into discrete public finance
     and structured finance operating entities.  As MBIA evaluates
     the capital structure for a stand-alone public finance
     business entity, Fitch's capital allocation is approximately
     half that of the other rating agency capital models.  MBIA
     believes this level of capitalization at the Triple-A level
     is inappropriate and would pose a serious financial threat to
     our insured policyholders.

     MBIA's concern is underscored by the fact that there are
     existing financial guarantors and new entrants that will
     focus exclusively on public finance business.  Using Fitch's
     methodology, MBIA believes these companies will not maintain
     a level of capitalization consistent with the Triple-A
     standards that have been long-standing for this industry, and
     they will not assist the industry in bringing stability back
     to this important constituency.

"On the structured finance side of our business, as you know, we
have announced a six-month moratorium for writing structured
finance business, and we are in the process of refining our risk
management framework that will, among other things, focus on
selected asset classes within the global structured finance
markets that we believe are consistent with Triple-A underwriting
standards," Mr. Brown imparted.  "Given Fitch's low market share
in the asset classes we intend to underwrite in the future and the
fact that we will not be issuing any new structured products for
at least six months, we see limited value to fixed-income
investors who invest in MBIA-guaranteed debt instruments to have
an IFS rating at this time."

  -- Mr. Brown's in his letter also states that Fitch's capital
     model for financial guarantee insurance companies presents
     severe operational challenges for capital planning and
     pricing of our product.  The letter also contained that heavy
     data management requirements, long run time, and the
     inability to produce stable calculations of transaction-level
     marginal capital requirements make this model a less useful
     tool for managing MBIA's business.  MBIA believes it is
     inappropriate to expose its policyholders and shareholders to
     the potential volatility in capital requirements that could
     occur as a result of these model limitations.

  -- Finally, and in consideration of the above reasons, MBIA can
     no longer justify the high cost of the Fitch Insurer
     Financial Strength rating.  Mr Brown's letter also contains
     that the fee proposal Fitch gave MBIA is three times the
     amount Fitch charged in 2005, a rate of growth well in excess
     of similar fees charged by the other major rating agencies.  
     While MBIA said it recognizes the investment Fitch has made
     in its financial guarantors rating group in recent years,
     MBIA said it has an obligation to continually evaluate its
     cost structure and control expense growth in an effort to
     maintain the highest level of profitability.

"We appreciate the service Fitch has provided to MBIA in the
past," Mr. Brown expressed.  "As we continue to evaluate our five-
year transformation plan, and with the expectation of a return to
normalcy in the market's valuation of the IFS rating, we look
forward to obtaining a Fitch rating for any and all insurance
entities that could be established to target specific marketplaces
around the globe."

"As you might expect, we are making a formal request for you to
cease utilizing and immediately destroy or return all non-public
information that we supplied on those transactions that you did
not rate, including the non-public ratings those transactions
received from other rating agencies," Mr. Brown requested Fitch.  
"Consistent with our license agreement governing the use of your
capital model, we will cease use of your program and delete all
copies from our computers."

"We will send you a separate letter certifying destruction of the
program and return the CD ROM within five business days," Mr.
Brown concluded.

                         About MBIA Inc.

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


MBIA INC: Fitch Ratings Comments on Chairman Jay Brown's Letter
---------------------------------------------------------------
Fitch learned of MBIA's request that the Insurer Financial
Strength Rating be withdrawn and that MBIA intended to announce
their request at the close of the market on March 7, 2008, but
that they would like Fitch to continue their debt ratings.

Fitch is disappointed and surprised to learn of MBIA's request.

In commenting on MBIA's letter to Fitch in which MBIA criticized
Fitch's analysis and its fees, Stephen Joynt, President and CEO of
Fitch Ratings, commented that "Fitch believes that our analysis is
of the highest quality and our understanding of MBIA's municipal
and structured exposure is very strong."

It is unclear to us at this time as to whether MBIA will continue
to cooperate with us in the rating process to allow us to maintain
their IFS and debt ratings.  While, in general, Fitch believes
that they can rate companies based upon publicly available
information, the unique nature of the financial guaranty sector
could make maintaining the MBIA IFS and debt ratings difficult
without access to the non-public details on their insured
portfolio.

Fitch will evaluate its ability to maintain coverage on MBIA over
the next few days and make a final announcement after that
evaluation.


NEW YORK RACING: Wants Until April 15 to File Chapter 11 Plan
-------------------------------------------------------------
New York Racing Association Inc. asks the Hon. James M. Peck of
the United States Bankruptcy Court for the Southern District of
New York to further extend the exclusive periods to file a Chapter
11 plan and solicit acceptances of that plan until April 15, 2008.

The Debtor says that it requires additional time in order to
ensure the consummation of the Chapter 11 plan and complete the
documentation of the state settlement agreement.  Majority of the
Debtor's creditors have already accepted the proposed plan.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
the Debtor obtained a long-term extension of its franchise
after operating under a short-term deal.  The Debtor expected a
$105 million financing from the state to exit from bankruptcy, but
must to drop any ownership claim on the race track properties.

According to the motion, the Debtor can operate thoroughbred
racing until Dec. 31, 2033, in the State of New York.

The Debtor contends that it has completed all of the necessary
step to emerge from Chapter 11 process.

The Debtor's exclusive period to file a plan was supposed to
expire on March 7, 2008.

A hearing has been set on March 12, 2008, in Courtroom 601, to
consider approval of the Debtor's request.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NTK HOLDINGS: Projected Weak Demand Prompts Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of NTK
Holdings and its subsidiary Nortek (together NTK).  These ratings
have been downgraded and LGD assessments changed:

Issuer: NTK Holdings, Inc.

  -- Corporate Family Rating, downgraded to B3 from B2,

  -- $403 million senior discount notes downgraded to Caa2 (LGD6,
     90%) from Caa1 (LGD6, 91%).

Issuer: Nortek, Inc.

  -- $691 million senior secured term loan due 2011, downgraded to
     Ba3 (LGD2, 19%) from Ba2 (LGD2, 18%),

  -- $200 million senior credit facility due 2010, downgraded to
     Ba3 (LGD2, 19%) from Ba2 (LGD2, 18%),

  -- $625 million 8.5% senior sub notes due 2014, downgraded to
     Caa1 (LGD4, 68%) from B3 (LGD4, 68%).

The ratings outlook for both NTK Holdings and Nortek is negative.

The downgrade reflects expectations that demand for the company's
products will weaken in 2008 driven by weak new home construction,
and diminished consumer demand for expensive upgrades to their
kitchen, baths, and home music systems.  The ability for
homeowners to borrow against the value of their homes will likely
remain impaired throughout this period.  As a result, Moody's
expects the company's revenue and cash flow remain under pressure.   
The downgrade also reflects reduced financial flexibility caused
by the company's high leverage and generally weak balance sheet.

The company compromised its balance sheet through two rounds of
equity extraction in 2005 and 2006.  In early 2005 NTK Holdings
issued $250 million in senior discount notes that financed a
sizeable dividend (Moody's currently rates the discount notes at
Caa2).  Subsequently, the company amended its credit agreement in
April 2006.  Following the amendment, in May 2006 NTK Holdings
borrowed $205 million under a senior unsecured loan facility to
pay a cash dividend to shareholders and to help fund deferred
compensation payments to management.

The negative outlook reflects deteriorating consumer demand and
reduced cushion under company's financial covenants.  Cost cutting
initiatives may not fully offset top line pressure.

Nortek, Inc., headquartered in Providence, Rhode Island, is a
leading diversified manufacturer of innovative, branded,
residential and commercial ventilation, HVAC, and home technology
convenience and security products.  Its products include range
hoods and other ventilation products, heating and air conditioning
systems, indoor air quality systems, and home technology products.   
Revenues for the trailing twelve months ended Sept. 29, 2007 were
$2.34 billion.


NVMS LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: NVMS, LLC
        100 Bluegrass Commons Boulevard
        Suite 150
        Hendersonville, TN 37075

Bankruptcy Case No.: 08-01901

Chapter 11 Petition Date: March 5, 2008

Court: U.S. Bankruptcy Court for the Middle District of Tennessee
       (Nashville)

Debtors' Counsel: Rober James Gonzales, Esq.
                  MgLaw PLLC
                  2525 West End Ave.
                  Suite 1475
                  Nashville, TN
                  37203
                  Phone: 615 846-8000
                  Fax: 615 846-9000
                  E-mail: rjg@mglaw.net

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

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

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


OMNICARE INC: Incurs $20.7 Mil. Net Loss for 2007 Fourth Quarter
----------------------------------------------------------------
Omnicare Inc. reported net loss of $20.7 million for the 2007
fourth quarter ended Dec. 31 compared to $69.7 million net income
for the 2006 fourth quarter.  For the full year ended Dec. 31,
2007, the company reported a net income of $114.0 million from
$183.5 million for fiscal 2006.

The company generated revenues of $1,556.7 million for the 2007
fourth quarter from $1,599.4 million for the same quarter of the
prior year.  For fiscal 2007, the company's total revenues are
$6,220.0 million from $6,492.9 million of fiscal 2006.

"Our results for the year reflect the challenges we have faced
over the last 24 months with the convergence of Medicare Part D,
and its ongoing evolution, with the burgeoning shift toward
generic drugs and the complexities this has brought to our
business," Joel F. Gemunder, Omnicare's president and chief
executive officer, said.  "For the fourth quarter, we reported an
adjusted net loss of 3 cents per share, which includes an
incremental charge of $94 million pretax, or 50 cents per share,
to increase our allowance for doubtful accounts.

"That said, our results for the fourth quarter showed continued
stable performance," Mr. Gemunder added.  "Moreover, we also
exceeded the high end of our guidance on operating cash flow for
the year, setting a new record of over $505 million."

As noted, the fourth quarter of 2007 financial results include an
incremental charge of $94 million pretax, $60.1 million aftertax,
to increase the company's allowance for doubtful accounts.

Moreover, the results for the fourth quarter of 2007 and 2006 are
impacted by the unilateral reduction by UnitedHealth Group Inc.
and its affiliates in the reimbursement rates paid by United to
Omnicare by unilaterally switching all United beneficiaries to its
PacifiCare pharmacy network contract for services rendered by
Omnicare under the Medicare Part D program.  

The differential in rates that resulted from United's actions
reduced sales and operating profit in the fourth quarter of 2007
and 2006 by approximately $34.8 million pretax and $21.7 million
pretax respectively.  For the full year ended Dec. 31, 2007 and
2006, this differential in rates has impacted sales and operating
profit by approximately $130.7 million pretax and $68.2 million
pretax respectively.  The cumulative impact of United's unilateral
reduction in reimbursement beginning in April of 2006 has
negatively impacted sales and operating profit by approximately
$198.9 million pretax.

Cash flow from operations for the quarter ended Dec. 31, 2007
reached $74.3 million versus a net use of cash of $104.2 million
in the comparable prior-year quarter.  The 2006 fourth quarter
cash flow from operations included payments relating to two
government settlements as well as litigation expenses, the impact
of a broad-based slowdown in payments from the Illinois Department
of Public Aid and incremental cash costs related to the company's
Heartland repackaging operations, all totaling $117.4 million.

Full-year 2007 cash flow from operations was a record
$505.5 million versus $108.5 million for the full-year 2006.  The
full-year 2006 operating cash flow was impacted by the
aforementioned government settlements, litigation expenses and the
Heartland repackaging matters, aggregating $116.7 million,
partially offset by the return of a deposit of $38.3 million from
one of the company's drug wholesalers.

During 2007, the company repaid $150 million in debt, and at Dec.
31, 2007 had $277.6 million in cash on its balance sheet.  Its
total debt to total capital at Dec. 31, 2007 was 46.2%, down
approximately 230 basis points from Dec. 31, 2006.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $7.5 billion, total liabilities of $4.3 billion and a
total stockholders' equity of $3.2 billion.

                        About Omnicare Inc.
        
Headquartered in Covington, Kentucky, Omnicare Inc. (NYSE: OCR)
-- http://www.omnicare.com/-- provides pharmaceutical care for      
the elderly.  Omnicare serves residents in long-term care
facilities and other chronic care settings comprising
approximately 1.4 million beds in 47 states, the District of
Columbia and Canada.  Omnicare is the largest U.S. provider of
professional pharmacy, related consulting and data management
services for skilled nursing, assisted living and other
institutional healthcare providers as well as for hospice patients
in homecare and other settings.  Omnicare's pharmacy services also
include distribution and patient assistance services for specialty
pharmaceuticals.  Omnicare offers clinical research services for
the pharmaceutical and biotechnology industries in 30 countries
worldwide.
        
                          *     *     *
        
As reported in the Troubled company Reporter on Dec. 26, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Covington, Kentucky-based Omnicare Inc.  The corporate credit
rating was lowered to 'BB' from 'BB+'.  The outlook is
negative.  The subordinated debt and senior unsecured ratings were
lowered to 'B+' from 'BB-', and the preferred stock rating on the
company's convertible debentures was lowered to 'B' from 'B+'.  
The senior unsecured and subordinated debt are rated the same, two
notches below the corporate credit rating, given the relative
weakness of the subsidiary guaranteeing the senior unsecured debt.


OSYKA CORP: Aron & Co. Wants Court to Appoint Chapter 11 Trustee
----------------------------------------------------------------
J. Aron & Co. asks the United States Bankruptcy Court for the
Southern District of Texas to appoint a Chapter 11 Trustee to
oversee Osyka Corp. and Osyka Permian LLC's bankruptcy cases, Bill
Rochelle of Bloomberg News reports.

Certain lenders say that Michael F. Harness, president and chief
executive officer of the Debtors, engages in fraudulent practices
and misused funds, Mr. Rochelle says.  J. Aron further says Mr.
Harness refuses to cooperate to resolve some defaulted loan.

The Debtors owe $60 million and $20 million under a secured term
loan and hedging agreement, respectively.

A hearing is set on May 21, 2008, whether to consider J. Aron's
request, according to Bloomberg.

                      About Osyka Corporation

Headquartered in Houston, Texas, Osyka Corporation --
http://www.osyka.com/-- is an oil and gas company.  The company  
filed for Chapter 11 protection on March 3, 2008 (Bankr. S.D. Tex.
Case No.08-31467).   H. Rey Stroube, III, Esq., represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $50 million to $100 million.


PACIFIC LUMBER: Scopac Seeks Continued Access to Cash Collateral
----------------------------------------------------------------
Kyung S. Lee, Esq., at Diamond McCarthy LLP, in Houston, Texas,
relates that Scotia Pacific Company LLC has been authorized,
pursuant to a series of aggressively litigated and highly
negotiated orders entered by the U.S. Bankruptcy Court for the
Southern District of Texas, to use the cash collateral securing
certain Timber Notes it issued, including the cash held in a
certain Scheduled Amortization Reserve Account, to fund its
operations and the administration of its bankruptcy case.

Scopac's limited use of its cash collateral will expire on
March 21, 2008.

                         The Timber Notes

The Timber Notes refer to the notes issued by Scopac in the
aggregate principal amount of $867,200,000 pursuant to an
indenture dated July 20, 1998, with the Bank of New York, as
successor trustee.  The Timber Notes are due July 20, 2028 and
are subject to prepayment out of funds that may become available
for that purpose as provided in the Indenture.  

The Timber Notes are senior secured obligations of Scopac.  
Scopac's annual interest payments on the Timber Notes are
approximately $54,000,000.

The Noteholders assert that about $790,000,000 in principal and
interest remain outstanding on the Timber Notes.

As of March 3, 2008, the balance remaining in the SAR Account is
about $38,000,000.

The SAR Account is also collateral for the Timber Notes.

                       Scopac Line of Credit

Scopac is also a borrower under a Credit Agreement dated July 20,
1998, with Bank of America, N.A., and certain other lender
parties.  Advances under the Scopac Line of Credit were used to
finance up to one year's interest payments due on the Timber
Notes.

As of Scopac's bankruptcy filing date, about $36,214,344 in
borrowings were outstanding under the Scopac Prepetition Facility.

BofA and the Indenture Trustee assert that Scopac's obligations
under the Scopac Line of Credit and the Indenture are secured by
a jointly-held senior lien on substantially all of Scopac's
assets pursuant to a July 1998 Deed of Trust and Security
Agreement from Scopac to Fidelity National Title Insurance
Company for the benefit of the Indenture Trustee.

While BofA and the Indenture Trustee share the jointly-held
senior lien on substantially all of Scopac's assets, BofA enjoys
a senior right to repayment under the collateral documents under
certain circumstances, including a default, Mr. Lee notes.

               Scopac Needs Access To Cash Collateral

Without access to the SAR Account and cash collateral, Scopac
would be unable to pay its postpetition operating expenses, which
in turn would doom the company's chances to reorganize, Mr. Lee
says.

By this motion, Scopac seeks the Court's authority to use:

   (a) cash collateral generated by its operations, including
       cash collateral in which prepetition secured parties may
       have an interest;

   (b) cash collateral borrowed under the Debtor's proposed DIP
       Loan Facility; and

   (c) only to the extent necessary to pay the Indenture
       Trustee's fees and expenses, cash held in the SAR Account.

As adequate protection for Scopac's Prepetition Obligations,
Scopac proposes to grant the Noteholders a second priority
security interest and replacement liens in the Cash Collateral.

Moreover, the Noteholders' interests are adequately protected by
the increase in value of their Collateral that results from the
growth of trees on the Scopac Timberlands, Mr. Lee contends.  He
notes that the combination of these three factors results in a
sizable increase in the value of the Scopac Timber since the
Petition Date:

   -- Scopac's inventory, the trees, increases in value over
      time;  

   -- Scopac's success in convincing its regulators that more of
      the Scopac Timber should be available for harvest; and

   -- Through significant capital expenditures, Scopac has
      increased the value of non-timber assets like roads.

                 About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
50, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Marathon & Mendocino File Amended Joint Plan
------------------------------------------------------------
Marathon Structured Finance Fund L.P., DIP Lender and Agent under
The Pacific Lumber Company's postpetition credit facility, and
Mendocino Redwood Company, LLC, delivered to the U.S. Bankruptcy
Court for the Southern District of Texas, on March 4, 2008, their
First Amended Joint Plan of Reorganization for the Debtors.

The Amended Marathon Plan contemplates changes in the
classification of certain claims:

Class           Original Marathon Plan   Amended Marathon Plan
-----           ----------------------   ---------------------
Class 2         Other Secured Claims     Secured Tax Claims and
                                          Other Secured Claims

Class 7         PALCO Trade Claims       PALCO Trade Claims and
                                          PALCO General Unsecured
                                          Claims

Class 9         Scopac Timber Note       Scopac General
                 Unsecured Claims         Unsecured Claims

Class 10        PALCO General            Inter-Debtor Claims
                 Unsecured Claims

Class 11        Scopac General           Non-Debtor Affiliate
                 Unsecured Claims         Claims

Class 12        Inter-Debtor Claims   Interests in the Debtors

Class 13        Non-Debtor Affiliate  N/A
                 Claims

Class 14        Interests in the      N/A
                 Debtors

                 Sub-classification of Claims

In the event the Court authorizes the Debtors to consolidate for
voting and distribution purposes fewer than all of the Classes of
Claims sought to be consolidated for these purposes, the Plan
Proponents may proceed with separate classifications for any non-
consolidated Classes.

If the Plan Proponents elect to proceed with separate
classifications for any non-consolidated Classes of Claims and
Interests, the Classes of Claims and Interests will be treated as
against each individual non-consolidated Debtor for voting and
distribution purposes.

Specifically, each Class of Claims and Interests will be divided
into subclasses -- one for each of the Debtors:

   PL - The Pacific Lumber Company
   BL - Britt Lumber Co., Inc.
   SC - Salmon Creek LLC
   SD - Scotia Development LLC
   SI - Scotia Inn Inc.
   SP - Scotia Pacific Company LLC

For example, Class 1 Other Priority Claims can be divided into
six sub-classes for voting purposes -- Class 1-PL, Class 1-BL
through Class 1-SP.  Class 1-PL relates to Other Priority Claims
asserted against PALCO, Class 1-BL relates to Other Priority
Claims asserted against Britt, and so on.  In some situations a
particular Debtor may not have any claims asserted against it in
a particular Class.

                      Treatment of Claims

The Amended Marathon Plan also contemplates changes in the
treatment of certain claims.

A. Class 2

In full satisfaction of Allowed Secured Tax Claims, claimholders  
will receive from the Reorganized Entities:

   (1) payment of cash in an amount equal to the unpaid portion
       of the Allowed Secured Tax Claim plus postpetition
       interest, at a rate to be determined under applicable non-
       bankruptcy law; or

   (2) commencing on the distribution date, and continuing over a
       period not exceeding five years from and after the
       Petition Date, equal semi-annual Cash payments commencing
       on the first Semi-Annual Payment Date following the three-
       month anniversary of the Effective Date, for an amount
       equal to the unpaid portion of the Allowed Secured Tax
       Claim, together with interest at the applicable rate under
       non-bankruptcy law, subject to the sole option of the
       Reorganized Entities,to prepay the entire amount of the
       unpaid portion of the Allowed Priority Tax Claim, and in a
       manner not less favorable than the most favored
       non-priority unsecured Claim provided for by the Plan.

In full satisfaction of Allowed Other Secured Claims, at the sole
option of the Reorganized Entities:

   -- each Allowed Other Secured Claim will be reinstated and
      rendered unimpaired in accordance with Section 1124(2) of
      the Bankruptcy Code, notwithstanding any contractual
      provision or applicable non-bankruptcy law that entitles
      the holder of an Allowed Other Secured Claim to demand or
      receive payment of the Claim, prior to the stated maturity
      of the Allowed Other Secured Claim from, and after, the
      occurrence of a default;

   -- each holder of an Allowed Other Secured Claim will receive
      Cash in an amount equal to the Allowed Other Secured Claim,
      including any interest to be paid pursuant to Section
      506(b) of the Bankruptcy Code; or

   -- each holder of an Allowed Other Secured Claim will receive
      the collateral securing its Allowed Other Secured Claim,
      and any interest on the Claim required to be paid pursuant
      to Section 506, in full and complete satisfaction of the
      Allowed Other Secured Claim.

B. Class 7

On the Distribution Date, each holder of an Allowed PALCO Trade
Claim and Allowed PALCO General Unsecured Claim will receive, in
full satisfaction, release and discharge of, and in exchange for
the Claim, excluding any postpetition interest, the Pro Rata
share of $10,100,000 plus, together with holders of Allowed
Scopac Trade Claims and Allowed Scopac General Unsecured Claims,
its applicable Litigation Trust Participation for any remaining
amount owed.

C. Class 8
                                                                     
Each holder of an Allowed Scopac Trade Claim will receive, in
full satisfaction, release and discharge of the Claim, its Pro
Rata share of $500,000 plus, together with holders of Allowed  
PALCO Trade Claims and Allowed PALCO General Unsecured Claim and
Allowed Scopac General Unsecured Claims, its applicable
Litigation Trust Participation for any remaining amount owed.

D. Class 9
                                                                                       
Allowed Scopac General Unsecured Claimholders will receive, in
full satisfaction of the Claims, together with holders of Allowed
PALCO Trade Claims and Allowed PALCO General Unsecured Claims and
Allowed Scopac Trade Claims, its applicable Litigation Trust
Participation.

