TCR_Public/080312.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 12, 2008, Vol. 12, No. 61

                             Headlines

ABITIBIBOWATER INC: Commences Offers to Exchange 15% Senior Notes
ABITIBIBOWATER: S&P Assigns 'B-' Corp. Rating; Negative Outlook
AEGIS MORTGAGE: Wants Court to Extend Plan-Filing Period to June 8
ALCATEL-LUCENT: Inks Deal to Acquire ReachView Technologies
AMDL INC: Receives $1M in Private Offering of Common Shares

AMERICAN AXLE: Union Won't Accept Terms, Halts Labor Talks
AMERICAN LAFRANCE: Disclosure Statement Hearing Set Today
AMERICAN HOME: Continues to Accept Bids for Non-Performing Loans
AMERICAN HOME: BofA Wants to Sell $584MM of Mortgage Loans

AMERICAN HOME: Gets Court Approval of Indymac Settlement
AMERICREDIT CORP: Board Approves Appointment of Two New Directors
ANNA GARTRELL: Case Summary & Five Largest Unsecured Creditors
ARAMARK CORP: Fitch Holds and Withdraws 'B' Issuer Default Rating
ASCENDIA BRANDS: Daniel Platt Succeeds Michael Gross as Director

ASSET ACCEPTANCE: Amends Credit Deal to Permanently Waive Defaults
AVANTAIR INC: Inks Floor Plan Finance Pact with Midsouth Services
AVITAR INC: Sells $310,000 of 8.0% Secured Convertible Notes
BASIC ENERGY: S&P Lifts Corp. Rating to 'BB-' on Good Risk Profile
BEAR STEARNS: Moody's Lowers Ratings on 163 Tranches From 15 Deals

BEARINGPOINT INC: Dec. 31 Balance Sheet Upside Down by $469.2 Mil.
BENTLEY GROUP: To Close 120 Stores, Lay Off 520 Employees
BLB MANAGEMENT: Interest Payment Default Spurs Moody's Junk Rating
CAPRI CONDOMINIUM: Wants to Hire Burr & Forman as Special Counsel
CARIBBEAN RESTAURANTS: Moody's Pares Ratings to 'B3' From 'B2'

CASH TECHNOLOGIES: Unit Agrees to Acquire Turbocharger Assets
CATAPULT COMMS: Discloses Reduction in Global Workforce by 11%
CENTERSTAGING: Voluntary Chapter 11 Case Summary
CERADYNE INC: Board Approves Repurchase of $100 Mil. Common Stock
CSFB ABS: Realized Losses Spurs S&P's Rating Cuts on Two Classes

CHAMPION ENTERPRISES: Buys ModularUK with $4 Mil. Debt Assumptions
CHARLES RIVER: Moody's Changes Outlook to Stable; Retains Ratings
CHARTER COMMS: Moody's Holds Junk Ratings on Adequate Liquidity
CHARTER COMMS: S&P Changes Outlook to Neg on Liquidity Concerns
CHARTER COMMUNICATIONS: Plans to Borrow $275 Million in Term Loans

CHARTER COMMUNICATIONS: Plans to Issue $500 Mil. of 2nd Lien Notes
CHARYS HOLDING: Can Hire Richards Layton as Bankruptcy Co-Counsel
CHARYS HOLDING: Allowed to Hire Michael Brenner as Special Counsel
CHRYSLER LLC: Idles Facility in Delaware Due to Axle Labor Strike
COMPLETE PRODUCTION: S&P Upgrades Corporate Credit Rating to 'BB-'

COUNTRYWIDE FINANCIAL: FBI Digs Deep Into Evidence; Finds Errors
CREDIT SUISSE: Moody's Junks Ratings on Two Certificate Classes
CRUM & FORSTER: Strong Earnings Cues S&P's Positive Watch Listing
CSFB: Fitch Junks Ratings on Two Certificate Classes
CUNNINGHAM LINDSEY: S&P Alters Outlook to Stable; Holds B- Rating