E. Class 10

Inter-Debtor Claims will be discharged, claimholders are entitled
to no Distributions under the Plan.

F. Class 12

On the Effective Date, all Equity Interests will be canceled,
annulled and extinguished.  All other agreements, instruments and
documents evidencing the Equity Interests and the rights of
its holders will be automatically canceled.  Holders of Equity
Interests will not be entitled to receive or retain any property
or interest in property under the Plan, on account of the Equity
Interests.

                       Litigation Trust

A litigation trust will be established for the purposes
liquidating and distributing certain Litigation Trust assets to
the holders of Allowed Classes 7, 8 and 9, and paying Statutory
Fees as set forth in the Plan.

On the Effective Date (i) all Litigation Trust Assets of the
Debtors will be transferred by the Debtors to the Litigation
Trust free and clear of all claims, Liens, charges, other
encumbrances and Interests and (ii) Newco will transfer to the
Litigation Trust $10,600,000, which will be used by the
Litigation Trustee first for payment to holders of Allowed claims
classified in Classes 7 and 8, second to repay the Funding Amount
and finally, any remaining amounts returned to the Reorganized
Entities.

Subject to Court approval, the Plan Proponents and the Official
Committee of Unsecured Creditors will nominate one person to
serve as Litigation Trustee.  The Creditors Committee will choose
three persons to serve, without compensation, as members of a
Litigation Trust board, which will have the responsibility to
review and advise the Litigation Trustee with respect to the
liquidation and Distribution of the Litigation Trust Assets in
accordance with the Litigation Trust Agreement and Confirmation
Order.

A full-text copy of the MRC/Marathon 1st Amended Plan is
available for free at:

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

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

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
50, http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: BoNY Circulates New Copy of First Amended Plan
--------------------------------------------------------------
The Bank of New York Trust Company, N.A. -- as Indenture Trustee
for certain timber notes issued by Scotia Pacific Company LLC --
delivered to the U.S. Bankruptcy Court for the Southern District
of Texas, on March 3, 2008, another copy of its First Amended
Chapter 11 Plan of Reorganization for Scopac, to reflect non-
material modifications to the Amended BoNY Plan.

The March 3 Amended BoNY Plan revises certain definition of terms
and the provision on the cancellation of existing securities.

The second version of the Amended BoNY Plan defines the term
"Bankruptcy Court" to mean the United States Bankruptcy Court for
the Southern District of Texas, Corpus Christi Division, or in
the event the Court ceases to exercise jurisdiction over the
Debtor's Chapter 11 case, a court which may have jurisdiction
with respect to the reorganization or liquidation of the Debtors,
under Chapter 11 or Chapter 7 of the Bankruptcy Code.

A "Release/Exculpation" provision is also incorporated in the
second Amended BoNY Plan.  As of the date of confirmation of the
Amended BoNY Plan, subject to the occurrence of the effective
date of the Plan, and in consideration of the distributions to be
received under the Amended BoNY Plan:

   (a) Each holder of a claim will be deemed to have
       unconditionally released the Indenture Trustee from any
       and all claims, obligations, suits, judgments, damages,        
       rights, causes of action and liabilities whatsoever, which
       the holder may be entitled to assert, based in whole or in
       part upon any act or omission, transaction, event or other
       prepetition occurrence up to and including the Effective
       Date in any way relating to the Chapter 11 cases, the
       Amended BoNY Plan or the Joint Disclosure Statement.  

   (b) Exceptions to the release and exculpation provision,
       include any obligation owed by BoNY to a holder of an
       Allowed Claim arising under the Amended BoNY Plan, or any
       act of gross negligence or willful misconduct on the
       Indenture Trustee's part; and

   (c) Nothing in the Amended BoNY Plan will limit any right to
       object to any professional fee claim.

        Cancellation of Existing Securities & Agreements

As of the Effective Date, the Timber Notes will evidence solely
the right to receive the Distributions of available cash and
other consideration to the Holders of the Timber Notes under
certain provisions:

   (1) the Timber Notes, to the extent not already canceled,
       will be deemed canceled and of no further force or effect
       without any further action on the part of the Bankruptcy
       Court or any other person; and

   (2) the obligations of Scopac under the canceled Timber Notes
       and under the Indenture, or other constituent documents,
       agreements or certificates of designation governing the
       canceled Timber Notes, will be terminated and discharged.  
       However, each indenture or other agreement that governs
       the rights of the holder of a Claim based on the canceled
       Timber Notes that is administered by the Indenture
       Trustee, collateral agent or servicer will continue in
       effect solely for the purposes of (i) allowing the
       Indenture Trustee, Collateral Agent, or servicer to make
       the Distributions to be made on account of the Claims, and
       (ii) permitting the Indenture Trustee, Collateral Agent,
       or servicer to maintain any rights it may have for fees,
       costs, and expenses under the indenture or other
       agreement.

Additionally, the cancellation of any indenture will not impair
the rights and duties of the indenture trustee and the
beneficiaries of the trust created.  Any actions taken by an
Indenture Trustee, Collateral Agent or servicer that are
not for authorized purposes will not be binding upon Post-
Confirmation Scopac.

As of the Effective Date, all Liens, charges, encumbrances and
rights related to any Claim or Interest, including, without
limitation, those existing under the Indenture, the
Timber Notes and any other documents, except to the extent
specifically permitted under the Amended BoNY Plan will be
terminated, null and void and of no effect.  

However, the Indenture and other agreements that govern the
rights of the Holders of Class 2(a) and Class 2(b) Secured Claims
will continue in effect for the purpose of allowing the
Indenture Trustee to make the Distributions on account of the
Claims, and enforce the Indenture Trustee's charging Lien, at
which point the Indenture will be canceled and discharged
pursuant to Section 1141 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on March 3, the Bank
of New York delivered on Feb. 27, 2008, its First Amended
Chapter 11 Plan of Reorganization for Scopac.  BoNY's Amended Plan
contemplates certain changes in the classification of certain
claims:

Class                Original BoNY Plan   Amended BoNY Plan
-----                ------------------   -----------------
Class 2(a)(1)       Secured Claims under  Secured Claims of
                     the Scopac Line of    Liquidity Providers
                     Credit                under a Scopac Line  
                                           of Credit

Class 2(d)          N/A                   Secured Tax Claims   

Class 4             Unsecured Claims of   Contingent    
                     Qui Tam Claimants     Unsecured Claims

Class 5             Intercompany Claims   Intercompany
                                           Unsecured Claims

Class 7             Interests in Debtor   Equity Interests in
                                           Debtor

Along with Claims in Class 1 and Class 2(a), the Amended BoNY
Plan considers Class 2(d) Claims as unimpaired and conclusively
presumed to have accepted the Amended BoNY Plan and therefore,
are not entitled to vote to accept or reject the Amended BoNY  
Plan.

Class 4 Claimants are not entitled to vote unless their claim
becomes non-contingent prior to the voting deadline.  Pursuant to
Section 1126(g) of the Bankruptcy Code, holders of Claims and
Interests in Classes 5, 6 and 7 are conclusively presumed to have
rejected the Plan and therefore, are not entitled to vote to
accept or reject the Plan.

                       Treatment of Claims

The Amended BoNY Plan also contemplates changes in the treatment
of certain claims.

In full satisfaction of Class 2(a) Allowed Secured Claims, on the
Effective Date of the Amended BoNY Plan, the Class 2(a) Allowed
Claims will be paid in full from:

   (i) the funds on deposit in the Scheduled Amortization Reserve
       Account; and

  (ii) proceeds of sale of the Indenture Trustee's collateral in
       payment of their Allowed Secured Claims in recognition of
       the payment priorities set forth in the Indenture, Deed of
       Trust and the Bankruptcy Code; or

(iii) other treatment as may be agreed to in writing by the
       Class 2(a) Claimants and a Plan Agent.

Caterpillar Financial Services Corporation will receive, in full
satisfaction of its allowed Class 2(c) secured claim, if any, on
the Effective Date either:

   (1) the return of its collateral in full satisfaction of its
       claim unless Caterpillar elects to have its collateral
       sold pursuant to the Indenture Trustee Plan;

   (2) the proceeds of the sales of any collateral that
       Caterpillar elects to have sold pursuant to the Amended
       BoNY Plan; or

   (3) other treatment as may be agreed to in writing by
       Caterpillar and the Plan Agent.

To the extent Caterpillar's collateral is sold and the proceeds
of the sales are insufficient to pay the Claim in Class 2(c) in
full, Caterpillar will have a Class 3 Allowed General Unsecured
Claim for the deficiency.

On the Effective Date, each holder of an Allowed Secured Tax
Claim will receive payment in full in Cash.  Notwithstanding any
language to the contrary in the Amended BoNY Plan, Class 2(d)
Claimants will retain their liens against the Estate Property
subsequent to the confirmation of the Amended BoNY Plan
and the conveyance of Estate Property to Post-Confirmation Scotia
Pacific Company LLC, a litigation trust or a Scopac liquidating
trust.

If, on or before the Confirmation Date, a Class 4 Contingent
Unsecured Claim is determined by the Bankruptcy Court to be no
longer contingent, then the claim will be treated as Class 3
Allowed General Unsecured Claim.  Each holder of an Allowed
Class 4 Contingent Unsecured Claim that is, prior to the
Effective Date, determined to be no longer contingent will
receive:

   (a) their pro rata share of the proceeds of avoidance
       actions recovered for the benefit of Claimants of the
       Scopac Estate;

   (b) their pro rata share of any proceeds that are placed in
       the Distribution Account from the sale of the Estate
       Property after satisfaction of any Lien secured by the
       proceeds -- plus interest and Allowed fees and expenses:

   (c) distributions from the Litigation Trust pursuant to the
       terms of the Litigation Trust Agreement; and

   (d) distributions from the Scopac Liquidating Trust pursuant
       to the terms of the Liquidating Trust Agreement.

                       Other Provisions

Regardless of any of provision of the Amended BoNY Plan, the
Court's Confirmation order will not serve as a rejection of
certain Timber permits or Environmental Obligations, and any
acquirer of the Scopac Timberlands must agree to be bound by the
Timber Permits and Environmental Obligations as if no Chapter 11
case had been filed.

The Amended BoNY Plan also states that in the event that the
Indenture Trustee acquires the Estate Property through a
successful credit bid, title to Estate Property will pass to the
Indenture Trustee or its designee.

All Environmental Obligations associated with the Commercial
Timberlands and the MMCAs, and all permits, agreements, plans,
orders, or other governmental agency authorizations or approvals
issued by federal, state or local government agencies with
respect to timber harvesting activities or other land use
activities on Scopac's timberlands will be assumed by the
acquirer of the Commercial Timberlands and the MMCAs, including
BoNY if it acquires the property.

There will be one Plan Agent under the Amended BoNY Plan who will
answer to, and be directed by, a post-confirmation board, and who
will be vested with all the powers of a debtor-in-possession and
trustee appointed under Chapter 7.

BoNY will, prior to the Confirmation Hearing, nominate the Plan
Agent.  BoNY will also negotiate a fee agreement with the Plan
Agent to compensate him or her for services rendered as the
Plan Agent.  The Plan Agent candidate will be approved at the
Confirmation Hearing, and will immediately undertake the required
duties under the Plan.

The Post-Confirmation Board will consist of at least the
top three Timber Noteholders and additional noteholders as are
necessary to ensure that there is an odd number of members on the
Post-Confirmation Board.  The members of the Post-Confirmation
Board must together hold at least 51% or more of the total of the
outstanding balance on the Timber Notes until the time that the
Timber Notes are paid in full.

Once the Timber Notes are paid in full, the U.S. Trustee will
propose members of the Post-Confirmation Board as Replacement
Post-Confirmation Board Members.

A full-text copy of the Indenture Trustee's First Amended Plan is
available for free at:

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

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
50, http://bankrupt.com/newsstand/or 215/945-7000).  


PARAMOUNT RESOURCES: Acquires Trilogy Energy's 2 Mil. Trust Units
-----------------------------------------------------------------
Paramount Resources Ltd. and Clayton H. Riddell, Paramount's
controlling shareholder, acquired, directly and indirectly,
ownership or control of an aggregate of 2,016,947 trust units of
Trilogy Energy Trust, representing approximately 2.1% of Trilogy's
outstanding trust units on an undiluted basis, since Jan. 17,
2008, through purchases over the Toronto Stock Exchange and
acquisitions under Trilogy's Distribution Reinvestment Plan.  

All of the trust units acquired by Mr. Riddell from Jan. 17, 2008
to Feb. 20, 2008, were indirect acquisitions under Trilogy's DRIP.  
Paramount and Clayton H. Riddell own or control in aggregate,
directly and indirectly, 53,619,557 trust units of Trilogy or
approximately 56.2% of Trilogy's outstanding trust units on an
undiluted basis.  

In addition to the foregoing, Mr. Riddell holds unvested options
to acquire 400,000 trust units of Trilogy, 20,000 of which will
vest in October 2008, the earliest vesting date.  The remaining
options vest between 2009 and 2012.  If the 400,000 trust units
underlying the aforementioned unvested options are included with
the aggregate number of trust units of Trilogy held by Mr. Riddell
and Paramount, then Mr. Riddell and Paramount would own or control
an aggregate of 54,019,557 trust units of Trilogy, representing
approximately 56.6% of Trilogy's outstanding trust units.

Purchases over the TSX were at the prevailing market price.
Purchases under the DRIP were from Trilogy's treasury at a
5% discount to the prevailing market price in accordance with the
terms of the DRIP and were made pursuant to the prospectus
exemption for purchases under distribution reinvestment plans in
section 2.2 of National Instrument 45-106.  Options were granted
pursuant to the terms of Trilogy's option plan.

The direct and indirect purchases and acquisitions by each of
Paramount and Mr. Riddell were made for investment purposes.  
Paramount or Mr. Riddell may in the future increase or decrease
their respective holdings in Trilogy depending on market
conditions or other relevant factors.

                    About Trilogy Energy Trust

Headquartered in Calgary, Alberta, Trilogy Energy Trust
(TSE:TET.UN) -- http://trilogyenergy.com/-- is an energy trust  
focused on petroleum and natural gas.  The Trust is managed by
Trilogy Energy Ltd., the administrator of the Trust.  The Trust
had average production of 24,691 millions of barrels of oil
equivalent per day in 2006.

                   About Paramount Resources

Headquartered in Calgary, Alberta, Canada, Paramount Resources
Ltd. (TSE: POU) -- http://www.paramountres.com/-- is a Canadian   
oil and natural gas exploration, development and production
company with operations focused in Western Canada.  Paramount's
common shares are listed on the Toronto Stock Exchange under the
symbol "POU".

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2007,
Moody's Investors Service raised the rating for Paramount
Resources Ltd.'s senior secured notes to Caa1 (LGD 4, 56%) from
Caa2 (LGD 4, 60%).  Moody's also affirmed Paramount's Caa1
corporate family rating and the Caa1 probability of default
rating.  The outlook remains stable.  


PATRICIA LIVINGSTON: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Patricia Ann Livingston
        6006 Morgan's Glen Place
        Glen Allen, VA 23059-6991

Bankruptcy Case No.: 08-31024

Chapter 11 Petition Date: March 5, 2008

Court: U.S. Bankruptcy Court for the Eastern District of Virginia  
       (Richmond)

Judge: Kevin R. Huennekens

Debtors' Counsel: David K. Spiro, Esq.
                  Cantor Arkema, P.C.
                  Post Office Box 561
                  Richmond, VA 23218-0561
                  Phone: (804) 644-1400
                  Fax: (804) 225-8706
                  E-mail: dspiro@cantorarkema.com

Estimated Assets: $1,287,200.00  

Estimated Debts:  $1,140,844.40

List of Largest Unsecured Creditors:


   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Cap One Bk                     Credit Card            30,503.00
P.O. Box 85520
Richmond, VA 23285

Bank of America                Credit Card            30,205.00
P.O. Box 17054
Wilmington, DE 19903

Bk of Amer                                            21,916.00
P.O. Box 7047
Dover, DE 19903

Chase                         Credit Card              2,054.00

Newberry Towne                Association fees         1,751.40
                              for Allandale
                               property

Toyota Motor Credit Co.       contingent unliquidated      1.00
             

PLASTECH ENGINEERED: Court Extends Interim DIP Order to March 14
----------------------------------------------------------------
The Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan extended, until March 14, 2008,
its interim order authorizing Plastech Engineered Products, Inc.,
to obtain financing not to exceed $37,150,000 from a syndicate of
lenders, led by Bank of America, N.A., as administrative agent.

The Court previously entered an interim order authorizing the
Debtors to obtain funding from the DIP Facility until March 3,
but the Debtors sought an extension in light of their request to
postpone to March 14, the final hearing on their request for DIP
financing.

Pursuant to the Second Amended DIP Loan Agreement, the DIP
Lenders agreed to continue extending the DIP Facility to March
14, notwithstanding the absence the entry of a Final Order by the
Court, on the condition that the Debtors will (i) pay the DIP
Lenders a $100,000 extension fee, and (ii) apply $15,000,000 of  
prepetition receivables from the Debtors' major customers General
Motors, Ford Motor Company, Chrysler Motors Company LLC and
Johnson Controls, Inc.

Judge Shefferly allowed the Debtors to remit $10,000,000 of
payments made by Major Customers up to March 14, for prepetition
accounts, to the agent under the $200,000,000 Prepetition
Revolver Facility for application to the Debtors' obligations
outstanding prior to the Petition Date.

The Court will convene a hearing to consider final approval of
the DIP Loan on March 14, 2008 at 9:30 a.m.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000)


PLASTECH ENGINEERED: US Trustee Balks Schedules Filing Extension
----------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 9, objects
to Plastech Engineered Products Inc. and its debtor-affiliates'
request to further extend the deadline to file their schedules of
assets and liabilities and statements of financial affairs.

Stephen E. Spence. Esq., trial attorney at the Office of the U.S.
Trustee, in Detroit, Michigan, asserts the Debtors have not shown
good cause to justify a lengthy extension.  The request for an
extension was filed 108 days after the date of bankruptcy, which
is 67 days beyond the deadline set previously by the Court at the
Debtors' request, Mr. Spence points out.

Mr. Spence also adds that the extended deadline requested by the
Debtors is past March 14, 2008 meeting of creditors under Section
341 of the Bankruptcy Code.

Without accurate and complete information being filed with the
Court, the United States Trustee cannot properly evaluate the
case and may not be able to meet statutory deadlines, Mr. Spence
concludes.

                     About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000)


PLASTECH ENGINEERED: Allowed to Hire Conway as Financial Advisors
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Conway MacKenzie & Dunleavy as
their financial advisors and consultants, effective as of Feb. 1,
2008.

As reported in the Troubled Company Reporter on Feb 18, 2008, the
firm is expected to:

   (a) assist management in managing cash while working with the
       Debtors to develop a plan that will result in a more
       permanent resolution to any near-term liquidity issues;

   (b) provide analytical assistance related to financial
       projections, commercial issues, accounting issues and
       other related financial issues;  

   (c) review and advise in the process and preparation of the
       Debtors' 2008 financial budget and 3-year business plan,
       cost reduction initiatives and related underlying
       assumptions and advise in the preparation and
       quantification of plant profit and improvement plans
       including plant visits, review of source documents,
       analysis of part/program/customer profitability analysis,
       and advisory services to Business Unit Presidents;

   (d) provide support to management in interfacing with key
       customers and lenders, as necessary, to communicate
       relevant financial information and key elements of the
       Debtors' business plans;  

   (e) assist the Debtors in evaluating various alternatives for
       restructuring of the balance sheet and underlying
       operations of the business;  

   (f) assist the Debtors, management and Investment Banker(s) to
       evaluate the potential and opportunity for selling of the
       Debtors' equity or merging with a strategic partner as a
       means, in part, of addressing the Debtors' capital
       structure, footprint and other concerns;  

   (g) develop with the Debtors for the Board's consideration
       other alternatives, including a stand-alone restructuring
       plan via a debt/equity conversion or other, similar
       transaction, and proposed means by which such a
       transaction may be implemented;  

   (h) work intimately with the Debtors' management and Boards
       of Directors to evaluate, assist and execute on a reasoned
       alternative to maximize enterprise and stakeholder value,
       and working closely with the Debtors' Investment
       Banker(s) to ensure that efforts and fees are not
       duplicative;

   (i) assist the Debtors in developing a customer strategy and
       execution of the same with the goal to maximize enterprise
       and stakeholder value;

   (j) analyze and evaluate, based on various alternatives, the
       short-term and long-term financing requirements of the
       Debtors and work with the Debtors to structure the
       financing in a manner consistent with the Debtors'
       borrowing needs and business plan;  

   (k) negotiate the restructuring plan and assist in the
       arrangement of new debt and equity securities, together
       with the Investment Banker(s), as appropriate, with new or
       existing creditors in order to effect a change to the
       capital structure that could include the refinancing and
       conversion or other restructuring of existing debt
       securities;  

   (l) attend meetings and court hearings as may be required in
       their role as financial advisors to the Debtors;

   (m) render expert testimony and litigation support services,
       as requested from time to time by the Debtors; and

   (n) assist with other financial advisory services as may
       be requested by the Debtors and the Board of Directors.

The Debtors is expected to pay Conway MacKenzie fees for services
to be based on the actual number of hours incurred at its
customary hourly rates ranging from $115 for paraprofessionals to
$595 for Senior Partners, plus reasonable expenses.

The Debtors initially paid the firm $200,000 to be held as on-
account cash for the advance payment of prepetition professional
fees and expenses incurred and charged by CM&D in its engagement
for the Debtors.

Donald S. MacKenzie, a senior managing director at Conway
MacKenzie & Dunleavy, assured the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records reflected
assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


PLASTECH ENGINEERED: Wants to Employ PwC as Accountant & Advisor
-----------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Pricewaterhouse Coopers LLP,
as independent accountant and tax advisor.

The Debtors previously signed engagement letters with PwC,
engaging the firm in October 2007 for tax advisory services and
an "IRS Audit Defense", and in February 2008 for tax consultancy
services.

Based on PwC's extensive experience in accounting, audit and tax
services, and enjoys excellent reputation in Chapter 11 cases of
companies throughout the United States, the Debtors intend to
continue obtaining services from PwC postpetition.

Pursuant to the engagement letters, PwC has agreed to:

   -- perform audit of the consolidated financial statements at
      Dec. 31, 2007, and issue an audit report on the
      statements, subject to PwC's refusal to issue report for  
      causes related to the management of the Debtors' business;

   -- provide advice and opinion related on tax matters,
      including research, discussion, preparation or memoranda
      related to these matters; and

   -- provide advice and assistance on matters involving the
      Internal Revenue Service and other tax authorities, as
      needed or requested.

In exchange for the firm's services, the Debtors and PwC have
agreed to this compensation structure:

   (i) a $470,000 audit fee payable in installments upon receipt
       of invoices rendered:
       
             * $150,000 due in October 2007;
             * $100,000 due in December 2007;
             * $150,000 due in February 2008; and
             * $70,000 due in March 2008.