DIOGENES CDO: $120 Mil. Notes Get Moody's Junk Rating
DLJ MORTGAGE: Fitch Holds 'BB+' Rating on Class B3 Certificates
DOUGLAS ARMSTRONG: Case Summary & Largest Unsecured Creditor
DIABLO GRANDE: Voluntary Chapter 11 Case Summary
DURA AUTOMOTIVE: Seeks $230 Mil. Financing to Execute Revised Plan

ENCYSIVE PHARMA: Regains Compliance Under Nasdaq's Listing Rules
ENESCO GROUP: Plan Confirmation Hearing Deferred to April 9
EPICOR SOFTWARE: S&P Withdraws Ratings Upon Company's Request
EVELYN DONALDSON: Case Summary & 15 Largest Unsecured Creditors
FAIRFAX FINANCIAL: S&P Designates Ratings on Positive CreditWatch

FEDDERS CORP: Wants Committee's $150 Million Lawsuit Denied
FESTIVAL FUN: Bond Repayments Cues Moody's to Withdraw All Ratings
FIRST FRANKLIN: Seven Classes of Certs. Gets S&P's Junk Ratings
FOCUS ENHANCEMENTS: Inks Pact for $6.5 M. Loan with Heritage Bank
FRANCIS LEE CO: Voluntary Chapter 11 Case Summary

GENCORP INC: Terry Hall Steps Down as Chief Executive Officer
GENCORP INC: Agrees with Steel Partners on Board Nominations
GENCORP INC: S&P Retains 'B+' Rating; Changes Outlook to Negative
GLOBAL MOTORSPORT: Has Approval to Sell Assets to Dae-II for $16MM
GPS INDUSTRIES: Obtains $3.0 Million Loan from Silicon Valley Bank

GRAHAM PACKAGING: Fitch Affirms Ratings with Stable Outlook
GSC CDO: Moody's Slashes Ratings on Deteriorating Credit Quality
H&E EQUIPMENT: Marginal Declines Cue Moody's To Hold 'B1' Ratings
HAVEN HEALTHCARE: Committee Can Hire Deloitte as Financial Advisor
HEARTLAND AUTO: BNC et al. Protest on $10 Million DIP Financing

IMMUNICON CORP: Cuts Staff by 40% to Mitigate Risks and Expenses
INDEPENDENCE COUNTY: S&P Chips Rating on $29.285 Mil. Bonds to BB-
KAYDON CORP: Moody's Keeps Low-B Ratings; Alters Outlook to Stable
LANCER FUNDING: Eroding Credit Quality Prompts Moody's Rating Cuts
LASALLE COMMERCIAL: Two Cert. Classes Obtains Moody's Junk Ratings

LAS VEGAS SANDS: Completes Sale of The Palazzo to General Growth
LEVITT AND SONS: Mechanic Lienholders' Dismissal Request Denied
LEVITT AND SONS: Wants to Employ Bilzin Sumberg as Tax Counsel
LIBERTY MEDIA: Board Approves Repurchase of Common Stock
LILLIAN VERNON: Taps Morris Nichols as Bankruptcy Counsel

LOUIS PEARLMAN: To Plead Guilty This Week for Fraud Allegations
LSI CORP: Inks Asset Purchase Agreement with Infineon Technologies
MAGNA ENT: Reports $42.9 Million Net Loss for 2007 Fourth Quarter
MANCHESTER INC: Gets Interim Ok to Employ Eric Liepins as Counsel
MERRILL LYNCH: Moody's Confirms Low-B Ratings on Six Cert. Classes

MERRILL LYNCH: Moody's Confirms Low-B Ratings on Three Classes
META HEALTH: To Sell Theramed Unit to Reduce Debt Load
META HEALTH: Shareholders to Review Rogan Buyout Offer on April 7
METHANEX CORP: Paying $0.14/Share Quarterly Dividend on March 31
METROPOLITAN MORTGAGE: Reaches Settlement with PwC, Receives $30MM