  (ii) payment of the firm's customary hourly rates for tax
       advisory services provided by the firm's professionals:

             Partner           $465
             Director          $360
             Senior Associate  $200
             Associate         $165

The outstanding balance on the Audit Fee is $320,000.  The
Debtors have already paid the October 2007 invoice of $150,000
for the Audit Fee.

David A. VanEgmond, a member of PwC, assures the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and holds no interest adverse to
the Debtors or their estates in connection with the matters for
which PWC will be employed.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000)


PORTOLA PACKAGING: John LaBahn is New SVP and Controller
--------------------------------------------------------
Portola Packaging Inc. announced Tuesday that John LaBahn has
joined the company as senior vice president and chief financial
officer.  Andrea Schry had been acting chief financial officer and
will continue on as vice president and controller of the Company.

Most recently, Mr. LaBahn was senior vice president and chief
financial officer of Chemcentral Corporation, a $1.4 billion
privately held chemical distribution company.  Prior to that he
was the vice president and chief financial officer for American
National Can Group, where he also served in a number of roles,
including controller, director of Business Risk Management,
director of Shared Services and manager of corporate budgeting and
financial analysis.

Mr. LaBahn holds an MBA from the University of Chicago, and a BS
in Accounting from Western Michigan University.

Brian Bauerbach, president and chief executive officer, commented
that "John LaBahn brings a wealth of talent and experience to
Portola that will help us further focus on improving the company's
financial performance."

                     About Portola Packaging

Headquartered in Batavia, Illinois, Portola Packaging Inc. --
http://www.portpack.com/-- designs, manufactures and markets   
tamper-evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food and other non-
carbonated beverage markets.  The company also produces a wide
variety of plastic bottles for use in dairy, water and juice
markets, including various high density bottles, as well as five-
gallon polycarbonate water bottles.  In addition, the company
designs, manufactures and markets capping equipment for use in
high speed bottling, filling and packaging production lines.  
Portola is also engaged in the manufacture and sale of tooling and
molds used for blow molding.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor's Ratings Services lowered its ratings on Portola
Packaging Inc., including its corporate credit rating, by two
notches to 'CCC' from 'B-'.  The outlook is negative.


PROPEX INC: U.S. Trustee Reacts to Panel Counsel's Hourly Rates
---------------------------------------------------------------
Richard F. Clippard, the United States Trustee for Region 8,
relates that Akin Gump Strauss Hauer & Feld, LLP has been asked to
cap the hourly rates of the attorneys of the Official Committee of
Unsecured Creditors of Propex Inc. and its debtor-affiliates at
$675 per hour.  However, Akin Gump declined to do so.

Kimberly C. Swafford, Esq., attorney for the U.S. Trustee, states
that the U.S. Trustee does not oppose the employment of Akin Gump
as counsel for the Debtors' creditors committee.  However, the
U.S. Trustee does not believe that Akin Gump's hourly rates are
reasonable and would like to reserve objection until the time a
fee application is filed.

The U.S. Bankruptcy Court for the Eastern District of Delaware had
authorized the creditors committee to retain Akin Gump as its
counsel, effective as of Jan. 30, 2008.

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)  


QUEBECOR WORLD: Court Gives 30 Days to Negotiate DIP Fund Terms
---------------------------------------------------------------
The Hon. James Peck of the U.S. Bankruptcy Court for the Southern
District of New York adjourned the hearing on Quebecor World
(USA) Inc. and its debtor-affiliates' request for final approval
of a $1,000,000,000 loan package from a syndicate of lenders led
by Credit Suisse Securities (USA), LLC, and Morgan Stanley Senior
Funding, Inc.

According to Bloomberg News, Judge Peck gave Quebecor World 30
days to negotiate the final terms of the loan.

"Parties will need some additional time to conclude what appear
to be constructive although at this point inconclusive
negotiations," Judge Peck said at the March 6 final DIP hearing.

Quebecor World obtained interim approval from the Bankruptcy
Court on Jan. 23, 2008, to borrow $750,000,000 under the Loan,
but various parties, including noteholders and unsecured
creditors, sought revisions to the terms of the loan.

The Honorable Justice Robert Mongeon at the Superior Court of
Justice (Commercial Division), for the Province of Quebec,
according a March 3, 2008 report by The Canadian Press, has
already given approval to Quebecor World, Inc., and the U.S.
Debtors to enter into the $1,000,000,000 loan.

                         More Objections

The Official Committee of Unsecured Creditors, an ad hoc group of
holders of more than $1,000,000,000 of the unsecured notes issued
by the Debtors, and the Royal Bank of Canada, as administrative
agent for certain Prepetition RBC Secured Lenders, object to the
DIP Financing Motion.

(1) Creditors Committee

The Creditors Committee says the Debtors seek to provide the DIP
Lenders with more protection than they are entitled to, to the
detriment of the Debtors' estates and their unsecured creditors,
and in contravention of provisions of the Bankruptcy Code and
principles of equity.

The Creditors Committee acknowledges the Debtors' need for
postpetition financing and supports approval of the loan provided
that the proposed Final DIP Order or DIP Credit Agreement, as
applicable, contain these modifications:

   (a) The Final DIP Order should make clear that neither the DIP
       Lenders' liens and claims nor the adequate protection
       liens or superpriority claims can be satisfied from
       Avoidance Actions or their proceeds.

   (b) The requirement for the Debtors to waive their right to
       seek to surcharge, pursuant to Section 506 of the
       Bankruptcy Code, must be stricken or altered to confer the
       authority on the Creditors Committee.

   (c) The Creditors Committee should be allowed to investigate
       and, if necessary, pursue causes of action utilizing
       proceeds of the DIP Facilities, including the Carve-Out,
       for bad acts like fraud, willful misconduct or gross
       negligence by the Secured DIP Creditors and the Agents,
       with respect to the Debtors.

   (d) Parties-in-interest, including, but not limited to, the
       Creditors Committee, should be permitted to raise any
       issues, which may serve to maximize estate assets, and the
       Court should be the arbiter of all facts relevant to the
       circumstances giving rise to a hearing.

   (e) To the extent the Debtors seek to make any "material"
       amendments to the DIP Credit Agreement or the DIP Loan
       Documents, the Debtors should be required to obtain the
       prior written consent of the Creditors Committee or, in
       the absence of a consent, approval by the Court.  For any
       other "immaterial" amendments, the Debtors and the DIP
       Lenders should be required to provide counsel to the
       Creditors Committee with two business days' advance
       written notice of the modifications or amendments.

   (f) The DIP Agents and the Arrangers should be required to
       submit monthly invoices for all fees and expenses of their
       professionals and that the Final DIP Order provide a
       mechanism for appropriate review of those fees and
       expenses by the Debtors and the Creditors Committee and,
       following an attempt by the parties to resolve any
       disagreements regarding the reasonableness of those fees,
       the Court.

The Creditors Committee also wants additional modifications,
including:

   * modification of the definitions of "Borrowing Base
     Availability" and "DIP Borrowing Base" so that certain
     "Reserves" are only deducted once in the calculation of the
     Borrowing Base Availability;

   * modification of provisions in the DIP Credit Agreement
     related to Employee Retirement Security Act Events so that
     those events will no longer constitute Events of Default;

   * elimination of the Administrative Agent's unilateral ability
     to determine whether an order is material for purposes of
     determining an Event of Default;

   * clarification that the filing by the Debtors of a motion or
     any pleadings seeking authority to pay off the DIP Financing
     will not be an Event of Default; and

   * limitation of the Debtors' ability to implement any hedging
     programs or enter into Hedge Agreements without advance
     input and approval from the Creditors Committee.

(2) Royal Bank of Canada

RBC, which is owed $735,000,000 as of Jan. 11, 2008, pursuant to a
prepetition revolving credit facility provided to the Debtors,
relates that it has worked closely with the Debtors and the other
principal constituencies to negotiate a Proposed Final Order that
would be acceptable to all parties.  Richard A. Levy, Esq., at
Latham & Watkins LLP, in Chicago, Illinois, said that those
negotiations are ongoing and will likely continue until just
before the March 6 hearing.  Mr. Levy explained a number of RBC's
substantive issues remain unresolved, including:

   (a) The Debtors' rights to amend the DIP Facility Agreement
       without Court approval should be limited to "immaterial"
       amendments;

   (b) RBC should receive copies of all invoices of the DIP
       Agent's and Arranger's professionals, and have an
       opportunity to object to the allowance and payment of any
       of those fees as unreasonable;

   (c) The Proposed Final DIP Order should explicitly preserve
       RBC's rights to seek Court authority for the segregation
       or payment of some or all of the proceeds of the
       collateral to the Prepetition RBC Secured Lenders without
       regard to the provisions or limitations of the DIP Credit
       Agreement;

   (d) The Proposed Final Order should require the Debtors to
       deliver information to RBC to monitor their Prepetition
       Collateral and any use or their diminution;

   (e) The Proposed Final Order should provide protections as
       necessary to ensure that the Debtors honor and maintain
       the integrity of each Debtor's estate, including:

          -- requiring the tracking of and accounting for each
             Debtor's borrowings under the DIP Credit Facility
             and all postpetition intercompany transactions
             between and among the Debtors and between the
             Debtors and their non-debtor affiliates;

          -- providing for liens and superpriority claims for
             intercompany lenders, as appropriate; and

          -- restricting intercompany transfers from Debtors to
             non-debtor affiliates, as appropriate; and

   (f) The Creditors Committee's right to assert certain claims
       and objections on behalf of the Debtors should be limited
       to apply only to claims made on behalf of U.S. Debtors.

Societe Generale(Canada), as lender under the prepetition SocGen
Facility, joins in RBC's objections to the DIP Financing Motion.
SocGen is owed $155,000,000, as of the bankruptcy filing, under
its equipment financing agreement with the Debtors.

(3) Ad Hoc Noteholders Committee

The Ad Hoc Committee -- comprising of holders of more than
$1,000,000,000 of approximately $1,400,000,000 of unsecured notes
issued by the Debtors -- tells the Court that it has not received
from the Debtors information about some of the basic economic
terms of the proposed DIP facility, without which the Committee
cannot assess whether the proposed financing is fair or
reasonable.

The Ad Hoc Committee points out that the proposed DIP Credit
Agreement contained "overreaching" terms that go beyond what is
fair, reasonable, and appropriate under certain circumstances.  
It adds that many provisions constitute "extraordinary relief"
for which there is no justification, including:

   * Section 506(c) Waiver,
   * DIP Lenders' liens on Avoidance Actions and their proceeds,
   * DIP Amendments without Court approval and limited notice,
   * Limitations on challenges to prepetition obligations, and
   * the overly broad definition of "Change of Control."

           DIP Lenders Respond to Committee Objection

Credit Suisse, the Debtors' administrative agent to senior
secured superpriority DIP credit agreement, says two provisions
in the agreement -- (i) the grant of liens and superpriority
claims to secured DIP creditors on the proceeds of avoidance
actions and (ii) waiver by the Debtors of their rights under
Section 506(c) of the Bankruptcy Code -- are supported by
bankruptcy law and routinely approved in major Chapter 11 cases.

Credit Suisse argues that the Committee's objection fails to
properly distinguish between avoidance actions and the proceeds
of avoidance actions.  According to Andrew Tenzer, Esq., at
Shearman & Sterling LLP, in New York, the Committee's objection
rests on a mistaken premise that the proceeds of avoidance
actions are exclusively for the benefit of general unsecured
creditors in any circumstance rather than recovered for the whole
"estate", which includes unsecured creditors with superiority
claims, as set forth in Section 551 of the Bankruptcy Code.  

Mr. Tenzer relates that even without a lien on proceeds of
avoidance actions, the DIP Lenders still have the right to be
paid ahead of general unsecured creditors as a consequence of the
Superpriority Claim; a provision expressly entitled under Section
364(c)(1) of the Bankruptcy Code.

Mr. Tenzer also clarifies that the DIP Credit Facility is not a
"rollup", since the DIP Lenders are not prepetition lenders nor
the target of any potential avoidance action.  He says the the
DIP Lenders are new lenders who simply seek their entitlement to
first priority claims against the Debtors and first priority
liens on all unencumbered assets.  "This is not a case where
there is a risk that liens on the proceeds of avoidance actions
will insulate prepetition lenders from the consequences of the
avoidance of their liens and security interests," he adds.

Additionally, Mr Tenzer notes it is well-settled in the Southern
District of New York that a DIP lender may obtain a waiver of
surcharges under Section 506(c).  He avers the waivers are
necessary because the DIP Lenders are unwilling to lend in
circumstances where they cannot know the limit to the charges
that could be made against their collateral.  "To rule that a DIP
lender may not require a 506(c) waiver to provide financing would
cause a chilling effect on DIP lending," Mr. Tenzer concludes.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market          
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of        
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: NYSE to Delist Subordinate Voting Shares Thursday
-----------------------------------------------------------------
New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission of its intention to remove the entire class
of Subordinate Voting Shares of Quebecor World Inc., from listing
and registration on the Exchange at the opening of business on
March 13, 2008, pursuant to the provisions of Rule 12d2-2(b) of
the Securities Exchange Act of 1934.

NYSE LLC said, in its opinion, the Voting Shares are no longer
suitable for continued listing and trading on the New York Stock
Exchange.  The delisting, according to the notice, is being taken
in view of the company's Jan. 21, 2008 announcement that it,
together with certain of its subsidiaries, voluntarily filed for
creditor protection under the Companies' Creditors Arrangement
Act in Canada as well as in the United States under Chapter 11 of
the United States Bankruptcy Code.

NYSE Regulation also considered the 'abnormally low' trading
level of the subordinate voting shares, which closed in New York
at $0.32 on Jan. 18, 2008, with a resultant market capitalization
of $27,200,000.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market          
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of        
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Abandons $341 Mil. Sale of European Assets to RSDB
------------------------------------------------------------------
Quebecor World Inc., scrapped its plans to sell its European
assets to RSDB NV for $341,000,000, The Canadian Press reports.

The sale was halted following RDSB's stock holders' to decision
to reject the purchase.  The sale, announced in early November
2007, was endorsed by both RSDB's management and supervisory
boards but was still subject to approval by the Dutch company's
shareholders.

"Notwithstanding the outcome of [] vote by RSDB's shareholders,
Quebecor World continues to believe that the overall terms of the
transaction represented fair value for all affected stakeholders,"
Montreal-based Quebecor World said in a release, according to
Canadian Press.

"The company will continue to actively explore its strategic
options for its European operations, including consolidation
opportunities and other initiatives to enhance value."

Quebecor World is the largest independent commercial printer in
Europe with 17 facilities operating in Austria, Belgium, Finland,
France, Spain, Sweden, Switzerland and the United Kingdom.  For
the year ended December 31, 2006, 17% of Quebecor World's
revenues of $6,086,300,000 was derived from European Operations.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market          
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of        
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Wants Until June 4 to File Financial Schedules
--------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to grant
them another extension of their deadline to file schedules of
assets and liabilities, schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.  The Debtors seek to
extend their deadline to June 4, 2008.

The Debtors were due to submit their schedules on March 20, 2008.

Michael Canning, Esq., at Arnold & Porter LLP, in New York,
believes that an extension is necessary because of the volume of
material that must be compiled and reviewed by the Debtors'
limited staff and the Debtors' desire to compile and file
complete and accurate SAL's and SOFA's.  "Given the size and
complexity of their business operations, the number of creditors,
and the fact that certain prepetition invoices may still be in
process, the Debtors . . . have not yet finished compiling the
information required to complete the SAL's and SOFA's,"
Mr. Canning says.

The Court will convene a hearing on March 20, 2008, to consider
the Debtors' request.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market          
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of        
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


R&B CONSTRUCTION: Has Interim Nod to Sell 33 Residential Homes
--------------------------------------------------------------
R&B Construction Inc. and its debtor-affiliate Joy Built Homes
Inc. obtained interim authority from the U.S. Bankruptcy Court for
the Northern District of Georgia to sell 33 existing contracts of
residential home properties, free and clear of liens and other
interests in the properties.

The Debtors related that their principal business has been
identifying strategically located property which has potential
for development as a single-family residential subdivision in
various market areas in Georgia.  Through the use of acquisition
and development loans, R&B Construction acquires the undeveloped
property and proceeds with development of subdivision lots, and
related amenities.

After development of the subdivision lots, Debtor R&B obtains
construction loans to build houses on its developed lots.  Upon
completion of construction of houses, Debtor R&B proceeds with
marketing of the houses using a network of independent real estate
brokers in various counties.

Joy Built identifies strategically located single-family
residential subdivisions in various market areas in Georgia, and
purchases lots in those subdivisions.  Typically, Debtor Joy Built
obtains a construction loan for each such lot, and engages R&B to
construct a single-family house on the lot.  At the closing of the
sale of a house, Joy Built conveys title to the respective lot to
R&B via Quit Claim Deed, and Debtor R&B conveys title to the
entire house, including the land, to the end user consumer.

The Debtors related that they routinely do business with
approximately 39 banks which provide necessary construction loan
financing for the construction of single-family houses.  The total
indebtedness on completed single-family houses is approximately
$40,000,000.

The Debtors have 33 pending contracts, each denominated a "New
Construction Purchase and Sale Agreement", for the sale of
completed single-family houses in a total of 15 subdivisions.  At
closing, the purchaser under each of the Pending Sale Contracts
will pay the Debtors the purchase price.  In addition, the Debtors
chose Georgia law firm of Morris, Hardwick Schneider, LLC as
special counsel for the Debtors to close future sales of Debtor
R&B's single-family residential houses.

The Debtors are expected to seek the consent of the 19 banks that
hold liens against a property subject to the pending sale
contracts, that the property may be sold free and clear of such
lien, with provision that such liens attach to the proceeds of
sale.

The Debtors told the Court that the anticipated sales are
necessary to enable them to continue operating its business as a
debtor-in-possession and to enable them to reorganize under
Chapter 11.  The sales are in the best interest of the Debtors,
its estates, and their creditors, the Debtors assured the Court.

                      About R&B Construction

Based in Jonesboro, Georgia, R&B Construction Inc. is a
homebuilder in Metro Atlanta, Alabama, and North West Florida.  
The Debtor and a debtor-affiliate, Joy Built Homes Inc.,  filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga. Lead
Case No. 08-62023).  James L. Paul, Esq., at Chamberlain,
Hrdlicka, White, Williams & Martin, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and
debts between $100 million and $500 million.


R&B CONSTRUCTION: Wants to Tap Morris Hardwick as Special Counsel
-----------------------------------------------------------------
R&B Consturction Inc. and Joy Built Homes Inc. ask the United
States Bankruptcy Court for the Northern District of Georgia for
authority to employ Morris Hardwick Schneider LLC as their special
counsel.

The Debtors selected Morris Hardwick because of the firm's
knowledge and experience in the practice of real estate law.

Specifically, Morris Hardwick will:

  a) act as closing agent for debtors with respect to the Debtors'
     sales of their approximately 409 completed homes, their
     additional 55 homes under construction, disposition of some
     of their 1277 fully developed lots, and closing construction
     loans on some of their 1277 fully developed lots;

  b) research and examine real estate title records with respect
     to the Debtors' inventory of completed homes, homes under
     construction, and developed lots and other real estate
     assets;

  c) prepare all necessary closing documents with respect to sales
     of the Debtors' inventory of completed homes, homes under
     construction, and fully developed lots and closing     
     construction loans respecting the Debtors' fully developed
     lots;

  d) act as Title Agent for Landcastle Title LLC to issue title
     insurance policies with respect to sales of the Debtors'
     inventory of completed homes, homes under construction, and
     fully developed lots, as well as in connection with closing
     construction loans on the Debtors' developed lots.

  e) advise the Debtors regarding negotiations with and sales to
     purchasers of the approximately 409 completed homes, its
     additional 55 homes under construction, and disposition of
     the 1277 fully develoed lots; and

  f) perform all other services necessary for the proper
     representation of the Debtors with regard to sales of the     
     Debtors' inventory of completed homes, homes under
     construction, and fully developed lots, as well as
     construction loans on fully developed lots.

During the one-year period immediately preceding the Debtors'
bankruptcy filing, R&B has paid Morris Hardwick $285,617.50 in
pre-petition legal services and expenses and Joy Built has paid
Morris Hardwick $14,132.50 in pre-petition legal services and
expenses.

Debtors propose to continue in effect the prepetition arrangement
they had negotiated with Morris Hardwick for flat fees related to
real estate closing work, as follows:

  a) post-petition, Morris Hardwick will continue to bill R&B the
     agreed flat fee of $375.00 for the closing of a sale of a
     single-family house.  In addition to this attorney flat fee
     arrangement, and as a part of the flat fee, Morris Hardwick
     will charge the following fees associated with title
     examination and disbursement: $130.00 title examination,
     $150.00 document preparation, $20.00 release fee, $87.50
     courier/post closing and $30.00 wire fee.

  b) the agreed flat fee for the closing of a construction loan
     and handling the lot release related to the release of the
     lot from an acquisition and development loan is $50.00 per
     lot.  In addition to this attorney fee arrangement, and as   
     part of the flat fee, Morris Hardwick will charge the
     following fees associated with title examination and
     disbursement: $130.00 title examination, $20.00 release fee,
     $87.50 courier/post closing and $30.00 wire fee.

  c) In addition, the construction loan lenders request title
     insurance related to the construction loans closed by Morris
     Hardwick on behalf of the Debtors.  The cost of this title
     insurance is $1.00 per $1,000.  

  d) Further, in connection with the closing of a sale of single-
     family houses, the purchaser's permanent lender almost
     routinely requests mortgagee title insurance.  The cost of
     mortgagee title insurance for a permanent loan is $2.00 per
     $1,000.   

The Debtors and Morris Hardwich have agreed, subject to court
approval, to continue the prepetition practice of deducting
attorneys' fees and expenses and disbursements as set forth above
from the closing proceeds, at the time of closing.

During the pendency of this Chapter 11 case, Morris Hardwick will
not individually represent R&B's president Rollin Rockett IV or
R&B's vice president and Joy Built's president Brandon Robertson,
on any business owned by or affiliated with Brandon Robertson and
Rollin Rockett IV, in connection with any matters arising in or
related to this case.

Barton Watts, Esq., a partner at Morris Hardwick, assures the
Court that the firm does not represent any interest adverse to the
Debtors or the Debtors' estates.

                      About R&F Construction

Based in Jonesboro, Georgia, R&B Construction Inc. is a
homebuilder in Metro Atlanta, Alabama, and North West Florida.  
The Debtor and a debtor-affiliate, Joy Built Homes Inc.,  filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga. Lead
Case No. 08-62023).  James L. Paul, Esq., at Chamberlain,
Hrdlicka, White, Williams & Martin, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and
debts between $100 million and $500 million.


R&G FINANCIAL: Will Pay $39MM to Settle Investor Class Action
-------------------------------------------------------------
R&G Financial Corporation and other settling defendants will pay
plaintiffs an aggregate of $39 million, as part of an agreement
reached to settle all claims with the lead plaintiffs in a
shareholder class action originally filed in 2005.  

The terms of the settlement is subject to notice provided to the
class and final approval by the United States District Court for
the Southern District of New York.

The company also disclosed that it has reached an agreement in
principle to settle all claims in the shareholder derivative
litigation filed against the company in 2005.  The derivative
settlement is also subject to notice and approval from the United
States District Court for the Southern District of New York.

In connection with these settlements, the company agreed to
certain corporate governance enhancements which will, among other
things, impose additional director independence requirements.  As
part of the settlement, the company will pay approximately
$29 million and the company's insurers and certain individual
defendants will pay an aggregate of approximately $11 million.

"I am pleased with the settlement that we reached with the
plaintiffs," Rolando Rodriguez, president and chief executive
officer of the company, said.  "This is another significant step
in our efforts to fully address our pending legal and regulatory
matters."

The company had been in discussions, led by a mediator, with the
lead plaintiffs and the derivative plaintiffs regarding a
settlement.

                     About R&G Financial Corp.

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial     
holding company with operations in Puerto Rico and the
United States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker- dealer,
and R-G Insurance Corporation, its Puerto Rico insurance agency.  
At June 30, 2006, the company operated 37 bank branches in Puerto
Rico, 35 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 49
mortgage offices in Puerto Rico, including 37 facilities located
within R-G Premier Bank's banking branches.

                          *     *     *

R&G Financial Corporation continues to carry Fitch's 'CCC' long-
term issuer default rating which was assigned in September 2007.


REDDY ICE: DOJ's Antitrust Division Investigates Dallas Office
--------------------------------------------------------------
Reddy Ice Holdings Inc. disclosed the execution of a search
warrant at the company's Dallas corporate office on March 5, 2008.   
The execution of the search warrant was directed by the Antitrust
Division of the United States Department of Justice in connection
with an investigation of the packaged ice industry.  The company's
board of directors has formed a special committee of independent
directors to conduct an internal investigation.

The company will continue to serve its customers in its normal
business manner.

The company's priority mission is to provide superior service to
its customers, and it will continue to function in a normal
business manner.

                         About Reddy Ice

Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:FRZ)   
-- http://www.reddyice.com-- manufactures and distributes  
packaged ice in the United States, serving approximately 82,000
customer locations in 31 states and the District of Columbia under
the Reddy Ice brand name.  The company's principal product is ice
packaged in 7- to 50-pound bags, which it sells to a diversified
customer base, including supermarkets, mass merchants and
convenience stores.  During the year ended Dec. 31, 2006, it sold
approximately 1.9 million tons of ice.  In 2006, traditional ice
manufacturing and ice factory sales accounted for approximately
90% and 10% of the company's ice segment revenues, respectively.   
In September 2007, the company completed the divestiture of its
bottled water business and substantially all of its cold storage
business.


REDDY ICE: Investigation Prompts Moody's to Hold Rating Reviews
---------------------------------------------------------------
Moody's Investors Service intends to keep the credit ratings of
Reddy Ice Holdings, Inc. on review for possible downgrade after
the company's announcement that federal officials executed a
search warrant at its corporate office in Dallas on March 5, 2008.   
Reddy Ice stated that the execution of the search warrant was
directed by the Antitrust Division of the United States Department
of Justice in connection with an investigation of the packaged ice
industry.  The company's board of directors has formed a special
committee of independent directors to conduct an internal
investigation.

On July 3, 2007, Moody's placed the credit ratings of Reddy Ice on
review for possible downgrade following the company's announcement
that it entered into an agreement to be acquired by GSO Capital
Partners in a transaction valued at approximately $1.1 billion.   
The company announced the termination of the merger agreement on
Jan. 31, 2008.  Although the transaction was terminated, Moody's
announced on Feb. 1, 2008 that it will keep the credit ratings of
Reddy Ice on review for possible downgrade in light of weakening
credit metrics in 2007 and uncertainty as to future business
strategy and financial policies.  Moody's review will focus on the
company's business strategy, financial policies and the potential
impact from the government investigation on the company's business
operations and financial position.

Reddy Ice and its subsidiaries manufacture and distribute packaged
ice in the United States serving over 80,000 customer locations in
31 states and the District of Columbia.  Typical end markets
include supermarkets, mass merchants, and convenience stores.  The
company has a B1 Corporate Family Rating, which is on review for
possible downgrade.


REDDY ICE: S&P Ratings Unmoved by Probe on Dallas Office
--------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Reddy Ice Holdings Inc. and operating subsidiary Reddy Ice Corp.
(both B+/Stable/--) that the Antitrust Division of the U.S.
Department of Justice had executed a search warrant at the
company's corporate office in Dallas on March 5, 2008, in
connection with an investigation of the packaged ice industry,
will not immediately impact the ratings or outlook on Reddy Ice.

Standard & Poor's will continue to closely monitor developments of
the investigation and assess any potential impact on the company
when more details become available.


REMOTE DYNAMICS: Series A Convertible Notes Payment Extended
------------------------------------------------------------
Holders of $1,523,928 principal amount of Remote Dynamics Inc.'s  
series A senior secured convertible notes and original issue
discount series A notes have agreed to extend the principal
payment schedule and maturity date of the notes until Aug. 31,
2009.  As extended, payments under the notes will be due on a
monthly basis (subject to deferral at the holder's option) and may
be made in the form of shares of the company's common stock
eligible for resale pursuant to Rule 144 under the Securities Act
of 1933, as amended.

The company's series A Notes reached their maturity date and
became due and payable on Feb. 23, 2008.

On March 6, 2008, the Company plans to resume making payments to
certain of its note holders of amounts due under the series A
notes and its series B subordinated secured convertible notes and
original issue discount series B notes by issuing shares of the
company's common stock under the terms of the notes.  The initial
payment will be in the form of 7,417,406 shares of the company's
common stock in satisfaction of $162,561 of obligations due under
the notes.

                      About Remote Dynamics

Based in Plano, Texas, Remote Dynamics Inc. (OTC BB: REDI.OB) --
http://www.remotedynamics.com/-- markets, sells and supports a  
state-of-the-art asset tracking and fleet management solution that
contributes to higher customer revenues, enhanced operator
efficiency and improved cost control.  Combining the technologies
of the global positioning system (GPS) and wireless technologies,
the company's solution improves customers' operating efficiencies
through real-time status information, exception-based reporting,
and historical analysis.

                          *     *     *

As reported in the Troubled Company Reporter on Jan, 22, 2007,
KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
Remote Dynamics Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Aug. 31, 2006.  The auditing firm pointed to the company's
significant working capital deficit, recurring losses, and
negative flows from operating activities.


ROL MANUFACTURING: Chapter 15 Petition Summary
----------------------------------------------
Petitioner: Raymond Chabot, Inc.
            407, Boul. Sainte-Anne
            Beauport (Quebec) G1E 3L4
            Tel: (418) 522-3078
            Fax: (418) 666-2422
            http://www.canadatrustee.com/

Debtor: ROL Manufacturing (Canada) Ltd.
        875 Montee Saint Francois
        Laval Quebec H7C2S8

Case No.: 08-31022

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        ROL Holdings (Canada), Inc.                08-31024
        ROL Holdings USA, Inc.                     08-31025
        ROL Manufacturing of America, Inc.         08-31027
        Marwil, Inc.                               08-31029

Type of Business: The Debtors are manufacturers and distributors
                  of world-class custom and universal style
                  automobile components and other fabricated metal
                  goods, including engine and exhaust gaskets and
                  exhaust accessories, for both the original
                  equipment and aftermarket segments of the
                  automotive and light truck industries.

                  The Debtors, with the assistance of Raymond
                  Chabot, Inc. as Debtors' petitioner, commenced
                  joint proceedings under the Companies' Creditors
                  Arrangement Act, R.S.C. 1985, c. C-36 of Canada
                  before the Quebec Superior Court (Commercial
                  Division) (District of Montreal) on March 7,
                  2008.  Louis Gingras, the Debtors' Chief
                  Financial Officer, was named the Chief
                  Restructuring Officer at the same time.  
                  See http://www.rolmfg.com/

Chapter 15 Petition Date: March 7, 2008

Court: Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Petitioner's Counsel: Ronald E. Gold, Esq.
                         (rgold@fbtlaw.com)
                      Frost Brown Todd, LLC
                      2200 PNC Center
                      201 East Fifth Street
                      Cincinnati, OH 45202
                      Tel: (513) 651-6800
                      Fax: (513) 651-6981
                      http://www.fbtlaw.com/

Estimated Assets: $50 million to $100 million

Estimated Debts:   $10 million to $50 million


ROTECH HEALTHCARE: Dec. 31 Balance Sheet Upside-Down by $10.5 Mil.
------------------------------------------------------------------
Rotech Healthcare Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $546.8 million in total assets, $551.9 million in
total liabilities, and $5.3 million in Series A convertible
redeemable preferred stock, resulting in a $10.5 million total
stockholders' deficit.

The company reported a net loss of $46.1 million on net revenues
of $559.4 million for the year ended Dec. 31, 2007, compared with
a net loss of $534.1 million on net revenues of $498.8 million for
the year ended Dec. 31, 2006.

The increase in net revenue for the year ended Dec. 31, 2007, was
primarily attributable to: (i) 25% growth in the company's CPAP
product line; (ii) 3% growth in the company's net oxygen patient
census; and (iii) increased revenue from the transition of
patients formerly receiving compounded budesonide to commercially
available alternative products.

Due to an overall decline in the company's profitability which
resulted primarily from decreases in Medicare reimbursement rates,
including reductions for compounded budesonide, and the resulting
decline in the company's market capitalization, the company  
recorded non-cash goodwill impairment charges of $529.0 million
during the year ended Dec. 31, 2006.  The company did not record
any such impairment charges during the year ended Dec. 31, 2007.

In November 2007, the company reached an agreement on the material
financial terms to settle a qui tam complaint brought by one of
its former employees.  The parties are currently in the process of
documenting this settlement.  Accordingly, the company deemed a
settlement to be probable and recorded the estimated $3.5 million
settlement amount for the year ended Dec. 31, 2007.

Net interest expense for the year ended Dec. 31, 2007, increased
$10.4 million from the comparable period in 2006.  The increase is
primarily attributable to higher outstanding long-term debt
following the company's March 2007 refinancing, as well as a 221
basis point increase in the applicable LIBOR rate under the
company's new credit agreement.

As a result of the company's debt debt refinancing in March 2007,
the company incurred a $12.2 million loss on extinguishment of
debt.  The company recorded a $1.2 million loss on extinguishment
of debt during the year ended Dec. 31, 2006.

The company recorded a $4.7 million benefit for federal and state
income taxes for the year ended Dec. 31, 2007, for current period
losses that offset deferred tax liabilities previously recorded.
The company recorded a $38.8 million benefit for federal and state
income taxes for the year ended Dec. 31, 2006.

                        Credit Facilities

As of Dec. 31, 2007, the company had these credit facilities and
outstanding debt:

  a) $180.0 million senior secured term loan with a maturity date
     of Sept. 26, 2011.  As a payment-in-kind term loan facility,
     accrued interest is added to the principal amount on each
     interest payment date, provided that the company may, at its
     election, pay any such accrued interest in cash on such date.  
     The company has not elected to pay any such interest in cash
     since inception of the Senior Facility.  The outstanding
     principal amount outstanding as of Dec. 31, 2007, is  
     $192.4 million.

  b) $300.0 million aggregate principal amount of 9.5% senior
     subordinated notes.  The notes mature on April 1, 2012.  As
     of Dec. 31, 2007, the company we had a balance of
     $287.0 million outstanding.  Accrued interest on the senior
     subordinated notes totaled $6.8 million at Dec. 31, 2007.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$567.7 million in total assets, $558.3 million million in total
liabilities, $5.2 million in series A convertible redeemable
preferred stock, and $4.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?26e6

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

                          *     *     *

To date, Rotech Healthcare Inc. still carries Standard & Poor's
'B-' corporate credit rating assigned on March 29, 2007.  Outlook
is Negative.


RUBY TUESDAY: Limited Waiver Pact with Lenders Expires on April 18
------------------------------------------------------------------
Ruby Tuesday Inc. entered into Limited Waiver Agreements for its
Revolving Credit Agreement and Private Placement Notes.  The
company and its lenders will use the waiver period, which will
expire on April 18, 2008, to complete the work toward an amendment
of its coverage and leverage ratios in an effort to eliminate
future potential events of default.

The possible defaults requiring the waiver were disclosed at the
end of the company's second fiscal quarter.

"We met with our bank group and private placement holders last
week and believe we are well on the way to structuring a favorable
outcome regarding our debt covenants that will work for all
parties involved and be completed in advance of the expiration of
the waiver period," Sandy Beall, Founder and CEO, commented.  "We
remain committed to our plans which provide for more than
sufficient levels of cash flow available to service debt."  

"With the completion of our remodeling initiative, our
repositioning investments and expenditures, and the temporary
suspension of new restaurant openings, our focus is firmly on
sales and profits with all excess cash flow being used to reduce
debt levels," Ms. Beall added.  "This should allow us to
strengthen our financial position over the coming quarters and
then focus on our strategy of returning excess capital to
shareholders through dividends and share repurchases."

                        About Ruby Tuesday

Headquartered in Maryville, Tennessee, Ruby Tuesday Inc. (NYSE:RT)
-- http://www.rubytuesday.com/-- has company-owned and franchise  
Ruby Tuesday brand restaurants in 45 states, the District of
Columbia, Puerto Rico, Guam, and 12 foreign countries.  As of
Dec. 4, 2007, the company owned and operated 721 Ruby Tuesday
restaurants, while domestic and international franchisees,  
including Hawaii, operated 169 and 54 restaurants.  The company
was founded in 1972.


SOLOMON DWEK: 56 Residential Homes to Be Sold on April 2
--------------------------------------------------------
Charles A. Stanziale, Jr., as Chapter 11 Trustee of Solomon
Dwek and its debtor affiliates' cases, said that an auction will
be held on April 2, 2008, at 1:00 p.m., to sell the Debtors' 56
single family homes, condos and land located in Lakewood, New
Jersey.

Keen Consultants, the real estate division of KPMG Corporate
Finance LLC, has been retained as the Trustee's special real
estate consultant and has been assisting the Trustee with the
disposition of all of Mr. Dwek's real estate assets.  MSL
Management of Lakewood, New Jersy is being retained as the
Trustee's local representative in the auction sale.

"There has been a great deal of interest in the Dwek assets.  The
April 2nd auction gives buyers a great opportunity to purchase the
available properties through a simple, straightforward process and
on excellent terms.  All properties will be sold on the auction
date," said Craig Fox, Director, KPMG Corporate Finance LLC.

On March 2, 2007, Mr. Stanziale was appointed Chapter 11 Trustee
of the Debtors' bankruptcy and related cases by Kelly Beaudin
Stapleton, United States Trustee for Region 3.

As Chapter 11 Trustee has been overseeing the sale and disposition
of approximately 240 portfolio of real estate owned by Solomon
Dwek and related entities.  To date, approximately 59 properties
totaling $71,000,000 in gross proceeds have been sold.

For information regarding the sale of the Debtors' real estate
assets, Keen Consultants/KPMG Corporate can be reached at:

   Keen Consultants/KPMG Corporate Finance LLC
   Attn: Craig Fox
   1305 Walt Whitman Road, Suite 200
   Melville, NY 11747
   Tel: (631) 351-7800
   Fax: (631) 794-2464
   http://www.kpmg.com

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC represents the Official
Committee of Unsecured Creditors.


SAN JOAQUIN HILLS: S&P Holds 'BB-' Rating on Adequate Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
the San Joaquin Hills Transportation Corridor Agency (SJHTCA),
California's senior- and junior-lien toll road revenue bonds.  The
outlook is stable.
     
"The rating reflects adequate performance of the toll facility in
2007 and, more specifically, the near- to medium-term effects
associated with the successful conclusion in November 2005 of
negotiations between the SJHTCA's board and the board of the
Foothill/Eastern Transportation Corridor Agency, its sister
agency," said Standard & Poor's credit analyst Mary Ellen Wriedt.   
"Absent this agreement providing an infusion of cash, loan, or
grant, pledged revenues would have become insufficient to meet the
rate covenant in the near term.  The gap between actual
performance and projected performance is compounded by the future
escalating growth in debt service over the longer term and remains
a major rating concern."
     
The $1.8 billion in debt outstanding from the series 1997 bonds is
secured by a subordinate lien on net revenues of the SJHTCA,
including toll revenues and interest earnings.
     
The San Joaquin Hill Transportation Corridor is a 15-mile toll
road in southern Orange County that parallels Interstates 5 and
405 and connects Newport Beach and San Juan Capistrano.


SHARPER IMAGE: Files Motion for Order Against Cal. AG's Lawsuit
---------------------------------------------------------------
Sharper Image Corp. asks the Superior Court of California,
County of Alameda to make a determination that the attorney
general of the State of California have violated automatic stay  
by filing an Action alleging violation of a state statute.

On behalf of Edmund G. Brown, Jr., the attorney general of the
State of California, Margaret E. Reiter, the supervising deputy
attorney general of the State of California, initiated an action
against the Debtor on March 5, 2008.

The Action, brought before the Court alleges a violation of
California's gift certificate statute and seeks to require the
Debtor to honor pre-bankruptcy filing liabilities.

The Debtor had sought the Court's authority to honor its gift
certificates and merchandise certificates only to the extent that
a customer seeking to redeem the certificates purchases an item
that costs double the value of the Gift Certificate or Merchandise
Certificate.  The Attorney General opposes the modified
certificate program.

The Debtor believes that the Attorney General's position is
confusing, because participation is voluntary, as customers may
choose to (i) participate in the Modified Certificate Program,
(ii) retain their Gift Certificate or Merchandise Certificate for
potential redemption at a later date, or (iii) retain their Gift
Certificate or Merchandise Certificate and file a proof of claim
in the Chapter 11 case.

Furthermore, the Debtors note, the Modified Certificate Program
was established to satisfy the Debtor's participating customers
while not impairing the rights of customers who do not wish to
participate.

Proposed counsel for the Debtor, Steven K. Kortanek, Esq., at
Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
asserts that the Action filed against the Debtor is in direct
violation of the automatic stay.

"While Ms. Reiter and the Attorney General argue that the Action
falls within the purview of the police or regulatory power
exception to the automatic stay, section 362(b)(4) of the
Bankruptcy Code, the Action is nothing more than an effort to
enforce and compel payment of prepetition claims against Sharper
Image," Mr. Kortanek says.

Accordingly, the Debtor asks the Court to make a determination
that Ms. Reiter and the Attorney General have violated the
automatic stay.  In addition, the Debtor asks that the
commencement of the Action and all other actions taken by Ms.
Reiter and the Attorney General in violation of the automatic
stay be deemed null and void ab initio.

Mr. Kortanek further notes that the Debtor does not seek to
sanction or hold Ms. Reiter or the Attorney General in contempt
for their stay violation.

                     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. 6, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SOLUTIA INC: Signs Three Credit Deals with Syndicate of Banks
-------------------------------------------------------------
On the effective date of their fifth amended joint plan of
reorganization, Solutia Inc. and its subsidiaries entered into
three credit agreements with a syndicate of banks and other
financial institutions led by Citigroup Global Markets Inc.,
Goldman Sachs Credit Partners LP, and Deutsche Bank Securities
Inc.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Rosemary L. Klein, Solutia's senior vice president,
general counsel and secretary, relates that the exit lenders have
agreed to provide these facilities:

   (a) Credit Agreement (Term Loan), dated as of February 28,
       2008, by and among Solutia Inc., the lender parties
       thereto, Citibank, N.A., as Administrative Agent and
       Collateral Agent, Goldman Sachs Credit Partners L.P., as
       Syndication Agent, Deutsche Bank AG New York Branch, as
       Documentation Agent, and Citigroup Global Markets Inc.,
       Goldman Sachs Credit Partners L.P. and Deutsche Bank
       Securities Inc., as Joint Lead Arrangers and as Joint
       Bookrunners.  The Term Loan Facility is a senior secured
       term loan facility in an aggregate principal amount of
       $1,200,000,000 with a maturity of six years; and

   (b) Credit Agreement (Asset Based Revolving Credit Facility),
       dated as of Feb. 28, 2008, by and among Solutia Inc.,
       Solutia Europe SA/NV and Flexsys SA/NV, the lender
       parties thereto, Citibank, N.A., as Administrative Agent
       and Collateral Agent, Citibank International PLC, as
       European Collateral Agent, Deutsche Bank AG New York
       Branch, as Syndication Agent, Goldman Sachs Credit
       Partners L.P., as Documentation Agent, and Citigroup        
       Global Markets Inc., Goldman Sachs Credit Partners L.P.
       and Deutsche Bank Securities Inc., as Joint Lead
       Arrangers and as Joint Bookrunners.  The ABL Facility is
       a senior secured asset-based revolving credit facility in
       the aggregate principal amount of $450,000,000 with a
       maturity of five years, which includes borrowing capacity
       available for letters of credit in the aggregate principal
       amount of $175,000,000, and for borrowings on same-day
       notice, referred to as swingline loans in the aggregate
       principal amount of $50,000,000.

   (c) Credit Agreement (Bridge Facility), dated as of
       Feb. 28, 2008, by and among Solutia Inc., the lender
       parties thereto, Citibank, N.A., as Administrative Agent,
       Goldman Sachs Credit Partners L.P., as Syndication Agent,
       Deutsche Bank AG New York Branch, as Documentation Agent,
       and Citigroup Global Markets Inc., Goldman Sachs Credit
       Partners L.P. and Deutsche Bank Securities Inc., as Joint
       Lead Arrangers and as Joint Bookrunners.  The Bridge Loan
       Facility is a bridge loan facility in an aggregate
       principal amount of $400,000,000, and will have an initial
       maturity date of Feb. 28, 2009, provided it may be
       extended by six years if certain conditions are complied.

Loans made under the Term Loan Facility and the Bridge Facility
will be denominated in United States Dollars only.  Loans made
under the ABL Facility may be denominated in United States
Dollars, Euros or Sterling.

Solutia will be required to pay interest on outstanding principal
under the credit facilities:

    -- The interest rates per annum applicable to loans
       denominated in United States Dollars, other than
       swingline loans, under the ABL and Term Loan Facilities  
       will be, at Solutia's option, equal to either an alternate
       base rate or an adjusted Eurocurrency rate for a one-,
       two-, three- or six-month interest period, in each case,
       plus an applicable margin.

    -- The interest rate per annum applicable to loans
       denominated in Euros or Sterling, other than swingline
       loans, under the ABL and Term Loan Facilities will be
       equal to an adjusted Eurocurrency rate for a one-, two-,
       three- or six-month interest period, plus an applicable
       margin.

    -- The interest rates per annum applicable to swingline loans
       denominated in United States Dollars under the ABL
       Facility will be an alternate base rate plus an applicable
       margin.  The interest rates per annum applicable to
       swingline loans denominated in Euros or Sterling under the
       ABL Facility will be an adjusted Eurocurrency rate plus an
       applicable margin.