MICRON TECH: S&P Assigns 'BB-' Corporate Rating on Negative Watch
MONEYGRAM INT'L: Agrees to Amend Agreement with Investment Group
MORTGAGE ASSISTANCE: Inks Two Note Agreements for $600,000
NATIONAL CINEMEDIA: Dec. 27 Balance Sheet Upside Down by $572.4MM
NEWPARK RESOURCES: Buyer Seeks More Time to Arrange Financing

NEWPARK RESOURCES: Postponed Sale Won't Affect S&P's 'B+' Rating
NEW YORK UNITED: Judge Hardin Confirms Chapter 11 Liquidation Plan
NOMURA ASSET: Fitch Holds 'B-' Rating on $27.9MM Class B-6 Certs.
NRG ENERGY: Earns $104 Mil. For 2007 Fourth Quarter Ended Dec. 31
ORECK CORP: Debt Under $215MM Credit Pact Sold At Almost 50% Off

PEDRO'S OF BROOKFIELD: Case Summary & 20 Largest Unsec. Creditors
PHARMED GROUP: Exclusive Plan Filing Period Extended to April 25
PILGRIM'S PRIDE: Sells Pennsylvania Facility & Exits Turkey Biz
PLASTECH ENGINEERED: Court Okays Allard & Fish as Local Counsel
PLASTECH ENGINEERED: Wants JCI Contractual Disputes Resolved

PLASTECH ENGINEERED: Wants Non-cooperating Vendors Summoned
PLASTECH ENGINEERED: Wells Fargo Seeks Equipment Lease Payments
PNM RESOURCES: Fitch Cuts Issuer Default to BB+ from BBB-
POWERLINX INC: Inks Asset Purchase Agreement with Zone Defense LLC
PRB ENERGY: Wants to Access PRB Funding's $300,000 Loan Facility

PRIMARY ENERGY: Posts $21.0MM Net Loss for Year 2007 Ended Dec. 31
QUEBECOR WORLD: Court OKs Rejection of Banc of America Lease Pact
QUEBECOR WORLD: Court Approves Creditor Information Protocol
QUEBECOR WORLD: Can Pay Non-Employee Sales Brokers' Commissions
RAMP SERIES: 18 Tranches Acquire Moody's Rating Downgrades

RH DONNELLEY: Moody's Holds Ratings; Revises Outlook to Negative
SHARON DE EDWARDS: Case Summary & 20 Largest Unsecured Creditors
SHARPER IMAGE: Gets Authority to Obtain $60,000,000 DIP Financing
SILVER MARLIN: Moody's Junks Rating on $21.5 Mil. Notes From 'Aa2'
SILVER STATE: Owner Fails to Appear at Tuesday's Hearing

SIRVA INC: Triple Net to Appeal Order Allowing $150M DIP Financing
SIRVA INC: Triple Net to Appeal Approval of Claims Payment Order
SIX FLAGS: Stockholders' Deficit Rises to $252 Mil. at December 31
SOLOMON DWEK: 56 Residential Homes to Be Sold on April 2
SOLOMON TECH: Agrees to Accelerate Debentures Held by Harborview

SOLUTIA INC: Inks Amended Monsanto and Retiree Agreements
SOLUTIA INC: Issues New Common Stock Under Confirmed Plan
SOLUTIA INC: Terminates Pre-Emergence Stock and Select Deals
SPECTRUM BRANDS: Inks Standstill Agreement with Harbinger Capital
SPENCER ARRINGTON: Case Summary & Eight Largest Unsec. Creditors

STEEL DYNAMICS: Board Authorizes Two-For-One Common Stock Split
STRUCTURED ASSET: Nine Tranches Acquire Moody's Junk Ratings
TEQUESTA CAPITAL: Facing Liquidation After Missing Margin Calls
TLC VISION: Shareholder Joffe Endorses Himself as Board Nominee
TOUSA INC: Bigwater Partners Balk at $135MM DIP Financing