    -- The interest rate per annum applicable to loans under the
       Bridge Facility is 15.50%; provided, however, that (A) for
       the period commencing on the Effective Date and ending on
       the day immediately preceding the first anniversary of the
       Effective Date, no more than 3.50% per annum may be paid
       in the form of payment-in-kind interest, (B) for the
       period commencing on the first anniversary of the
       Effective Date and ending on the day immediately preceding
       the second anniversary of the Effective Date, no more than
       2.50% per annum may be paid in the form of payment-in-kind
       interest and (C) commencing on the second anniversary of
       the Effective Date and there after, no more than 1.50% per
       annum may be paid in the form of payment-in-kind interest.

In addition to paying interest on outstanding principal, Solutia
is required to pay letter of credit fronting fees and other
customary letter of credit fees to the letter of credit issuers
and a commitment fee to the lenders under the ABL Facility in
respect of un-utilized commitments.

Solutia is also required to prepay the outstanding amount of the
Term Loan Facility, subject to certain exceptions.

The Term Loan Facility will amortize each year in an amount equal
to 1% per annum in equal quarterly installments for the first
five years and nine months, with the remaining amount payable on
the date that is six years from the date of the closing of the
Senior Secured Facilities.

Principal amounts outstanding under the ABL Facility will be due
and payable in full at maturity, five years from the date of the
closing of the ABL Facility.

Principal amounts outstanding under the Bridge Facility will be
due and payable in full on the initial maturity date, one year
from the date of the closing of the Bridge Facility, provided
that unless certain events of default exist under the Bridge
Facility, principal amounts outstanding will be automatically
extended to be payable on seventh anniversary of the closing date
of the Bridge Facility.

A full text copy of the Term-Loan Agreement is available for free
at: http://ResearchArchives.com/t/s?28eb

A full-text of the ABL Facility Agreement is available for free
at: http://ResearchArchives.com/t/s?28ec

A full-text copy of the Bridge Loan Agreement is available for
free at: http://ResearchArchives.com/t/s?28ed

Solutia Inc. and its debtor-affiliates have emerged from Chapter
11 reorganization, pursuant to an agreement with their lenders who
will provide exit financing to the Debtors.

             Exit Financing and Bankruptcy Emergence

As reported in the Troubled Company Reporter on Feb. 29, 2008,
that the Debtors have emerged from Chapter 11 reorganization,
pursuant to an agreement with their lenders who will provide them
with exit financing.

The TCR related on Feb. 26, 2008, that the Debtors  reached an
agreement with Citigroup Global Markets Inc., Goldman Sachs Credit
Partners L.P., and Deutsche Bank Securities Inc. to fund Solutia's
exit financing package and scheduled a closing date on Feb. 28,
2008.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SPRINT NEXTEL: Posts $29.4 Bil. Net Loss for 2007 Fourth Quarter
----------------------------------------------------------------
Sprint Nextel Corp. reported $29.4 billion net loss for the 2007
fourth quarter ended Dec. 31 from $261.0 million net income for
the 2006 fourth quarter.  For the full fiscal year ended Dec. 31,
2007, the company incurred $29.5 billion net loss compared to  
$1.3 billion net income of fiscal 2006.

Consolidated net operating revenues in the quarter were
$9.8 billion, compared to $10.4 billion in the fourth quarter of
2006.  Full-year 2007 revenues were $40.1 billion versus
$41.0 billion in 2006.  In the quarter, the company recorded a
non-cash goodwill impairment charge of $29.7 billion.

As previously reported, wireless subscribers declined 108,000 in
the fourth quarter, due to gains in wholesale and boost unlimited
subscribers offset by decreases in iDEN post-paid and traditional
boost pre-paid users.  For the quarter, post-paid churn was 2.3%,
matching the third quarter of 2007 and the fourth quarter of 2006.   
Wireless post-paid ARPU in the quarter was a little more than $58,
a 1% sequential decline and a 4% decrease compared to the fourth
quarter of 2006.  ARPU continues to be pressured by lower voice
contributions, partially offset by growth in data services.

"The fourth quarter financial results reflect the challenges
facing our Wireless business," Dan Hesse, Sprint Nextel chief
executive officer, said.  "We are making significant changes
across the organization in an effort to improve execution,
stabilize our customer base and deliver on the opportunity
provided by our assets.

"Given current deteriorating business conditions, which are more
difficult than what I had expected to encounter, these changes
will take time to produce improved operating performance, and our
near-term subscriber and financial results will continue to be
pressured," Mr. Hesse added.  "Additionally, in light of current
capital market conditions, we are taking steps to increase our
financial flexibility and mitigate refinancing risk by borrowing
funds from a revolving credit facility and discontinuing declaring
a dividend for the foreseeable future.

"Internally, we have rolled out a unified company culture focused
on accountability and on providing a superior customer
experience," Mr. Hesse continued.  "We plan to share some of our
initiatives for improving the customer experience and operations
next quarter."

"Strategic assessments and changes may take longer to complete,"
Mr. Hesse concluded.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $64.1 billion, total liabilities of $42.1 billion and a total
shareholders' equity of $21.9 billion.

                       About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a   
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *
        
As reported in the Troubled Company Reporter on Feb. 29, 2008,  
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit rating and all other ratings on Sprint Nextel Corp. on
CreditWatch with negative implications following the company's
announcement that it expects to report EBITDA of $1.8 billion to
$1.9 billion in the first quarter of 2008 because of post-paid
subscriber losses, which are expected to be around 1.2 million and
are unlikely to improve in the second quarter.


STILLWATER MINING: Prices Offering of $165 Mil. 2028 Senior Notes
-----------------------------------------------------------------
Stillwater Mining Company priced an offering of $165 million
aggregate principal amount of its 1.875% convertible senior notes
due 2028.

Stillwater Mining has granted the initial purchaser an option to
purchase up to an additional $16.5 million aggregate principal
amount of such notes.  Stillwater Mining intends to use the
proceeds from the offering to repay indebtedness under its
outstanding credit facility and for general corporate purposes.

If certain conditions are met, the notes will be convertible into
shares of Stillwater Mining common stock.  The notes will pay
interest semiannually at a rate of 1.875% per annum.  The notes
will be convertible at an initial conversion price of $23.51 per
share, which is equal to a conversion rate of approximately
42.5 shares of common stock per $1,000 principal amount of notes.

In connection with the offering, MMC Norilsk Nickel agreed that it
and its subsidiaries will purchase $80 million principal amount of
the $165 million aggregate principal amount.

The notes being offered in the private placement are being offered
only to qualified institutional buyers, as defined in Rule 144A
under the Securities Act of 1933, as amended.  The notes have not
been registered under the Securities Act or any other state
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state securities law.

On March 6, 2008, the company commenced a private placement of up
to $165 million aggregate principal amount of convertible senior
notes due 2028.

                     About Stillwater Mining

Headquartered in Billings, Montana, Stillwater Mining Company
(NYSE: SWC) -- http://www.stillwatermining.com/-- is engaged in  
the development, extraction, processing, refining and marketing of
palladium, platinum and associated metalsfrom a geological
formation in south central Montana known as the J-M Reef and from
the recycling of spent catalytic converters.  Associated by-
product metals at the company's operations include significant
amounts of nickel and copper and minor amounts of gold, silver and
rhodium.  The J-M Reef is a mineralized zone containing PGMs,
which has been traced over a strike length of approximately
28 miles.  The company conducts mining operations at the
Stillwater Mine near Nye, Montana and at the East Boulder Mine
near Big Timber, Montana.  Both mines are located on the J-M Reef.   
It operates concentrating plants at each mining operation to
upgrade mined production to a concentrate form.


STILLWATER MINING: S&P Reviews B2 Ratings on $165MM Note Offering
-----------------------------------------------------------------
Moody's placed Stillwater Mining Company's B2 corporate family
rating and B2 probability of default rating under review for
possible downgrade.  In addition, S&P has placed SWC's B2 (LGD 3;
44%) senior secured term loan facility rating, B2 (LGD 3; 44%)
senior secured revolving credit facility rating, and Caa1 (LGD 6;
93%) senior unsecured rating under review for possible downgrade.     
The final capital structure could determine any individual
notching.

The action follows the company's announcement that it will be
offering a private placement of $165 million of convertible senior
notes (with the potential for a 10% over-allotment).  Proceeds
from the notes will likely be used to refinance SWC's existing
$98.3 million term loan and to provide cash collateral for bonding
currently secured by letters of credit drawn under the existing
$40 million revolving credit facility.  The existing term loan and
revolving credit facilities are expected to be terminated in
conjunction with this offering, and the debt capital structure
would likely initially consist entirely of unsecured debt.

The review stems from concerns regarding the company's higher
overall pro-forma leverage given ongoing operational and
production challenges, and Moody's concern regarding SWC's
liquidity given the elimination of the revolver.  Post the
convertible senior notes offering, SWC will have at least
$65 million of additional funded debt and higher overall leverage
than was contemplated when the ratings were downgraded in December
of 2007.  At the time of the downgrade, Moody's had commented that
the addition of a significant amount of debt could trigger a
negative rating action.

While the company will have a sizeable cash balance of
approximately $128 million, up to $40 million of cash may
eventually be restricted to serve as collateral for the letters of
credit.  Moody's is also concerned by the absence of a backup
liquidity facility.  SWC is currently benefiting from high prices
for palladium and the roll-off of certain underwater hedges, but
given the volatility in palladium prices and the company's high
cost structure, SWC could find itself in a precarious position
should palladium prices decline.

In resolving the review, Moody's will assess the company's new
leverage profile in the context of its ongoing operational and
production challenges and assess SWC's immediate liquidity needs
and any plans for an alternative source of liquidity.

If the senior secured facilities are terminated as expected,
Moody's will withdraw those ratings.  Moody's is not currently
rating the new convertible senior notes.

Stillwater Mining Company is headquartered in Columbus, Montana.   
The company is the only US producer of palladium and platinum and
the only significant producer of platinum group metals outside of
South Africa and Russia.


STILLWATER MINING: S&P Rates $165 Mil. Senior Notes 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' debt rating
to the 1.875% $165 million senior convertible notes due March 15,
2028, of Stillwater Mining Co. (B+/Stable/--).  These notes are
expected to be sold pursuant to Rule 144a of the Securities Act of
1934.  S&P also raised the rating on the senior unsecured debt to
'B+' from 'B-'.
     
Proceeds from the proposed notes will be used to repay and
eliminate outstanding indebtedness under the company's existing
credit facility and for general corporate purposes.
     
Stillwater had about $137.5 million of debt, adjusted for
operating leases and asset-retirement obligations outstanding, at
Dec. 31, 2007.
     
The ratings on Billings, Montana-based palladium and platinum
producer Stillwater Mining Co. reflect its very limited operating
diversity, high cost profile, and exposure to volatile metal
prices.  The ratings also reflect favorable supply contracts, good
credit measures for the rating, and moderate financial leverage.

Stillwater has limited operating diversity, as the majority of its
production comes from two underground mines, leaving it vulnerable
to production disruptions and other unforeseen operating events.
Underground mining is inherently risky, and the company has a
history of missing stated production targets.  Indeed,
Stillwater's 2007 total production of 537,500 ounces was about 15%
lower than expected because of labor issues, including a seven-day
strike in July 2007.

                         Ratings List

                     Stillwater Mining Co.

    Corporate Credit Rating               B+/Stable/--


                         New Rating

    $165 mil. 1.875% sr convertible nts
     due March 15, 2028                   B+

                        Rating Raised

                                         To             From
                                         --             ----
    Sr unscrd debt                       B+             B-


STRADA 315: U.S. Trustee Appoints Five-Member Creditors Panel
-------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors in Strada 315 LLC's Chapter 11 case.

The Creditors Committee members are:

     a) Associated Steel & Aluminum
        Attn: Timothy B. Mather, President
        1925 NW 15th Street
        Pompany Beach, FL 33069
        Tel: (954) 868-0383
        Fax: (954) 969-0207
        email: tim@asafl.com
               tbmather@hotmail.com

     b) Y & T Plumbing Corp.
        Attn: Lisette M. Garrido, Officer
        13170 SW 134th Street
        Miami, FL 33186
        Tel: (305) 255-8919
        Fax: (305) 255-8838
        email: lisette@ytplumbing.com

     c) Ready Window Sales & Service Corp.
        Attn: Ricardo E. Suarez, President
        745 W 18th Streeet
        Hialeah, FL 33010
        Tel: (305) 269=3999
        Fax: (305) 269-5114
        email: ricks@readywindow.com

     d) Krieger Kitchens
        Attn: Kenneth Forrest, CFO
        11400 NW 36th Avenue
        Miami, FL 33167
        Tel: (305) 821-5700
        Fax: (305) 507-1414
        email: kforrest@ampco.com

     e) Vila & Sons Landscaping Corp.
        Attn: Angela Baxter, AR Manager
        20451 SW 216 Street
        Miami, FL 33170
        Tel: (305) 255-9206
        Fax: (305) 255-9207
        email: abaxter@vila-n-son.com
               marvin@vila-n-son.com

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                        About Strada 315

Strada 315 LLC is affiliated with Delray Beach's Southpoint Realty
Development.  It owns and manages luxury condominiums.  The Debtor
filed for chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla.
Case No. 08-11574).  Scott A Underwood, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts between $10 million and $50 million.  Its three major
unsecured creditors are Associated Steel & Aluminium, Coleman
Floor Co., and Y.&T. Plumbing Corp., with claims of less than
$1 million each.


STRADA 315: Asks Court Nod to Sell Condominium Units Free of Liens
------------------------------------------------------------------
Strada 315 LLC asks the United States Bankruptcy Court for the
Southern District of Florida for authority to:

  a) assume pre-petition contracts for the sale of condominium
     units;

  b) sell condominium units free and clear of liens, encumbrances,
     claims and other interests;

  c) to use the proceeds for the limited purpose of satisfying
     mechanics liens; and

  d) establish procedures for the resolution and payment of
     mechanic lien claims.

The Debtor tells the Court that of the remaining 69 unsold
condominium units in its property development known as Strada 315
located at 315 N.E. 3rd Avenue, Fort Lauderdale, Florida, the
debtor has 50 sale contacts, a significant amount of which is
expected to close in the next two months.

The Debtor adds that in particular 6 buyers have agreed to proceed
with the closing of their pre-petition sale contracts, which sale
is expected to result in proceeds of approximately $2,750,000
before costs, fees, and commissions.  The expected proceeds are
sufficient to satisfy nearly all of the claims of the Mechanics
Liens Claimants.

        Sale of Condominium Units and Payment of Mechanics
        Lien Claims is in the Best Interest of the Estate

The Debtor believes that the consummation of the sale of the 6
properties is in the best interest of the estate, as the
disposition of all of the condominium units is expected to satisfy
the claims of secured creditors, administrative expenses and
unsecured creditors.

The Debtor tells the Court that payment of the mechanics lien
claims is appropriate in light of the fundamental need of the
Debtor to sell homes free and clear of liens, and is in the best
interest of the estate.

          Justification for Approval of Lien Procedures

Approval of the lien procedures, which provides a mechanism for
the Debtor to pay certain fully secured pre-petition obligations,
will provide the mechanics lien claimants with no more than that
they otherwise would be entitled to under a plan and will save the
Debtor the interest costs that otherwise might accrue on certain
mechanics lien claims during these Chapter 11 proceedings.

Moreover, the proposed lien procedures provide a mechanism for
addressing the various legal rights of all interested parties, and
provide a mechanism for addressing the various legal rights of all  
interested parties, and provide for a negotiation period to avoid
burdening the Court with disputed issues unless circumstances
dictate otherwise.  In addition, the mechanics lien claimants are
provided with a replacement lien in the proceeds of the affected
sale, pursuant to the proposed lien procedures.

            Regions Bank will be Adequately Protected

The Debtor further adds that the claim of Regions Bank, its  
primary financing and sole secured creditor, will remain  
adequately protected by the value of the unsold units and the
availability of other funds to satisfy its claims.  

                        About Strada 315

Strada 315 LLC is affiliated with Delray Beach's Southpoint Realty
Development.  It owns and manages luxury condominiums.  The Debtor
filed for chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla.
Case No. 08-11574).  Scott A Underwood, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts between $10 million and $50 million.  Its three major
unsecured creditors are Associated Steel & Aluminium, Coleman
Floor Co., and Y.&T. Plumbing Corp., with claims of less than
$1 million each.


SUMMIT GLOBAL: Wants Court to Fix Claims Bar Date on June 9
-----------------------------------------------------------
Summit Global Logistics Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey to set
June 9, 2008, at 5:00 p.m., as the deadline for Summit Global's
creditors to file proofs of claim against the Debtors.

In addition, the Debtors ask the Court to fix July 28, 2008 as the
deadline for all governmental units holding claims against the
Debtors to file proofs of claim.

                       About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.

The company and its 17 affiliates filed for Chapter 11 protection
on January 30, 2008 (Bankr. N.J. Case No. 08-11566).  Kenneth
Rosen, Esq., at Lowenstein Sandler, P.C., represents the Debtors
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between $50
million and $100 million and debts between $100 million and $500
million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUMMIT GLOBAL: Examiner Can Hire Okin Hollander as Counsel
----------------------------------------------------------
Perry M. Mandarino, the examiner appointed in Summit Global
Logistics Inc. and its debtor-affiliates' Chapter 11 cases,
obtained authority from the U.S. Bankruptcy Court for the District
of New Jersey to appoint Okin Hollander & DeLuca LLP as his
counsel, nunc pro tunc to Feb. 20, 2008.

Okin Hollander is expected to:

   a) provide legal advice with respect to the examiner's
      powers and duties

   b) assist in the Examiner in his execution of his
      responsibilities;

   c) prepare, on behalf of the examiner, any necessary
      applications, motions, answers, order, reports, and other
      legal papers related to his execution and fulfillment of his
      responsibilities;

   d) propound and respond to discovery requests and conduct
      and attend depositions on behalf of the examiner in
      connection with the execution and fulfillment of his
      responsibilities;

   e) appear in Court and to protect the interests of the
      examiner before the Court in connection with his
      responsibilities; and

   f) perform all other legal services for the examiner which may
      be necessary and proper in furtherance of the foregoing
      duties.

Paul S. Hollander, Esq., a member of Okin Hollander, told the
Court that the firm's professionals bill:

      Designation                    Hourly Rate
      -----------                    -----------
      Paul S. Hollander, Esq.           $530
      James J. DeLuca, Esq.             $500
      Gregory S. Kinoian, Esq.          $370

Mr. Hollander assured the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Hollander can be contacted at:

      Paul S. Hollander, Esq.
      Okin, Hollander & DeLuca, LLP
      Parker Plaza, 400 Kelby Street
      Fort Lee, New Jersey 07024
      Tele: (201) 947-7500
      Fax: (201) 947-2663
      http://www.ohdesqs.com/

                       About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.

The Company and its 17 affiliates filed for Chapter 11 protection
on January 30, 2008 (Bankr. N.J. Case No. 08-11566).  Kenneth
Rosen, Esq., at Lowenstein Sandler, P.C., represents the Debtors
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between $50
million and $100 million and debts between $100 million and $500
million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUMMIT GLOBAL: Examiner Can Hire Traxi LLC as Financial Advisors
----------------------------------------------------------------
Perry M. Mandarino, the examiner appointed in Summit Global
Logistics Inc. and its debtor-affiliates' Chapter 11 cases,
obtained authority from the U.S. Bankruptcy Court for the District
of New Jersey to appoint Traxi LLC as his financial advisor, nunc
pro tunc to Feb. 20, 2008.

Traxi LLC is expected to:

   a) determine whether the process regarding the sale of
      substantially all of the Debtors' assets was conducted in a
      fair and open manner intended to maximize the value received
      for the Debtors' assets;

   b) attendance at meetings including the Debtors, creditors,
      their attorneys and consultants, Federal and state
      authorities, if required;

   c) participate in discovery requests as required;

   d) assist in preparation of the report of the Examiner;

   e) provide expert testimony on the results of our findings; and

   f) Other services related to the examination as requested.

Mr. Mandarino, also a unit holder and senior managing director at
Traxi LLC, told the Court that the firm's professionals bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners                      $400 - $550
      Managers/Directors            $275 - $400
      Associates/Analysts           $125 - $275

Mr. Mandarino assured the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                       About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.

The company and its 17 affiliates filed for Chapter 11 protection
on January 30, 2008 (Bankr. N.J. Case No. 08-11566).  Kenneth
Rosen, Esq., at Lowenstein Sandler, P.C., represents the Debtors
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between $50
million and $100 million and debts between $100 million and $500
million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


TENNECO INC: Inks $10 Million Purchase Agreement with Delphi Corp.
------------------------------------------------------------------
Tenneco Inc. entered into a purchase agreement with Delphi
Automotive Systems LLC to acquire certain ride control assets and
inventory at Delphi's facility in Kettering, Ohio.  This purchase
agreement has been filed with the bankruptcy court as part of
Delphi's bankruptcy court proceedings.

The closing of this purchase is subject to certain closing
conditions, including bankruptcy court approval.

As part of the purchase agreement, Tenneco would pay approximately
$10 million for existing ride control components inventory and
approximately $9 million for certain machinery and equipment.  
Tenneco would also lease a portion of the Kettering facility from
Delphi.

In connection with the purchase agreement, Tenneco has entered
into an agreement with the International Union of Electrical
Workers, which represents the Delphi workforce at the Kettering
plant.  The agreement was ratified by the IUE¬ s rank and file in
August 2007.

Tenneco has also entered into a long-term supply agreement with
General Motors Corp. to continue to supply passenger car shock and
strut business to General Motors from the Kettering facility.

                      About Delphi Corp.

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

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

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

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

                       About Tenneco Inc.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has approximately
19,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings has placed Tenneco Inc.'s Issuer Default Ratings and
securities ratings on Rating Watch Negative.  Fitch confirmed
these ratings: (i) IDR 'BB-'; (ii) Senior secured bank facility
'BB+'; (iii) Senior secured notes 'BB'; and (iv) Subordinated 'B'.


THINKPATH INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Thinkpath, Inc.
             Attention: Gersten Savage, LLP
             600 Lexington Avenue,9th Floor
             New York, NY 10022

Bankruptcy Case No.: 08-10810

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Thinkpath, Inc.                            08-10810
        Thinkpath of Michigan, Inc.                08-10811
        Thinkpath Technical Services, Inc.         08-10812
        Thinkpath, Inc.                            08-10813

Type of Business: The Debtors are engineering services companies.  
                  They provide engineering, design, technical
                  publications and staffing, services.  In
                  addition, they own 100% of few inactive
                  companies, incuding Systemsearch Consulting
                  Services Inc., International Career Specialists
                  Ltd., Microtech Professionals Inc., E-Wink Inc.
                  (80%), Thinkpath Training Inc. (formerly
                  ObjectArts Inc.), Thinkpath Training US Inc.
                  (formerly ObjectArts US Inc.), TidalBeach Inc.
                  and TBM Technologies Inc.  See
                  http://www.thinkpath.com

Chapter 11 Petition Date: March 8, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                     (jsp@rattetlaw.com)
                  Julie A. Cvek, Esq.
                     (jcvek@rattetlaw.com)
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  http://www.rattetlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtors did not file lists of their largest unsecured
creditors.


THORNBURG MORTGAGE: Creditors Have Seized and Sold Collateral
-------------------------------------------------------------
The Wall Street Journal reports that Thornburg Mortgage, Inc.
creditors have seized "billions of dollars" of collateral from the
embattled home lender, and dumped those assets onto the bond
market.

WSJ says William Gross, chief investment officer of Pacific
Investment Management Co., told CNBC on Friday that his firm has
bought about $100,000,000 of Thornburg's debt over the past few
days.  Mr. Gross said he expects the return on investments to be
close to double digits, WSJ relates.

Thornburg said in a regulatory filing last week it received a
notice of event of default from Natixis Securities North America
Inc., as agent for Natixis Financial Products Inc., dated March 3,
2008, after failing to meet a margin call of $6,000,000.  The
notice states that an event of default as defined under the
company's Master Repurchase Agreement, dated December 15, 2000,
with Natixis has occurred.  The notice states that Natixis was
accelerating the repurchase date under the Natixis Agreement. The
aggregate amount of the proceeds lent to the Company under the
Natixis Agreement was roughly $163,000,000.

The company also received a notice of event of default from ING
Financial Markets LLC, dated March 3, 2008, after failing to
repurchase roughly $70,000,000 in AAA-rated securities.  The
notice states that an event of default as defined under their BMA
Master Repurchase Agreement, dated as of January 12, 2007, has
occurred.  The notice states that ING reserves all right and
remedies provided in the ING Agreement.  The aggregate amount of
the proceeds lent to the company under the ING Agreement was
roughly $707,000,000.

Goldman, Sachs & Co. also issued a notice of event of default
dated March 4, 2008, after the company failed to meet a margin
call of roughly $54,000,000.  The notice states that an event of
default as defined under the parties' Master Repurchase Agreement,
dated as of August 12, 2002, has occurred.  The notice states
Goldman Sachs was accelerating the repurchase date under the
Goldman Sachs Agreement.  The aggregate amount of the proceeds
lent under the Goldman Sachs Agreement was roughly $550,000,000.

JPMorgan has lent Thornburg $320,000,000, but wants the company to
liquidate some of its assets.  Despite the JPMorgan loan,
Thornburg could be about to announce bankruptcy, according to a
report posted at Bobsguide.com.

Thornburg said in its Securities and Exchange Commission filing
that adverse developments in the mortgage finance and credit
markets since August 2007 have resulted in a significant
deterioration of prices of mortgage-backed collateral.  The
declining fair value of the company's purchased adjustable rate
mortgage assets collateralizing its reverse repurchase agreements
has resulted in increased margin calls.

As reported in the Troubled Company Reporter yesterday,
Thornburg's receipt of the notices of events of default has
triggered cross-defaults under all of the company's other reverse
repurchase agreements and its secured loan agreements, and the
related lenders could declare an event of default at any time.

Thornburg has been in continuing discussions with all of its
lenders, and, to the best of its knowledge, the lenders that
issued notices of event of default have not yet exercised their
rights to liquidate pledged collateral.  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 securities, issuing collateralized mortgage debt and
raising additional debt or equity capital.

Through the close of business on March 6, 2008, Thornburg had
received $1,777,000,000 in margin calls since December 31, 2007,
and had satisfied $1,167,000,000 of those margin calls primarily
by using its available liquidity, principal and interest payments,
and proceeds from the sale of assets.

As of the close of business on March 6, 2008, Thornburg had
outstanding margin calls of $610,000,000 which significantly
exceeded its available liquidity at that date.

The recent events have raised substantial doubt about the
company's ability to continue as a going concern without
significant restructuring and the addition of new capital.

On March 4, 2008, the company was advised by its independent
accountant, KPMG LLP, that no further reliance should be placed on
the auditors' report dated February 27, 2008, on the company‚¨"s
consolidated financial statements as of December 31, 2007, and
2006 and for each of the years in the two year period ended
December 31, 2007, its financial statement schedule -- mortgage
loans on real estate and its effectiveness of internal control
over financial reporting as of December 31, 2007, that is
contained in the company's Annual Report on Form 10-K for the year
ended December 31, 2007, filed with the Securities and Exchange
Commission on February 28, 2008.

Thornburg said it may not have the ability to hold its purchased
ARM assets to recovery.  On March 5, 2008, the company concluded
that a material charge for impairment to its purchased ARM assets
is required in accordance with generally accepted accounting
principles.  The Company concluded that it must recognize an
impairment charge totaling $427,800,000 in gross unrealized losses
on purchased ARM assets as of December 31, 2007.  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.  The impairment
charge resulted in a decrease in management and incentive fees
payable to the company's manager of $5,700,000.

In the event Thornburg continues to believe there is substantial
doubt about its ability to continue as a going concern at any
future reporting date, or it has determined that it is unable to
hold its purchased ARM assets to recovery, the company expects to
record additional impairment charges to recognize additional
unrealized losses on its purchased ARM assets in the related
reporting period and it is possible the impairment charges will be
material.


TRICOM SA: Majority of Creditors Accepts Prepack Plan
-----------------------------------------------------
Robert Q. Klamser, vice president at Kurtzman Carson Consultants
LLC, proposed claims and balloting agent of Tricom S.A. and its
U.S. affiliates, reports that 100% of the Class 3 Credit Suisse
Existing Secured Claims and the Class 6 Unsecured Financian Claims
voted to accept the Debtors' Plan of Reorganization.

Mr. Klamser adds that 99.9% in amount and 97% in number of Class
6 Claims voted to accept the Plan.  The Debtors' solicitation
process concluded on February 28, 2008.

The Ad Hoc Senior Notes Committee is composed of Capital Markets
Financial Services, Inc., Stark Investments, Deltec Asset
Management, Argo Funds, Octavian Funds, UBS, Deutsche Bank, and
Farallon Capital.

As reported in the Troubled Company Reporter on March 5, Judge
Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on April 15,
2008, to consider confirmation of the Debtors' prepackaged Plan.

At the Confirmation Hearing, Judge Bernstein will determine (i)
the adequacy of the Debtors' solicitation procedures, and (ii)
whether the Disclosure Statement accompanying the Plan contains
"adequate information" as defined in Section 1125 of the
Bankruptcy Code.

The Debtors' Plan, delivered to the Court on March 3, 2008,   
provides that all claims against the Debtors, other than
Administrative Claims and Tax Claims are classified into nine
separate classes:

Class  Description                    Claim Treatment   
-----  -----------                    ---------------
  1    Priority Claims                Unimpaired.
                                      Estimated Recovery: 100%
  
  2    Banco del Progreso             Unimpaired      
       Existing Secured Claims        Claim Amount: $5,000,000
                                      Estimated Recovery: 100%

  3    Credit Suisse Existing         Impaired
       Secured Claims                 Claim Amount: $25,529,781
                                      Estimated Recovery: 100%

  4    GE Existing Secured Claims     Unimpaired
                                      Claim Amount: $4,642,760
                                      Estimated Recovery: 100%

  5    Non-Lender Secured Claims      Unimpaired
                                      Claim Amount: $0
                                      Estimated Recovery: 100%

  6    Unsecured Financial Claims     Impaired
                                      Claim Amount: $635,900,000
                                      Estimated Recovery: 38.5%

  7    General Unsecured Claims       Unimpaired
                                      Claim Amount: --
                                      Estimated Recovery: 100%

  8    Statutorily Subordinated       Impaired        
       Claims                         Claim Amount: $0
                                      Estimated Recovery: 0%

  9    Existing Tricom Equity         Impaired.  Equity interests
       Interests                      will be canceled.
                                      Estimated Recovery: 0%

Holders of Credit Suisse Existing Secured Claims and Unsecured
Financial Claims are impaired under the Plan and are entitled to
vote on the Plan.  Holders of Priority Claims, Banco del Progreso
Existing Secured Claims, GE Existing Secured Claims, Non-Lender
Secured Claims, and General Unsecured Claims are unimpaired under
the Plan and deemed to accept the Plan and are not entitled to
vote to accept or reject the Plan.

The Plan also provides that holders of Statutorily Subordinated
Claims and Existing Tricom Equity Interests are impaired under
the Plan, will neither receive nor retain any distributions or
value under the Plan, and are deemed to reject the Plan.

Holders of the Credit Suisse Existing Secured Claims will receive
Pro Rata Shares of the $25,529,781, Credit Suisse New Secured
Debt to be issued by Tricom.  Holders of Unsecured Financial
Claims will receive their Pro Rata Share of (a) a $105,000,000,
New Secured Notes, and (b) the 10,000,000, shares to be issued by
a Holding Company, which will be created on the effective date of
the Plan.

                       Holding Company

On the Effective Date, the Debtors will incorporate a "Holding
Company", which will directly own 100% of Tricom's equity, and
100% of the equity of TCN and Tricom USA, in Bermuda.  The
Debtors are reviewing alternative jurisdictions in which to
incorporate the Holding Company in the event they determine that
Bermuda is not a feasible jurisdiction.

The Holding Company will have a nine-member Board of Directors.  
Members of the Board will be elected to initial three-year terms.  
Holders of Holding Company Class A Stock will be entitled to
elect six members of the Holding Company Board, and holders of
Holding Company Class B Stock will be entitled to elect three
members of the Holding Company Board, including the chairperson
of the Holding Company Board.  

On or before the Effective Date, the Holding Company and a
"Transition Services Company" will execute and deliver a
transition services agreement, which will have an initial three-
year term and will provide that, for so long as Holding Company
Class B Stock is entitled to elect the chairperson of the Holding
Company Board of Directors, Manuel Arturo Pellerano Pena,
controller of the majority stockholders of Tricom, will be
entitled to serve as chairperson.

In exchange for the provision of services to be furnished under
the Transition Services Agreement, Transition Services Company
will receive 300,000 restricted shares of Holding Company Class B
Stock, which will vest in equal quarterly installments over a
three-year period on the satisfaction of the conditions described
in the Transitions Services Agreement; provided that all
restricted shares of Holding Company Class B Stock will
immediately vest upon a change of control of Holding Company.

                 Restructuring Dilution Options

Under the Plan, Class 9 Existing Tricom Equity Interests are
impaired and Holders of Existing Tricom Equity Interests will
neither receive nor retain any effective value under the Plan.

Hector Castro Noboa, president of Tricom, S.A., says that,
because neither Dominican insolvency nor corporate law provides a
mechanism for the outright cancellation of all of the Existing
Tricom Equity Interests, the Plan provides for the dilution of
Existing Tricom Equity Interests to a 1% or less ownership
interest in Tricom.

As of January 28, 2008, Tricom has an authorized capital of
RD$800,000,000, divided into 55,000,000 shares of Tricom Class A
Stock and 25,000,000 shares of Tricom Class B Stock with a par
value of RD$10 each.  There are 45,458,045 shares of Tricom Class
A Stock currently issued and outstanding and 9,541,955 shares
unissued.  There are 19,144,544 shares of Tricom Class B Stock
currently issued and outstanding and 5,855,456 shares unissued.

If, assuming the current capital structure of Tricom, the
Restructuring Dilution were to be accomplished exclusively by
Capital Increase, Mr. Noboa says Tricom would likely have to
increase its authorized capital by up to RD$30,000,000,000, to
have the practical effect of diluting the Existing Tricom Equity
Interests to a de minimis amount with de minimis value.  This, in
turn, would result in Holding Company owning approximately 99% or
more of the Tricom Equity Interests.

                     Liquidation Analysis

The Debtors prepared a liquidation analysis to create a
reasonable good-faith estimate of the proceeds that might be
generated if their estates were liquidated under Chapter 7 of the
Bankruptcy Code.

If no Chapter 11 Plan is confirmed, the Debtors' Chapter 11 cases
would be converted to cases under Chapter 7.  In this event, a
trustee will be appointed to liquidate the Debtors' assets.  The
Liquidation Analysis is based on projected balance sheet sheets
as of June 30, 2008.  The Chapter 7 liquidation period is assumed
to be eight to 12 months after the appointment of a Chapter 7
trustee.

                      LIQUIDATION ANALYSIS
                        (In Thousands)
                                              Recovery        Value
                                           ------------  ---------------
                                   Amount   Low   High    Low     High
                                   ------  -----  -----  ------- -------

Current Assets
   Cash & Cash Equivalents        $10,001   100%   100%  $10,001 $10,001
   Cash Reserved for Banco
      del Progreso Debt             5,000   100%   100%    5,000   5,000
   Accounts Receivables, net       24,458    29%    52%    7,053  12,731
   Inventory                        2,793     9%    25%      249     690
   Prepaid Expenses and
      Other Current Assets         11,049    46%    46%    5,088   5,088
                                   ------  -----  -----  ------- -------
     Total Current Assets          53,302    51%    63%   27,392  33,511

Long Term Assets
   Property & Equipment, net      261,679    14%    20%   35,896  51,281
   Other Assets                     9,567    20%    24%    1,955   2,283
                                  -------  -----  -----  ------- -------
     Total Long Term Assets      $271,246    14%    20%   37,851  53,565

Sale of TCN Dominicana, S.A.                               2,243  36,400
Sale of Wireless Subscribers                                   -  18,200
Sale of WIMAX Spectrum                                         -  10,000
                                  -------  -----  -----  ------- -------
    Gross Estimated Proceeds
    Available for Distribution  $324,549    21%    47%  $67,488 $151,676

Less:
   Wind-Down Expenses
      Operating Costs & Expenses                       (17,985) (17,985)
      Severance Costs                                  (10,637) (10,637)
      Revenue Collections                                1,827    3,045
                                  -------  -----  -----  ------- -------
    Net Proceeds Available
    for Distribution                                    $40,692 $126,099
                                                        ======= ========


II. DISTRIBUTION OF PROCEEDS
                                                        Estimated Value
                                                        As of 6/30/08
                                         Projected      ----------------
                                         Book Value     Low     High
                                         ----------     ------  -------
Administrative and Priority Claims       
   Professional Fees                                   ($2,150) ($2,150)
   Trustee Fees                                         (1,220)  (3,783)
                                                        ------   ------
     Total Administrative & Claims                      (3,370)  (5,933)
                                                        ------   ------
   Proceeds Available for Payment of
   Secured & Unsecured Claims                           37,322  120,166

Existing Secured Claims
   CSFB                               25,529   72%  72%  18,465  18,465
   Progreso                            5,000  100% 100%   5,000   5,000
   GE                                  4,569   33%  33%   1,500   1,500
                                      ------  ---- ----  ------ -------
     Total Secured Claims             35,099   71%  71%  24,965  24,965

     Proceeds Available for Payment
     of Unsecured Claims                                 12,356  95,200

Unsecured Claims
   Deficiency Claims                  10,133    2%  13%     164   1,266
    Financial Claims                 635,865    2%  13%  10,316  79,484
    Other Accruals & Tax Provision    71,237    0%   0%       -       -
    Accounts Payable                  23,420    2%  13%     380   2,927
    Accrued Expenses & Other Debts    20,936    2%  13%     339   2,617
    Contract/Lease Rejection Claims        -    0%   0%       -       -
                                     -------  ---- ----  ------ -------
     Total Unsecured Claims         $761,592    1%  11% $11,200 $86,295
                                     =======  ==== ====  ====== =======

A full-text copy of Tricom's liquidation analysis is available
at no charge at
http://bankrupt.com/misc/tricom_LiquidationAnalysis.pdf

                     Financial Projections

The Debtors' management also prepared projected financial
projections based on a number of assumptions, including the
Effective Date of the Plan to be on June 30, 2008, with allowed
Claims and Equity Interests treated in accordance with the
treatment proposed in the Plan.  The Debtors' fiscal year 2007
and 2008 first and second quarter projections were prepared as of
December 31, 2007.

A full-text copy of the Tricom's Financial Projections is
available for free at:

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

                       Valuation Analysis

The Debtors, with the help of their restructuring consultant, FTI
Consulting, Inc., prepared a valuation analysis of the
Reorganized Debtors.

In connection with delivering the valuation analysis, FTI has,
among other things (i) analyzed financial statements and other
non-public financial and operating data relating to the Debtors;
(ii) discussed appropriate capital structure requirements with
management; and (iii) compared the financial performance of the
Debtors with the financial performance of a selected group of
peer companies, and evaluated the prices and valuation multiples
of the peer companies.

With respect to the valuation of the Reorganized Debtors, the
enterprise valuation assumes the pro forma debt levels to
calculate an equity value.  FTI also relied on the assumption
that the Debtors will emerge from Chapter 11 on or before June
30, 2008.

As a result of the analyses, reviews, discussions, considerations
and assumptions, FTI estimates that the total enterprise value of
the Reorganized Debtors ranges from a minimum of about
$215,000,000, to a maximum of approximately $304,000,000.  

The estimated values, according to Mr. Noboa, represent the
estimated hypothetical value of the Reorganized Debtors derived
through the application of various valuation techniques.  

FTI further estimates that the enterprise value of the
Reorganized Debtors is $275,000,000.  As a result, and taking
into account that the value of the total long-term debt of the
Reorganized Debtors as of the Effective Date is $135,100,000,
which includes $105,000,000 in New Secured Notes, $25,500,000, of
the Credit Suisse New Secured Debt, and the $4,600,000 GE
Existing Secured Debt, the Debtors estimate that the equity value
of the Reorganized Debtors as of the Effective Date will be equal
to $140,100,000.

                    Feasibility of the Plan

The Bankruptcy Code requires a debtor to demonstrate that
confirmation of a plan of reorganization is not likely to be
followed by the liquidation or the need for further financial
reorganization of a debtor unless so provided by the plan of
reorganization.  To determine whether the Plan meets the
"feasibility" requirement, the Debtors have analyzed their
ability to meet their obligations as contemplated under the Plan.  

According to Mr. Noboa, the Debtors have prepared the financial
projections and the valuation analysis.  The projections are
based on the assumption that the Plan will be confirmed by the
Bankruptcy Court and, for projection purposes, that the Effective
Date of the Plan and its substantial consummation will take place
on or about June 30, 2008.  The projections include balance
sheets, statements of operations and statements of cash flows.  
Based on the projections, the Debtors believe they will be able
to make all payments required to be made pursuant to the Plan.

The Debtors believe the Plan will satisfy the "fair and
equitable" requirement of the Bankruptcy Code notwithstanding
that claimholders under Classes 8 and 9 are deemed to reject the
Plan because no class that is junior to the dissenting classes
will receive or retain any property on account of the claims or
equity interests in that class, says Mr. Noboa.

The Debtors reserve the right to seek confirmation of the Plan,
notwithstanding the rejection of the Plan by any Class entitled
to vote.  In the event a Class votes to reject the Plan, the
Debtors will request the Court to rule that the Plan meets the
requirements specified in Section 1129(b) with respect to that
Class.  The Debtors will also seek that ruling with respect to
each Class that is deemed to reject the Plan.

Parties have until April 2, 2008, to file objections to the Plan.  
The Debtors will file their brief in support of confirmation of
the Plan, and their reply to Objections, no later than April 11.

             Waiver of 341 Meeting and Monthly Report

The meeting of creditors pursuant to Section 341(a) of the
Bankruptcy Code will not be convened and is cancelled unless the
Plan is not confirmed by the Court on or prior to May 29, 2008.

In the event that the Section 341(a) Meeting is convened, the
Debtors will promptly consult with the Office of the U.S. Trustee
with respect to setting an appropriate date for the Section 341
Meeting as required by the Bankruptcy Rules, the Local Rules, and
any applicable Court order.

The Debtors are also not required to file or provide any periodic
operating reports pursuant to the Bankruptcy Code, the Bankruptcy
Rules, or the Local Rules, except as may be specifically provided
in the Plan or an order confirming the Plan, unless the Plan is
not confirmed by the Court on or prior to May 29.

A full-text copy of the Tricom Plan of Reorganization is
available for free at:

        http://bankrupt.com/misc/TricomChap11Plan.pdf

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

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

                          About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.  (Tricom Bankruptcy
News, http://bankrupt.com/newsstand/or 215/945-7000).  


TRICOM SA: Schedules Filing Deadline Extended to April 14
---------------------------------------------------------
At the behest of Tricom S.A. and its U.S. debtor-affiliates, the
U.S. Bankruptcy Court for the Southern District of New York
extended the period within which the Debtors may file their
schedules of assets and liabilities, and statements of financial
affairs until April 14, 2008.

The Debtors have asserted that they are not in a position to
complete the Schedules and Statements within the time specified in
Rule 1007(c) of the Federal Rules of Bankruptcy Procedure given
the numerous critical operational matters that their staff of
accounting and legal personnel must address in the early days of
their Chapter 11 cases.

The Debtors added that the purposes of filing the Schedules and
Statements generally have been fulfilled by other means and that
the completion of the Schedules and Statements cannot be
justified given the costs to the Debtors' estates in terms of the
expenditure of financial and human resources.  Filing of the
Schedules and Statements represents an unnecessary burden on the
estates, proposed counsel to the Debtors, Larren M. Nashelsky,
Esq., at Morrison & Foerster LLP, in New York, asserted.

Mr. Nashelsky told the Court that much of the information that
would be contained in the Debtors' Schedules and Statements are
already available in the Debtors Disclosure Statement explaining
their Plan of Reorganization.  To require the Debtors to file the
Schedules and Statements would be duplicative and unnecessarily
burdensome to the their estates, he contended.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.  (Tricom Bankruptcy
News, http://bankrupt.com/newsstand/or 215/945-7000).  


TRICOM SA: Wants to Employ Morrison Foerster as Counsel
-------------------------------------------------------
Tricom S.A. and its U.S. affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Morrison & Foerster LLP as their lead bankruptcy counsel, nunc pro
tunc to Feb. 29, 2008.

Hector Castro Noboa, president of Tricom, S.A., relates that the
Debtors engaged Morrison & Foerster in January 2006 to provide
them assistance and legal advice in the negotiations with an ad
hoc committee of the holders of 11-3/8% Senior Notes and certain
affiliated creditors on the plan support and lock-up agreement.  
Morrison & Foerster also evaluated and advised the Debtors on
restructuring alternatives and certain litigation.

Because Morrison & Foerster had worked closely with the Debtors
in their restructuring efforts and other legal matters, Mr. Noboa
believes that the firm has become extraordinarily familiar with
the Debtors' business and the potential legal issues that may
arise in their Chapter 11 cases.

As bankruptcy counsel, Morrison & Foerster will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their businesses and properties;

   (b) attend meetings and negotiate with representatives of the
       Ad Hoc Committee, the Affiliated Creditors, any official
       creditors' committee appointed in the Chapter 11 cases,
       and other creditors and parties-in-interest;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors, and representing the Debtors' interests in
       negotiations concerning all litigation in which the
       Debtors are involved, including, but not limited to,
       objections to claims filed against the estates;

   (d) manage and maintain the Debtors' trademark registration
       portfolio, including filing and prosecuting applications
       for new trademarks and monitoring deadlines for renewals
       and registrations, and assist the Debtors with an ongoing
       trademark opposition proceeding in Europe;

   (e) prepare all motions, applications, answers, orders,
       reports, and papers necessary to the administration of the
       Chapter 11 cases;

   (f) take any necessary action on behalf of the Debtors to
       obtain approval of the Disclosure Statement and
       confirmation of the Plan;

   (g) advise the Debtors in connection with any potential sale
       of assets;

   (h) provide U.S. tax advice to the Debtors regarding
       restructuring matters;

   (i) appear before the Court, any appellate courts, and the
       United States Trustee and protect the interests of the
       Debtors' estates before the courts and the U.S. tates
       Trustee;

   (j) perform other necessary legal services to the Debtors in
       connection with the Chapter 11 cases, including (i)
       analyze the Debtors' leases and executory contracts and
       the assumption or assignment thereof, (ii) analyze the
       validity of liens against the Debtors, and (iii) advise on
       corporate, litigation, and other legal matters; and

   (k) take all steps necessary and appropriate to cause the
       Effective Date to occur and to bring the Chapter 11 cases
       to conclusion.