TOUSA INC: Gets Court Permission to Continue to Sell Homes
TOUSA INC: Court Approves Berkowitz Amended Employment Agreement
TOUSA INC: Court Approves Sale of Note to PRN for $13,500,000
TPF GENERATION: S&P Keeps 'BB-' Rating on $1.15BB Sr. Facilities
TRICOM SA: Wants to Employ Squire Sanders as Dominican Counsel

TRICOM SA: Seeks Court Authority to Hire Sotomayor as Auditors
TRICOM SA: Reports 19 Largest Unsecured Creditors; List Amended
TRUMAN CAPITAL: Two Cert. Classes Get S&P's Rating Cuts on Losses
TWL CORP: To Merge Newly Acquired Divergent with Unit
UNIVISION COMMS: Moody's Keeps B1 Ratings; Gives Negative Outlook

US STEEL: Unit Backs Out From Talks to Sell Wabush Mine Stake
USG CORP: Enough Cushion on Liquidity Cues S&P to Hold BB+ Rating
VITESSE SEMICONDUCTOR: To Complete Audit in Second Quarter 2008
WCI COMMUNITIES: Sees at Least $410,000,000 4th Qtr Pre-Tax Loss
WELLCARE HEALTH: Appoints O'Neill as SVP, Gen Counsel & Secretary

WELLCARE HEALTH: 10 Units File Health Reports with State Agencies
WICKES FURNITURE: Landlords Complain Over Erroneous Lease Notices
WOLFE PLUMBING: Case Summary & 20 Largest Unsecured Creditors
WORNICK CO: Ad Hoc Committee, Sopakco Object Sale Bid Procedures
WR GRACE: To Pay $250 Million for Cleanup of Asbestos in Montana

ZIFF DAVIS: Seeks Authority to Use Noteholders' Cash Collateral
ZIFF DAVIS: Seeks April 21 Extension of Schedules Filing Deadline
ZIFF DAVIS: Seeks Permission to Pay Prepetition Wages & Benefits
ZIFF DAVIS: Wants Utility Companies Barred from Halting Services

* S&P Downgrades 87 Tranches' Ratings From 15 Cash Flows and CDOs
* S&P Ratings on 95 Classes From 89 RMBS Deals Tumbles to 'D'
* Fitch Says Student Loan Trust Still Resilient Despite Disruption

* Banks Still Cautious on Hedge Fund Debts Despite U.S. Backing

* Kilpatrick's Subprime Team Adds White Collar Crime Lawyers
* Upcoming Meetings, Conferences and Seminars

                             *********

ABITIBIBOWATER INC: Commences Offers to Exchange 15% Senior Notes
-----------------------------------------------------------------
AbitibiBowater Inc. commenced private offers to exchange notes in
a private placement for a combination of cash and new 15% Senior
Notes due 2010 to be issued by Abitibi-Consolidated Company of
Canada.

Old notes include:

   -- 6.95% Senior Notes due 2008 of Abitibi-Consolidated Inc., a
      subsidiary of ABH;
   -- 5.25% Senior Notes due 2008 of ACCC, a subsidiary of
      ACI; and
   -- 7.875% Senior Notes due 2009 of Abitibi-Consolidated Finance
      L.P., a subsidiary of ACI.
    
The exchange offers are being made only to qualified institutional
buyers and institutional accredited investors inside the United
States and to certain non-U.S. investors located outside the
United States.

Each exchange offer will expire at 11:59 p.m., New York City time,
on April 4, 2008, unless extended.  Eligible holders who validly
tender and do not withdraw their old notes on or prior to
5:00 p.m., New York City time, on March 26, unless extended, will
also receive additional cash payments in lieu of a portion of the
new notes.

The cash to be paid and principal amount of new notes to be issued
to eligible holders for each $1,000 principal amount, or principal
amount at maturity, as applicable, of old notes accepted in
exchange well as the cash to be paid to eligible holders who
validly tender their old notes on or prior to the consent payment
deadline.