The Debtors will pay Morrison & Foerster according to the firm's
customary hourly rates:

      Professionals                 Hourly Rates
      -------------                 ------------
      Partners                      $575 to $900
      Of counsel                    $395 to $695
      Associates                    $280 to $615
      Paraprofessionals             $165 to $270

These Morrison & Foerster professionals are expected to take a
lead in providing legal services to the Debtors:

   Professional               Position         Hourly Rate
   ------------               --------         -----------
   Larren M. Nashelsky        Partner              $825
   Norman S. Rosenbaum        Of Counsel           $625
   Jason C. DiBattista        Of Counsel           $600
   Rafael Hernandez Mayoral   Of Counsel           $595
   Julie D. Dyas              Associate            $540
   Renee L. Freimuth          Associate            $485
   Justin Imperato            Associate            $440
   Laura Guido                Paraprofessional     $210

The Debtors will also reimburse Morrison & Foerster for any
necessary out-of-pocket expenses it incurs while providing legal
services to the Debtors.

Larren M. Nashelsky, Esq., a partner at Morrison & Foerster,
assures the Court that his firm does not represent any interest
adverse to the Debtors or their estates, and is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Nashelsky, however, discloses that Morrison & Foerster has or
is currently representing certain parties-in-interest in the
Debtors' Chapter 11 cases.  He says that, among the list of
clients, Bank of America and UPS, who are also creditors of the
Debtors, each represented 1% or more of Morrison & Foerster's
client billings for the 2007 fiscal year.  He adds that Morrison
& Foerster has represented Citigroup Financial Products, Inc., in
the trading of the Debtors' commercial debt.  However, he says,
the work Morrison did for Citigroup did not involve direct
negotiations with the Debtors in any way.

Mr. Nashelsky also discloses that from the period beginning one
year before the Petition Date, Morrison & Foerster billed and
received from the Debtors $4,992,664, as payment for fees and
reimbursement of expenses.  Also, in January 2006, Mr. Nashelsky
says Morrison & Foerster received a $300,000 retainer, and an
additional $200,000 retainer in February 2008.  He says a portion
of the retainer was used to pay the prepetition fees and
expenses.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.  (Tricom Bankruptcy
News, http://bankrupt.com/newsstand/or 215/945-7000).  


TRICOM SA: Wants to Hire Thompson Hine as Conflicts Counsel
-----------------------------------------------------------
Tricom S.A. and its U.S. debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for authority to
employ Thompson Hine LLP as their U.S. corporate and securities,
and conflicts counsel, nunc pro tunc to their bankruptcy filing.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, the Debtors' proposed counsel, relates that Thompson Hine
has been providing services to the Debtors since May 2007 on U.S.
corporate and securities matters, including:

   * providing legal advice to the Debtors regarding U.S.
     corporate and securities law matters,

   * preparing filings with the U.S. Securities and Exchange
     Commission on behalf of the Debtors,

   * representing the Debtors on U.S. corporate and securities
     issues arising during the negotiation of the Debtors'
     restructuring, and

   * evaluating the Debtors' U.S. corporate and securities law
     matters.

Mr. Nashelsky contends that Thompson Hine has become familiar
with the Debtors' business in the course of its work, and with
related securities law that may arise in connection with the
Debtors' restructuring bankruptcy cases.

As corporate and conflicts counsel, Thompson Hine will:

   (a) continue to advise the Debtors on U.S. corporate and
       securities matters in general;

   (b) advise the Debtors on U.S. corporate and securities
       matters as they pertain to the prepackaged Plan of
       Reorganization; and

   (c) represent and advise the Debtors on matters related to the
       Chapter 11 cases in which Morrison & Foerster LLP, is
       prevented from doing so due to actual or potential
       conflicts of interest.

The Debtors will pay Thompson Hine according to the firm's
billing charges:

       Professional      Hourly Rates
       ------------      ------------
       Partners          $310 to $740
       Associates        $205 to $510
       Paralegals        $175 to $270

Four Thompson Hine professionals will take a lead role in
representing the Debtors:

    Name of Counsel         Position      Hourly Rate
    ---------------         --------      -----------
    John M. Clapp           Partner          $595
    Benjamin D. Feder       Partner          $590
    Cristina M. Bonuso      Associate        $240
    Lauren M. McEvoy        Associate        $240

The Debtors will also reimburse Thompson Hine for any necessary
out-of-pocket expenses it incurs.

Benjamin Feder, Esq., a partner at Thompson Hine LLP, in New
York, assures the Court that his firm does not represent any
interest adverse to the Debtors or their estates, and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Feder discloses that from the period beginning one year prior
to the Petition Date, Thompson Hine billed and received from the
Debtors $800,396, for prepetition services rendered and expenses
incurred.  In addition, in May, 2007, Thompson Hine received a
$75,000, retainer.  Mr. Feder says that any prepetition amounts
received by Thompson Hine in excess of fees for services rendered
and expenses incurred have been added to the Retainer.  Thompson
Hine continues to hold an amount equal to the Retainer as of the
Petition Date.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.  (Tricom Bankruptcy
News, http://bankrupt.com/newsstand/or 215/945-7000).  


TURBO GASOLINE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Turbo Gasoline, Inc.
        P.O. Box 1815
        Hatillo, PR 00659

Bankruptcy Case No.: 08-01417

Chapter 11 Petition Date: March 7, 2008

Court: U.S. Bankruptcy Court for the District of Puerto Rico (Old
       San Juan)

Judge: Gerardo Carlo

Debtors' Counsel: Jose Ramon Cintron
                  605 Calle Condado Suite 602
                  San Juan, PR 00907
                  Phone: 787 725-4027
                  Fax: 787-725-1709
                  E-mail: jrcintron@prtc.net   

Estimated Assets: $1,582,500.00

Estimated Debts:  $1,200,000.00

List of Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Toral Petroleum                Trade debt            65,000.00
P.O. BOX 9335
Bayamon, PR 00960
                                                                   
Hermanos Torres                Trade debt            35,000.00
P.O. Box
209                                                                    
Mercedita, PR 00715


TWEETER HOME: Jefferies & Co. Disclose Ownership of Tweeter Shares
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated Feb. 13, 2008, Roland T. Kelly disclosed
that as of Dec. 31, 2007, Jefferies & Company, Inc., and
Jefferies Group, Inc., ceased to own more than 5% of Tweeter Home
Entertainment Group, Inc.'s common stock, valued at $0.01 per
share.

Mr. Kelly is senior vice-president and associate general counsel
of Jefferies & Company, and assistant secretary of Jefferies
Group.

A total of 25,563,750 shares of Tweeter's common stock are
outstanding as of May 11, 2007.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Court expects the Debtors to
file a plan of reorganization on June 5, 2008.  (Tweeter
Bankruptcy News, Issue No. 18, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERMILLION INC: Discloses Reverse Stock Split Effective on March 3
------------------------------------------------------------------
Vermillion Inc. filed its Third Amended and Restated Certificate
of Incorporation, which effects a 1-for-10 reverse stock split of
the company's outstanding common stock.  The reverse stock split
was effective with respect to stockholders of record on March 3,
2008.

The common stock will trade on the NASDAQ Capital Market under the
symbol "VRMLD" for 20 trading days beginning March 4, 2008, to
designate that it is trading on a post-reverse split basis, and
will resume trading under the symbol "VRML" after the 20-day
period has expired.

"With the reverse stock split now effective, we believe that a
broader group of potential investors can purchase our shares and
will recognize the value of our diagnostic programs addressing
complex diseases," Gail S. Page, president and CEO of Vermillion,
said.

As a result of the reverse stock split, each ten shares of common
stock will be combined and reclassified into one share of common
stock and the total number of shares outstanding will be reduced
from approximately 63.8 million shares to approximately
6.4 million shares.

The company's transfer agent, Wells Fargo Shareowner Services,
will send instructions to stockholders of record regarding the
exchange of certificates for common stock.

                       Nasdaq Non-Compliance

On Feb. 22, 2008, the company received a letter from The NASDAQ
Stock Market LLC that indicated the company is not in compliance
with Marketplace Rule 4310(c)(3), which requires it to have:

   (i) a minimum of $2.5 million in stockholders' equity;
  (ii) $35,000,000 in market value of listed securities; or
(iii) $500,000 of net income from continuing operations for the
       completed fiscal year or two of the three completed fiscal
       years.

In accordance with Marketplace Rule 4310(c)(8)(C), the company has
been afforded 30 calendar days, or until March 24, 2008, to regain
compliance.  If, any time prior to March 24, 2008, the market
value of listed securities of the company's common stock is
$35 million or more for a minimum of 10 consecutive business days,
NASDAQ may determine that the company has regained compliance.

If the company does not regain compliance by March 24, 2008,
NASDAQ will provide written notification that the company's
securities are subject to delisting.  At that time, the company
may request a hearing before a NASDAQ Listing Qualifications
Panel.  The company's securities would remain listed pending the
issuance of a decision by the Panel.

                       About Vermillion Inc.

Based in Fremont, California, Vermillion Inc. (NASDAQ:VRMLD) --
http://www.vermillion.com/-- fka Ciphergen Biosystems Inc. is  
involved in the discovery, development and commercialization of
specialty diagnostic tests that provide physicians with
information, with which to manage their patients' care and that
improve patient outcomes.  Incorporated on Dec. 9, 1993, the
company, along with its prestigious scientific collaborators, has
ongoing diagnostic programs in oncology, hematology, cardiology
and women's health with an initial focus in ovarian cancer.

At Sept. 30, 2007, the company's balance sheet showed total assets
$26.86 million, total liabilities of $34.95, resulting to a total
shareholders' deficit of $8.09 million.


WHIPPLETREE RANCH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Whippletree Ranch Resort, LLC
        P.O. Box 1927
        Tubac, AZ 85646

Bankruptcy Case No.: 08-02332

Chapter 11 Petition Date: March 7, 2008

Court: U.S. Bankruptcy Court for the District of Arizona (Tucson)

Judge: James M. Marlar

Debtors' Counsel: Alan R. Solot, Esq.
                  Tilton & Solot, Esq.
                  459 N Granada Ave.
                  Tucson, AZ 85701
                  Phone: 520-622-4622
                  Fax: 520-882-9861
                  E-mail: arsolot@tiltonandsolot.com

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

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

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


WICKES FURNITURE: Gets $3.5 Mil. Offer for Right to Sell Leases
---------------------------------------------------------------
Wickes Furniture Co. has received an initial $3.5 million offer
from a consortium including Retail Consulting Services Inc.,
Hudson Capital Partners LLC, Crystal Capital Fund LP and Julius M.
Feinblum Real Estate Inc. for the right to sell the Debtor's
leases.

To maximize the value of its lease designation rights assets, the
Debtor asks the U.S. Bankruptcy Court for the District of Delaware
to set a March 10 auction to see if other parties might offer
more, Bill Rochelle of Bloomberg News reports.

Bloomberg relates that the contract offered by the so-called
stalking horse bidder provides that consortium members must pay
Wickes another $500,000 once the group has realized enough from
selling the leases to third parties to recover their costs.  The
two sides will then divide the proceeds above $4 million under a
sliding scale.

A hearing to approve the lease designation rights is set for
March 11, 2008, at 1:30 p.m. in Courtroom 5, 5th Floor in
Wilmington, Delaware, according to Bloomberg News.

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture       
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WILLOW PARK: Seeks Protection Under Chapter 11 in Ohio
------------------------------------------------------
Willow Park Convalescent Home Inc. and its three affiliates,
AMDD Inc., Blossom Nursing & Rehabilitation Center Inc. and
Darlington Nursing & Rehabilitation Center Ltd., filed for chapter
11 protection on March 4, 2008, with the U.S. Bankruptcy Court for
the Northern District of Ohio.

Darlington Nursing is located at 2735 Darlington Road in West
Toledo, Toledo Blade reports.

Darlington Nursing, Toledo Blade relates, was formerly owned by
Jewish Senior Services of Toledo and is now owned by Royal Manor
Management Inc. of Cleveland.

Cleveland, Ohio-based Willow Park (Case No. 08-11458) and its
debtor-affiliates -- Blossom Nursing (08-40551), AMDD Inc. (08-
40552), and Darlington Nursing (08-30921) -- are engaged in the
healthcare business.  Mark Schlachet, Esq., at The Law Offices of
Mark Schlachet and Theodore T. Mairanz, Esq., at Neiman & Mairanz
PC represent the Debtors in their restructuring efforts.  The
Debtors listed between $1 million and $10 million in assets and
debts.


YALE MORTGAGE: S&P Maintains 'BB' Rating on Class B-2 Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on five
classes of mortgage pass-through REMIC certificates issued by Yale
Mortgage Loan Trust 2007-1.
     
As of the Feb. 25, 2008, remittance date, total delinquencies, as
a percentage of the current pool balance, were 49.87%, while
severe delinquencies (90-plus days, foreclosures, and REOs) were
29.66%.  Cumulative realized losses are currently 0.00% of the
original pool balance.  Over the course of the past 12 months,
there were modest monthly net losses in three periods that were
covered by monthly excess interest by a 2.2x multiple.

Additionally, there have been three periods when losses from
previous months have seen subsequent recoveries.  The current
credit support levels are higher than the original levels by an
average of approximately 1.6x across the five rated classes.   
Moreover, overcollateralization (O/C) was at its target of
approximately $4,639,662. Despite the relatively elevated
delinquency levels of this transaction, the classes with affirmed
ratings currently have adequate credit support percentages that
are sufficient to maintain the ratings at their current levels.
     
The current outstanding pool factor for series 2007-1 is 83.00%,
and the deal is 10 months seasoned.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this deal.  The underlying collateral in this
transaction originally consisted of pools of adjustable-rate
mortgage loans secured by first liens on single-family residential
properties.

                        Ratings Affirmed
   
                Yale Mortgage Loan Trust 2007-1
            Mortgage pass-through REMIC certificates  

                     Class          Rating
                     -----          ------
                     A              AAA
                     M-1            AA
                     M-2            A
                     B-1            BBB
                     B-2            BB


* Fitch Takes Negative Rating Actions on 8 Banks on Equity Losses
-----------------------------------------------------------------
Fitch Ratings taken a variety of rating actions on eight banking
companies.  The rationale and specific rating actions are detailed
at the end of this release.  In late 2007, Fitch highlighted
concerns with consumer lending, and home equity in particular, as
part of the rationale for assigning a Negative Rating Outlook to
the U.S. banking industry.  Recent developments and information
Fitch has gained from a variety of internal and external sources
suggest that evidence of deterioration within home equity
portfolios will clearly emerge in first-quarter 2008 (1Q08), which
is earlier than Fitch previously expected.  More important,
pressures from home equity portfolios may very well exceed Fitch's
expectations at the time the Negative Outlook was assigned to the
industry.

For many firms the necessity of having to grapple with heightened
deterioration in the consumer portfolio comes at a time when they
are still working through the challenges in other portfolios that,
in many cases, contributed to earlier negative rating actions by
Fitch.

Indications from rated banks in the past few weeks suggest that
home equity delinquency rates are rising at a far more rapid pace
than even most bankers' and analysts' grim outlook for 2008 had
anticipated.  Further, because of continued pressure on home
prices, particularly in key markets such as California and
Florida, severities (the percentage of the loan balance that is
uncollectible) are rising and are often 100%.  

Certainly, in higher loan-to-value situations, it is often less
costly for the bank to charge-off the entire amount, albeit
retaining the lien against the property, than it is to go through
the foreclosure process.  Fitch anticipates that banks will
significantly ratchet up loan loss provisions against home equity
loans in 1Q08 and provisioning levels for 2008 will likely be much
higher than 2007 overall, as deterioration in other consumer
portfolios is also likely.

Loans with certain key characteristics are generally exhibiting
more stress.  Chief among these is the origination channel.   
Typically, loans originated through brokers or third parties are
performing considerably worse than loans with similar
characteristics originated through the bank's branch network or
customer base.  Another key characteristic is location of the
property in a market with more material home price depreciation
and/or current loan-to-value, two factors which tend to go hand in
hand.

Properties in locations that have already experienced significant
home price depreciation (e.g. certain areas of California and
Florida) appear to be deteriorating at a faster pace than those in
more stable markets.  Finally, loans with anything less than full
borrower documentation generally are performing worse than those
traditionally underwritten.  A particularly toxic situation
develops when more than one of these characteristics is present.

Fitch has reviewed the largest banks with particular attention
paid to those with the highest home equity exposure as a
percentage of their portfolio.  To the extent possible, we have
factored in the relative risks associated with the abovementioned
factors.  Challenges in home equity lending are expected to
persist throughout 2008 and into 2009.  Because of the
historically strong credit performance of home equity loans and
the banks' abilities to lend to borrowers with relatively high
credit scores, many banks sought to increase their home equity
loan portfolios during the past several years.  As a result, many
banks have substantial exposure to home equity loans outstanding
and yet undrawn home equity lines of credit.

Each of the ratings actions below is the result of Fitch's
consideration and view on the mix of challenges facing each firm.   
And, while this broad review was aimed at companies with
potentially material home equity exposure, in some cases the
action was really determined by the combination of home equity
exposure and other challenges. For example, Fitch's rating actions
on First Horizon also reflect continuing weakness in FHN's
construction lending portfolio and rising non-performing assets in
the homebuilder finance portfolio and construction loans made
directly to consumers for single family homes, which comprise
approximately 20% of total loans. Further, FHN's business model
remains sensitive to weakness in the residential mortgage market.   
Management's cost-cutting efforts, initiatives to reduce
underperforming businesses, and reserve levels provide support for
the credit at the new rating level.  The Negative Outlook reflects
the potential for further deterioration over the next few quarters
as the credit cycle progresses.

Rating actions taken on Washington Mutual reflect that company's
proportionately higher concentration in not only home equity, but
also residential mortgage loans, across the credit spectrum.  
While subprime makes up about 7% of loans and a disproportionate
amount of net charge-offs, Fitch remains concerned about the
broader loan portfolio that is consumer real estate secured.   
Approximately 37% of WM's total loan portfolio comprises
residential mortgage and home equity loans in California.

In the cases of Citigroup, Bank of America, Fifth Third, and
SunTrust, Fitch has not adjusted any ratings, but has placed each
of these companies on Rating Watch Negative.  Prior to placing
these four firms on Rating Watch, each carried a Negative Rating
Outlook.  The Negative Rating Watch highlights Fitch's concern
that the pace of deterioration in home equity and possibly other
consumer loan portfolios may result in a rating change sooner than
had been anticipated when the firms had Negative Outlooks.  While
resolution of the Watch status may extend beyond the review of
1Q08 results, Fitch currently anticipates results for this quarter
and the outlook for consumer loan performance beyond the quarter
will be primary factors in determining the ratings for these
entities.

Fitch plans to publish a special report on the home equity
business next week.  This report, Fitch says, will help to provide
greater context to the challenges banks are facing and serve as a
reference point for investors as they assess this important
portfolio in the context of overall bank results in the coming
quarters.

As a result of this review, Fitch has taken these rating actions:

First Horizon National Corporation

  -- Long-term IDR downgraded to 'BBB+' from 'A-';
  -- Short-term IDR downgraded to 'F2' from 'F1';
  -- Individual affirmed at B/C;
  -- Support affirmed at 5;
  -- Support Floor affirmed at NF;
  -- Subordinated debt downgraded to 'BBB' from 'BBB+';
  -- Short-term debt downgraded to 'F2' from 'F1';
  -- Outlook Negative.

First Tennessee Bank, NA

  -- LT IDR downgraded to 'BBB+' from 'A-';
  -- ST IDR downgraded to 'F2' from 'F1';
  -- Individual affirmed at B/C;
  -- Support affirmed at 5;
  -- Support Floor affirmed at NF;
  -- LT Deposits downgraded to 'A-' from 'A';
  -- Senior Debt downgraded to 'BBB+' from 'A-';
  -- Subordinated Debt downgraded to 'BBB' from 'BBB+';
  -- Preferred downgraded to 'BBB' from 'BBB+';
  -- Short Term Debt downgraded to 'F2' from 'F1';
  -- ST Deposits affirmed at 'F1';
  -- Outlook Negative.

First Tennessee Capital I AND II

  -- Trust Preferred downgraded to 'BBB' from 'BBB+';
  -- Outlook Negative.

National City Corporation

  -- LT IDR downgraded to 'A' from 'A+';
  -- ST IDR affirmed at 'F1';
  -- Individual affirmed at 'B';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- Senior debt downgraded to 'A' from A+;
  -- Subordinated debt downgraded to 'A-' from 'A';
  -- Preferred downgraded to 'A-' from 'A';
  -- Outlook Negative.

National City Bank (Cleveland)

  -- LT IDR downgraded to 'A' from 'A+';
  -- ST IDR affirmed at 'F1';
  -- Individual affirmed at 'B';
  -- Support affirmed at '4';
  -- Support Floor affirmed 'B';
  -- LT Deposits downgraded to 'A+' from 'AA-' ;
  -- Senior debt downgraded to 'A' from 'A+';
  -- Subordinated debt downgraded to 'A-' from 'A';
  -- ST deposits downgraded to 'F1' from 'F1+'.

National City Bank of Kentucky
National City Bank of Indiana

  -- Senior debt downgraded to 'A' from 'A+';
  -- Subordinated debt downgraded to 'A-' from 'A';
  -- LT deposits downgraded to 'A+' from 'AA-'.

National City Bank of Pennsylvania

  -- Subordinated debt downgraded to 'A-' from 'A';
  -- LT deposits downgraded to 'A+' from 'AA-'.

National City Credit Corp

  -- ST IDR affirmed at 'F1';
  -- Support affirmed at '5';
  -- ST debt affirmed at 'F1'.

National City Bank (Columbus)

  -- Subordinated debt downgraded to 'A-' from 'A'.

Provident Bank

  -- LT deposits downgraded to 'A+' from 'AA-'.

PFGI Capital Corporation
National City Capital Trust II
National City Capital Trust III
National City Capital Trust IV
Fort Wayne Capital Trust
Fort Wayne Capital Trust I
National City Preferred Capital Trust I

  -- Trust Preferred downgraded to 'A-' from 'A'.

Washington Mutual Inc.

  -- LT IDR downgraded from 'A-' to 'BBB';
  -- ST IDR affirmed at 'F2';
  -- Individual affirmed at 'B/C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- Senior debt downgraded to 'BBB' from 'A-';
  -- Sub debt downgraded to 'BBB-' from 'BBB+';
  -- Preferred downgraded to 'BB+' from 'BBB+';
  -- ST debt affirmed at 'F2';
  -- Outlook Negative.

Washington Mutual Bank

  -- LT IDR downgraded to 'BBB' from 'A-';
  -- ST IDR affirmed at 'F2';
  -- Individual affirmed at 'B/C';
  -- Support affirmed at '3';
  -- Support Floor affirmed at 'BB-';
  -- Senior debt downgraded to 'BBB' from 'A-';
  -- Subordinated debt downgraded to 'BBB-' from 'BBB+';
  -- LT deposits downgraded to 'BBB+' from 'A';
  -- ST deposits downgraded to 'F2' from 'F1';
  -- Outlook Negative.

Bank United FSB

  -- Subordinated debt downgraded to 'BBB-' from 'BBB+'.

Bank United Corp.

  -- Subordinated debt downgraded to 'BBB-' from 'BBB+'.

Providian Financial Corp

  -- Senior debt downgraded to 'BBB' from 'A-'.

Providian National Bank

  -- Long Term Deposits downgraded to 'BBB+' from 'A'

Washington Mutual Preferred Funding (Cayman) I Ltd.
Washington Mutual Preferred Funding Trust I (Delaware)
Washington Mutual Preferred Funding Trust II
Washington Mutual Preferred Funding Trust III
Washington Mutual Preferred Funding Trust IV

  -- REIT Preferred downgraded to 'BB+' from 'BBB+'.

Washington Mutual Capital I
Providian Capital I

  -- Trust Preferred downgraded to 'BB+' from 'BBB+'.

Wells Fargo & Co.

  -- Individual Rating downgraded to 'A/B' from 'A';
  -- LT IDR affirmed at 'AA';
  -- ST IDR affirmed at 'F1+';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- Senior debt affirmed at 'AA';
  -- Subordinated debt affirmed at 'AA-';
  -- Preferred affirmed at 'AA-';
  -- Short-term debt affirmed at 'F1+'.

Wells Fargo Bank, NA

  -- Individual Rating downgraded to 'A/B' from 'A';
  -- LT IDR affirmed at 'AA';
  -- ST IDR affirmed at 'F1+';
  -- Support affirmed at '2';
  -- Support Floor affirmed at 'BBB-';
  -- Long-term deposits affirmed at 'AA+';
  -- Subordinated debt affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+'.

Wells Fargo Bank Northwest, NA

  -- Individual Rating downgraded to 'A/B' from 'A';
  -- LT IDR affirmed at 'AA';
  -- ST IDR affirmed at 'F1+';
  -- Support affirmed at '2';
  -- Support Floor affirmed at 'BBB-';
  -- Long-term deposits affirmed at 'AA+';
  -- Short-term deposits affirmed at 'F1+';
  -- Senior debt affirmed at 'AA'.

Wells Fargo Financial, Inc.

  -- LT IDR affirmed at 'AA';
  -- Senior debt affirmed at 'AA'.

Wells Fargo Capital II
Wells Fargo Capital Trust IV, VII, VIII, X, XI
InterWest Capital Trust I

  -- Preferred affirmed at 'AA-'.

Wells Fargo Financial Canada Corp.

  -- LT IDR affirmed at 'AA';
  -- ST IDR affirmed at 'F1+';
  -- Senior debt at affirmed 'AA';
  -- Short-term debt affirmed at 'F1+'.

WFC Holdings Corp.
  
  -- Subordinated debt affirmed at 'AA-'.

Greater Bay Bank, NA

  -- Individual Rating downgraded to 'A/B' from 'A';
  -- LT IDR affirmed at 'AA';
  -- ST IDR affirmed at 'F1+';
  -- Support affirmed at '2';
  -- Support Floor affirmed at 'BBB-';
  -- Long-term deposits affirmed at 'AA+';
  -- Short-term deposits affirmed at 'F1+'.

Greater Bay Bancorp, Inc.

  -- Senior debt affirmed at 'AA'.

In addition, Fitch places these ratings on Watch Negative:

Bank of America Corporation

  -- LT IDR 'AA'
  -- Long-term senior debt 'AA';
  -- Long-term subordinated debt 'AA-';
  -- Preferred Stock `AA-';
  -- Individual 'A/B'.

Bank of America N.A.

  -- LT IDR 'AA';
  -- Long-term deposits 'AA+';
  -- Long-term senior debt 'AA';
  -- Long-term subordinated debt 'AA-';
  -- Individual 'A/B'.

FIA Card Services N.A.

  -- LT IDR at 'AA';
  -- Long-term deposits 'AA+';
  -- Long-term senior debt 'AA';
  -- Long-term subordinated debt 'AA-'
  -- Individual 'A/B'.

MBNA Europe Bank Ltd.

  -- LT IDR 'AA';
  -- Long-term senior debt 'AA';
  -- Subordinated debt 'AA-';
  -- Individual Rating 'A/B'.

MBNA Canada Bank

  -- LT IDR 'AA';
  -- Long-term senior debt 'AA';
  -- Subordinated debt 'AA-'.

United States Trust Company N.A.

  -- LT IDR 'AA';
  -- Long-term deposits 'AA+';
  -- Long-term senior debt 'AA';
  -- Individual rating 'A/B'.

US Trust Co. of New York

  -- Long-term deposits 'AA+'.

Banc of America Securities Limited

  -- LT IDR 'AA'.

Banc of America Securities LLC

  -- LT IDR 'AA'.

B of A Issuance B.V.

  -- LT IDR 'AA';
  -- Long-term senior debt 'AA';
  -- Long-term subordinated debt 'AA-'.

Bank of America Georgia, N.A.

  -- Long-term IDR 'AA';
  -- Individual rating 'A/B'.

Bank of America Oregon, National Association

  -- LT IDR 'AA'.
  -- Individual 'A/B';

Bank of America Rhode Island, National Association

  -- LT IDR 'AA'.
  -- Individual 'A/B';

Bank of America California, National Association

  -- LT IDR 'AA';
  -- Individual 'A/B'.

LaSalle Bank N.A.

  -- LT IDR `AA';
  -- Long-term deposits 'AA+';
  -- Individual 'A/B'.

LaSalle Bank Midwest N.A.

  -- LT IDR `AA';
  -- Long-term deposits 'AA+';
  -- Individual 'A/B'.

LaSalle Bank Corporation

  -- LT IDR `AA';
  -- Individual at 'A/B'.

ABN Amro North America Holding Capital Funding LLC I - XIX

  -- Preferred stock 'AA-'.

ABN Amro North America Capital Funding Trust I - II

  -- Trust Preferred Stock 'AA-'.

BAC Capital Trust I - VIII

  -- Trust preferred securities 'AA-'.

BAC Capital Trust X - XV

  -- Trust preferred securities 'AA-'.

BankAmerica Capital II, III

  -- Trust preferred securities 'AA-'.

BankAmerica Institutional Capital A, B

  -- Trust preferred securities 'AA-'.

BankBoston Capital Trust III-IV

  -- Trust preferred securities 'AA-'.

Barnett Capital Trust III

  -- Trust preferred securities 'AA-'.

Fleet Capital Trust II, V, VIII, IX

  -- Trust preferred securities 'AA-'.

MBNA Capital A, B, D, E

  -- Trust preferred securities 'AA-'.

NB Capital Trust II, III, IV

  -- Trust preferred securities 'AA-'.

BankAmerica Corporation

  -- Long-term senior debt 'AA';
  -- Long-term subordinated debt 'AA-';
  -- Preferred stock 'AA-'.

BankBoston Corporation

  -- Subordinated debt 'AA-'.

Fleet National Bank

  -- Subordinated debt 'AA-'.

FleetBoston Financial Corp

  -- Subordinated debt 'AA-'.

MBNA Corp.

  -- Long-term senior debt 'AA';
  -- Long-term subordinated debt 'AA-'.

NationsBank Corp

  -- Long-term senior debt 'AA';
  -- Long-term subordinated debt 'AA-'.

NationsBank, N.A.

  -- Long-term senior debt 'AA'.

NCNB, Inc.

  -- Long-term subordinated debt 'AA-'.

LaSalle Funding LLC

  -- Senior notes 'AA'.

Citigroup Inc.

  -- LT IDR 'AA';
  -- Individual 'A/B';
  -- Senior unsecured 'AA';
  -- Subordinated/preferred 'AA-'.

Citigroup Funding Inc.

  -- LT IDR at 'AA';
  -- Senior unsecured 'AA'.

Citigroup Global Markets Holdings Inc.

  -- LT IDR 'AA';
  -- Senior unsecured 'AA';
  -- Subordinated 'AA-'.

Citibank NA

  -- LT IDR 'AA';
  -- Individual 'A/B';
  -- Long term deposits 'AA+'.

Citibank International PLC

  -- LT IDR 'AA'.

Citibank (South Dakota)

  -- LT IDR 'AA';
  -- Individual 'A/B';
  -- Long-term deposits 'AA+'.

Citibank Banamex USA

  -- LT IDR 'AA';
  -- Individual 'A/B'
  -- Subordinated 'AA-';
  -- Long-term deposit 'AA+'.

CitiFinancial Europe plc

  -- LT IDR 'AA';
  -- Senior unsecured 'AA';
  -- Senior shelf 'AA';
  -- Subordinated 'AA-'.

Citigroup Derivatives Services LLC.

  -- LT IDR 'AA'.

Citibank Canada

  -- LT IDR 'AA';
  -- Long-term deposits 'AA.

Egg Banking plc (UK)

  -- LT IDR 'AA';
  -- Senior unsecured 'AA';
  -- Individual 'C'
  -- Subordinated 'AA-'.

Nikko Cordial Corp.

  -- LT IDR 'AA';
  -- Individual 'C'

Nikko Cordial Securities

  -- LT IDR 'AA';
  -- Individual 'C'

Citibank Japan, Ltd.

  -- LT IDR 'AA';
  -- Local currency long-term IDR 'AA'.

Citigroup Capital III, IV, V, VI, VII, VIII, IX, X, XIV, XV, XVI,
XVII, XVIII, XIX, XX, XXI, XXIX, XXX, XXXI, XXXII,

  -- Preferred 'AA-'.

Adam Capital Trust II, III, Adam Statutory Trust I-V
  -- Preferred 'AA-'.

Commercial Credit Company

  -- Senior unsecured 'AA'.

Associates Corporation of North America

  -- Senior unsecured 'AA';
  -- Subordinated 'AA-'.

Fifth Third Bancorp

  -- LT IDR 'AA-';
  -- ST IDR 'F1+';
  -- Subordinated debt 'A+';

Fifth Third Bank (Ohio)

  -- LT IDR 'AA-';
  -- ST IDR 'F1+';
  -- Senior debt 'AA-';
  -- Subordinated debt 'A+';
  -- Long-term deposits 'AA';
  -- Short-term deposits 'F1+'.

Fifth Third Bank (Michigan)

  -- LT IDR 'AA-';
  -- ST IDR 'F1+';
  -- Subordinated debt 'A+';
  -- Long-term deposits 'AA';
  -- Short-term deposits 'F1+'.

Fifth Third Capital Trust IV, V, VI

  -- Preferred stock 'A+'.

SunTrust Banks, Inc.

  -- LT IDR 'A+';
  -- Senior debt 'A+';
  -- Subordinated debt 'A';
  -- Preferred stock 'A';

SunTrust Bank

  -- LT IDR 'A+';
  -- Long-term deposits 'AA-';
  -- Senior debt at 'A+';
  -- Subordinated debt at 'A';

SunTrust Capital I
SunTrust Capital III
SunTrust Capital VIII
SunTrust Capital IX
SunTrust Preferred Capital I

  -- Preferred stock 'A'.

National Commerce Capital Trust I

  -- Preferred stock 'A'.


* S&P's Auto Sector Ratings Unmoved by American Axle Work Stoppage
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the American Axle &
Manufacturing Holdings Inc. (BB/Negative/--) work stoppage, now in
its second week, does not yet affect auto sector ratings.  The
strike at American Axle's U.S. United Auto Workers plants has
already forced closure of many General Motors Corp. (GM;
B/Stable/B-3) plants, as well as plants of certain GM suppliers
other than American Axle.  GM suppliers Lear Corp.
(B+/Negative/--) and Tenneco Inc. (BB-/Stable/--) have laid off
workers.  The strike follows the expiration of the four-year
master labor agreement with American Axle.
      
"We still expect American Axle and the UAW to reach an agreement
that will reflect more competitive labor costs, but the timing is
unknown," said Standard & Poor's credit analyst Robert Schulz.  
The two sides resumed negotiations yesterday.
     
If S&P came to believe that the work stoppage would drag on more
than another week or so, S&P could place on CreditWatch the
ratings on GM, American Axle, and certain other suppliers that
depend heavily on GM production.  GM is the largest U.S.
automaker, so an extensive, prolonged strike by American Axle's
workers would create a large ripple effect through GM that would
touch most of the U.S. automotive industry, including smaller
suppliers.  The failure of small suppliers could, in turn, affect
larger suppliers that may have little direct exposure to GM.  In
addition, Chrysler LLC (B/Negative/--) is American Axle's second-
largest customer, after GM, so the strike could eventually reduce
production at Chrysler and affect some of Chrysler's suppliers
that may have little business with GM.
     
The ultimate cash impact for companies affected by the GM plant
closures will depend on how much production is made up after the
strike and on how much, if any, cash is used to assist smaller,
second- and third-tier suppliers.


* S&P Downgrades 77 Tranches' Ratings From 13 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 77
tranches from 13 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 69 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on six tranches and removed them from
CreditWatch negative.
     
The downgraded tranches have a total issuance amount of
$12.554 billion.  The ratings on five of the downgraded tranches
from one transaction remain on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.  This transaction has exposure to residential
mortgage-backed securities backed by first-lien Alternative-A
mortgage collateral; the ratings on approximately 40% of the
transaction's collateral pool are on CreditWatch negative.
     
Seven of these 13 transactions are mezzanine structured finance
CDOs of asset-backed securities, which are CDOs of ABS
collateralized in large part by mezzanine tranches of RMBS and
other SF securities.  Five of the 13 transactions are high-grade
SF CDOs of ABS, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.  The other transaction is a CDO of CDO transaction
that was collateralized at origination primarily by notes from
other CDOs, as well as by tranches from RMBS and other SF
transactions.
     
At the same time, S&P lowered its rating on one tranche from one
U.S. synthetic CDO transaction.  The U.S. synthetic tranche rating
is a retranche of a class of notes from a CDO of ABS transaction
whose ratings were recently lowered.  The downgraded tranche has a
total issuance amount of $1.800 million.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,336 tranches from 563 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, 1,085 ratings from 272 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $190.322 billion of CDO issuance.  
Additionally, S&P's ratings on $161.4373 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
   -----------          -----       --             ----
ACA ABS 2005-2 Ltd      A-1J        AA             AA+/Watch Neg
ACA ABS 2005-2 Ltd      A-2F        BBB+           A/Watch Neg
ACA ABS 2005-2 Ltd      A-2V        BBB+           A/Watch Neg
ACA ABS 2005-2 Ltd      A-3         BB+            BBB-/Watch Neg
ACA ABS 2005-2 Ltd      B           B+             BB-/Watch Neg
ACA ABS 2005-2 Ltd      Combo Secs  CCC+           B-/Watch Neg
Acacia Option ARM 1
CDO Ltd                 A-1J        BBB/Watch Neg  AAA/Watch Neg
Acacia Option ARM 1
CDO Ltd                 A-1S        BBB+/Watch Neg AAA/Watch Neg
Acacia Option ARM 1
CDO Ltd                 A-2         BBB-/Watch Neg AA/Watch Neg
Acacia Option ARM 1
CDO Ltd                 A-3         BB+/Watch Neg  A-/Watch Neg
Acacia Option ARM 1
CDO Ltd                 B           B+/Watch Neg   BBB-/Watch Neg
Armitage ABS CDO Ltd    A-1M        CCC            AAA/Watch Neg
Armitage ABS CDO Ltd    A-1Q        CCC            AAA/Watch Neg
Armitage ABS CDO Ltd    A-2         CC             A+/Watch Neg
Armitage ABS CDO Ltd    A-3         CC             CCC/Watch Neg
Belle Haven ABS CDO
2005-1 Ltd.             A-2         AAA            AAA/Watch Neg
Belle Haven ABS CDO
2005-1 Ltd.             B           AA             AA/Watch Neg
Belle Haven ABS CDO
2005-1 Ltd.             C           A              A/Watch Neg
Belle Haven ABS CDO
2005-1 Ltd.             D-1         BB-            BB+/Watch Neg
Belle Haven ABS CDO
2005-1 Ltd.             D-2         BB-            BB+/Watch Neg
Duke Funding X Ltd.     A-1         AA             AAA
Duke Funding X Ltd.     A-2         A-             AA/Watch Neg
Duke Funding X Ltd.     A-3         BBB-           A/Watch Neg
Duke Funding X Ltd.     B-1         BB             BBB/Watch Neg
Duke Funding X Ltd.     B-2         BB-            BBB/Watch Neg
Dutch Hill Funding
I Ltd.                  A-1B        AA-            AAA
Dutch Hill Funding
I Ltd.                  A-2L        BBB+           AAA/Watch Neg
Dutch Hill Funding
I Ltd.                  A-2X        BBB+           AAA/Watch Neg
Dutch Hill Funding
I Ltd.                  B           BB+            AA-/Watch Neg
Dutch Hill Funding
I Ltd.                  C           B              BBB/Watch Neg
Dutch Hill Funding
I Ltd.                  D-1L        CCC-           B+/Watch Neg
Dutch Hill Funding
I Ltd.                  D-1X        CCC-           B+/Watch Neg
Dutch Hill Funding
I Ltd.                  D-2         CC             B-/Watch Neg
Dutch Hill Funding
I Ltd.                  E           CC             CCC+/Watch Neg
Highridge ABS CDO
I Ltd                   A-1AD       CCC            AAA/Watch Neg
Highridge ABS CDO
I Ltd                   A-1AT       CCC            AAA/Watch Neg
Highridge ABS CDO
I Ltd                   A-2         CC             AA+/Watch Neg
Highridge ABS CDO
I Ltd                   A-3         CC             AA+/Watch Neg
Highridge ABS CDO
I Ltd                   B           CC             AA-/Watch Neg
Highridge ABS CDO
I Ltd                   C           CC             A/Watch Neg
Highridge ABS CDO
I Ltd                   D           CC             BB+/Watch Neg
Highridge ABS CDO I Ltd E           CC             CCC-/Watch Neg
Jupiter High-Grade
CDO V Ltd.              A-1         CCC            AAA/Watch Neg
Jupiter High-Grade
CDO V Ltd.              A-2         CCC-           AAA/Watch Neg
Jupiter High-Grade
CDO V Ltd.              B           CC             AA-/Watch Neg
Jupiter High-Grade
CDO V Ltd.              C           CC             BBB/Watch Neg
Jupiter High-Grade
CDO V Ltd.              D           CC             B+/Watch Neg
Lochsong Ltd.           A           BB             AAA/Watch Neg
Lochsong Ltd.           B           B-             AA/Watch Neg
Lochsong Ltd.           C           CCC-           A/Watch Neg
Lochsong Ltd.           D           CC             BBB/Watch Neg
Lochsong Ltd.           E           CC             BB+/Watch Neg
Lochsong Ltd.           S           AAA            AAA/Watch Neg
Lochsong Ltd.           Super Sr    BB+            AAA/Watch Neg
Maxim High Grade
CDO I Ltd               A1          B              AAA/Watch Neg
Maxim High Grade
CDO I Ltd               A2          CCC            AAA/Watch Neg
Maxim High Grade
CDO I Ltd               A3          CCC-           AAA/Watch Neg
Maxim High Grade
CDO I Ltd               A4          CC             AAA/Watch Neg
Maxim High Grade
CDO I Ltd               A5          CC             AAA/Watch Neg
Maxim High Grade
CDO I Ltd               B           CC             AA/Watch Neg
Maxim High Grade
CDO I Ltd               C           CC             AA-/Watch Neg
Maxim High Grade
CDO I Ltd               D           CC             A/Watch Neg
Maxim High Grade
CDO I Ltd               E1          CC             BBB/Watch Neg
Maxim High Grade CDO
I Ltd                   E2          CC             BBB/Watch Neg
Maxim High Grade
CDO I Ltd               Princ Nts   AAA            AAA/Watch Neg
Maxim High Grade
CDO II Ltd              A-1         B+             AAA/Watch Neg
Maxim High Grade
CDO II Ltd              A-2         CCC            AAA/Watch Neg
Maxim High Grade
CDO II Ltd              A-3         CCC            AAA/Watch Neg
Maxim High Grade
CDO II Ltd              A-4         CC             A+/Watch Neg
Maxim High Grade
CDO II Ltd              B           CC             A-/Watch Neg
Maxim High Grade
CDO II Ltd              C           CC             AA-/Watch Neg
Maxim High Grade
CDO II Ltd              D           CC             BB+/Watch Neg
Maxim High Grade
CDO II Ltd              E           CC             CCC-/Watch Neg
Maxim High Grade
CDO II Ltd              Notes       AAA            AAA/Watch Neg
Tasman CDO Ltd.         A1J         CCC            AAA/Watch Neg
Tasman CDO Ltd.         A1S         BB-            AAA/Watch Neg
Tasman CDO Ltd.         A2          CC             AA/Watch Neg
Tasman CDO Ltd.         A3          CC             A/Watch Neg
Tasman CDO Ltd.         B           CC             BBB/Watch Neg
Tasman CDO Ltd.         C           CC             BB+/Watch Neg
Zais Investment
Grade Ltd IX            B           A+             AA
Zais Investment
Grade Ltd IX            C           BBB-           A-/Watch Neg
Zais Investment
Grade Ltd IX            D           B+             BBB-/Watch Neg
Structured Investments
Corp. III               2007-3      CCC-           A

                    Other Outstanding Ratings

     Transaction                            Class      Rating
     -----------                            -----      ------       
     ACA ABS 2005-2 Ltd                     A-1S       AAA
     Armitage ABS CDO Ltd                   A-4        CC
     Armitage ABS CDO Ltd                   B          CC
     Armitage ABS CDO Ltd                   C          CC
     Belle Haven ABS CDO 2005-1 Ltd.        A-1        AAA
     Dutch Hill Funding I Ltd.              A-1A       AAA
     Zais Investment Grade Ltd IX           A-1        AAA
     Zais Investment Grade Ltd IX           A-2        AAA
     Zais Investment Grade Ltd IX           X          AAA


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (36)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Bare Escentuals         BARE       (132)         214       76
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (77)         213        0
IMAX Corp               IMAX        (77)         213        0
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (74)         183       39
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Entertn        LNET        (18)         709       18
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Netsuite Inc            N           (49)          56      (46)
Nexstar Broadcasting    NXST        (87)         708      (19)
NPS Pharm Inc           NPSP       (210)         361     (119)
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (113)       1,025       22
Sipex Corp              SIPX        (18)          44        2
Sirius  Satellite       SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (104)       3,211      779
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
UST Inc.                UST        (292)       1,461      446
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
WR Grace & Co.          GRA        (383)       3,871   (1,057)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***