The company is also soliciting consents to amend the supplemental
indentures governing the old notes and agreement from the holders
of the old notes not to exercise any remedies under the old notes
or their respective supplemental indentures until April 8, 2008.

Consideration per $1,000 principal amount of old notes exchanged

   Title of old notes to be exchanged: 6.95% Senior Notes due
2008                                  
   CUSIP No.: 003924AA5     

   Aggregate Principal Amount Outstanding:$195,612,000

   If Tendered by the Consent payment Deadline
      Principal Amount of new notes to be issued: $500
      Cash Payment: $500   

   If Tendered after the Consent payment Deadline
      Principal Amount of new notes to be issued: $600
      Cash Payment: $400


   Title of old notes to be exchanged: 5.25% Senior Notes due 2008
   CUSIP No.: 003669AB4   

   Aggregate Principal Amount Outstanding: $150,000,000   

   If Tendered by the Consent payment Deadline
      Principal Amount of new notes to be issued: $500   
      Cash Payment: $500   

   If Tendered after the Consent payment Deadline
      Principal Amount of new notes to be issued: $600   
       Cash Payment: $400


   Title of old notes to be exchanged: 7.875% Senior Notes due  
                                       2009
   CUSIP No.: 003672AA0   

   Aggregate Principal Amount Outstanding: $150,000,000   

   If Tendered by the Consent payment Deadline
      Principal Amount of new notes to be issued: $750   
      Cash Payment: $250   

   If Tendered after the Consent payment Deadline
      Principal Amount of new notes to be issued: $850   
      Cash Payment: $150

The purpose of these private exchange offers is to improve ABH's
financial flexibility by extending the maturities of its overall
indebtedness and reducing the amount of its outstanding
indebtedness with maturities in 2008 and 2009.

Tendered old notes may be validly withdrawn at any time prior to
5:00 p.m., New York City time, on March 26, 2008.  Old notes
tendered after the consent payment deadline may not be withdrawn.

Each of the exchange offers is conditioned upon, among other
things, there being validly tendered and not withdrawn prior to
the expiration of the exchange offers at least 90% principal
amount of each series of old notes tendered into the exchange.

ACCC will enter into a registration rights agreement pursuant to
which it will agree to file an exchange offer registration
statement with the Securities and Exchange Commission with respect
to the new notes.

The new notes will be senior unsecured obligations of ACCC, and
will be guaranteed by ACI and ACF, ranking equal in right of
payment with old notes not tendered in the exchange offers.  The
new notes will mature on July 15, 2010, and will bear interest at
a rate per annum equal to 15%.  Interest on the new notes will be
payable on July 15 and January 15 of each year, beginning on
July 15, 2008.

The other terms of the new notes will be substantially similar to
the terms of the 5.25% Senior Notes due 2008 of ACCC, except that
the new notes will be guaranteed by ACI and certain subsidiaries
and affiliates of ACI.  The new notes have not been and will not
be registered under the Securities Act or any state securities
laws, may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements, and will therefore be subject to substantial
restrictions on transfer.

                    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 the ratings of AbitibiBowater Inc. and
subsidiaries as: Abitibi-Consolidated Inc.; IDR to 'CCC' from
'B-'; senior unsecured debt to 'CCC/RR4 from 'B-/RR4'; secured
revolver to 'CCC+/RR3' from 'B/RR3'.  Bowater Incorporated: IDR to
'CCC' from 'B-'; senior unsecured debt to 'CCC/RR4' from 'B-/RR4';
secured revolver to 'B/RR1' from 'BB-/RR1'.  Bowater Canadian
Forest Products Inc.: IDR to 'CCC' from 'B-'; senior unsecured
debt to 'B-/RR2' from 'B+/RR2; secured revolver to 'B/RR1' from
'BB-/RR1'.  All ratings have been placed on rating watch negative.


ABITIBIBOWATER: S&P Assigns 'B-' Corp. Rating; Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to recently formed, Montreal-based
AbitibiBowater Inc.  The outlook is negative.      

AbitibiBowater is the parent company of Abitibi-Consolidated Inc.   
and Bowater Inc., which continue to operate as its subsidiaries.     
S&P also lowered the long-term corporate credit and senior
unsecured debt ratings on both subsidiaries to 'B-' from 'B', and
placed Abitibi-Consolidated on CreditWatch with negative
implications.  The outlook on Bowater is negative.
     
"The CreditWatch placement on Abitibi-Consolidated reflects our
uncertainty that parent AbitibiBowater will be able to complete
its recently announced refinancing plan in time to address more
than US$1 billion in upcoming debt maturities and bolster
liquidity, given current credit market conditions," said Standard
& Poor's credit analyst Jatinder Mall.  "We are not placing the
ratings on AbitibiBowater and Bowater on CreditWatch as the
current capital structure does not allow for movement of cash
flows from Bowater to Abitibi-Consolidated, or vice versa, and
there are no cross default triggers between the two subsidiaries,"
Mr. Mall added.
     
The ratings reflect AbitibiBowater's participation in the
declining newsprint market, a highly leveraged capital structure,
liquidity concerns, and weak cash flow generation. These risks are
partially offset by its leading market position in the newsprint
market and expectations that synergies and high-cost mill closures
could lead to improved profitability.  AbitibiBowater is the
largest newsprint producer in North America with annual capacity
of about 5.3 million metric tons. The company also produces coated
and uncoated paper, pulp, and wood products. It has 27 pulp and
paper, and 35 wood product facilities in Canada, the U.S., South
Korea, and the U.K.
     
S&P will monitor the developments of AbitibiBowater's refinancing
plans in order to resolve the CreditWatch on Abitibi-Consolidated.   
S&P could lower the ratings on Abitibi-Consolidated if it is
unable to meet its maturing debt obligations.
     
The negative outlook on both AbitibiBowater and Bowater reflects
weak market conditions for the newsprint and lumber business
segments and the significant challenges the companies face in
rationalizing production capacity to meet deteriorating demand.  
S&P could lower the ratings on both the parent and subsidiaries if
newsprint and lumber prices and demand decline severely and the
merged company is unable to realize synergies and reduce debt as
stated.  An upgrade, although unlikely, would require meaningful
deleveraging of the company's balance sheet.


AEGIS MORTGAGE: Wants Court to Extend Plan-Filing Period to June 8
------------------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend to (i)
June 8, 2008, the period during which they have the exclusive
right to file a Chapter 11 plan, and (ii) Aug. 7, 2008, the period
during which they have the exclusive right to solicit acceptances
of that plan.

Pursuant to Del.Bankr.LR 9006-2, the Exclusive Plan Filing Period
is automatically extended until the conclusion of the hearing on
the Debtors' request.  The Court will convene a hearing on
April 14, 2008, at 10:30 a.m., Eastern Time, to consider the
requested 90-day extensions.

Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, says that the brief extension
will further the intent of Section 1121 of the Bankruptcy Code,
which gives the Debtors opportunity to negotiate with their
creditors and to propose and confirm a consensual plan.  

Mr. Cairns says the request is appropriate since the Debtors met
the requirements for a valid extension.  He argues that:

   (1) the Debtors' cases involved the liquidation of the assets
       of a company engaged in complex financial transactions;

   (2) the Debtors are generally paying their postpetition
       obligations as they become due;

   (3) the Debtors have acted in good faith to maximize the
       value of estates for the creditors' benefits and they
       continue to expeditiously move their cases forward; and

   (4) the extension is not sought to pressure creditors.

Deadline to submit objections to the Exclusivity Motion is on
April 7, 2008 at 4:00 p.m., Eastern Time.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan   
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan of reorganization expires
on April 9, 2008.

(Aegis Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ALCATEL-LUCENT: Inks Deal to Acquire ReachView Technologies
-----------------------------------------------------------
Alcatel-Lucent signed an agreement to acquire ReachView
Technologies, a service assurance consulting and integration firm
in North America.  The financial terms of the agreement are not
being disclosed.

The company relates that upon completion this acquisition will
enhance Alcatel-Lucent's current professional services consulting
practice, specifically, OSS/BSS and software integration, enabling
the company to deliver advanced service assurance solutions to
carriers and industry and public sector customers.

"Communications service providers are looking for advanced
services assurance solutions, and by acquiring ReachView, Alcatel-
Lucent will be able to more quickly meet that need," said Andy
Williams, president of Alcatel-Lucent's Services business.  "The
skills of ReachView complement our own service assurance
competence centers.  Together we will be able to offer carriers
the premier consulting and integration expertise they are looking
for, no matter where they are located."

"Carriers and large enterprises have complex networking, services
and business challenges, and they are looking for a partner that
can help them with their operations requirements," said Ian
Bresnahan, ReachView's chief executive officer.  

"ReachView is excited to be joining Alcatel-Lucent to offer
customers our expertise in delivering quality of service and
service assurance solutions, Mr. Bresnahan added.  "Our combined
skills, knowledge, network expertise and access to multi-vendor
labs, will give us a competitive advantage in taking on very large
and complex transformation projects."

Mr. Bresnahan and the two other principle partners, Todd Cochran
and Josh Shipman, of ReachView will continue with Alcatel-Lucent
after the acquisition.

Alcatel-Lucent's service assurance solution provides tools to
ensure that end-user services provided by a carrier or enterprise
are continuously available and performing to service level
agreements and quality of service performance levels.  The tools
monitor performance, availability and quality of experience,
detect possible failures while at the same time assess services
and impact on the user experience.

Alcatel-Lucent related that with ReachView it will be able to
provide a total consulting practice that will help operators
isolate, prioritize and resolve network & server issues faster,
through root cause isolation and resolution management.  These
solutions are tailored to match each operator's operational and
business process environment.

According to the company, integrating a solution into an
operator's network, taking into consideration existing systems,
service definitions and adapting to the carrier's processes is a
unique competency of the combined companies.

The closing, which is subject to the satisfaction of certain
conditions, is expected to be April 1, 2008.  

                    About ReachView Technologies

Headquartered in Atlanta and Dallas, ReachView Technologies --  
http://www.reachview.com/-- specializes in best practices around  
service assurance and performance management consulting,
technology solutions and integration.  For service providers and
enterprise customers, reachview technologies mission is to provide
its clients with solutions that assure quality service delivery to
their customers.  The company has approximately 85 employees.

                     About Alcatel-Lucent
  
Headquartered in Paris, Alcatel Lucent -- http://www.alcatel-  
lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that
enable service providers, enterprises and governments, to deliver
voice, data and video communication services to end users.  It
offers end-to-end solutions that enable communications services
for residential, business and mobile customers. It has operations
in more than 130 countries Alcatel-Lucent is organized around
three business groups and four geographic regions.  The Wireless,
Wireline and Convergence groups, which make up the Carrier
Business Group, are dedicated to serving the needs of the world's
service providers.  The Enterprise Business Group focuses on
meeting the needs of business customers.  The Services Business
Group designs, deploys, manages and maintains networks worldwide.
The Company's geographic regions are Europe and North, Europe and
South, North America, and Asia-Pacific.

                           *     *     *

Moody's Investor Service placed Alcatel-Lucent's probability of
default rating at 'Ba2' in March 2007.  The rating still holds
to date with a stable outlook.


AMDL INC: Receives $1M in Private Offering of Common Shares
-----------------------------------------------------------
AMDL Inc. disclosed Friday that it conducted the second closing of
a combined private offering under Regulation D and Regulation S of
323,626 shares of common stock and warrants to purchase 161,813
shares of common stock, receiving $1,000,004 in aggregate gross
proceeds from the sale.  

In the first closing on Dec. 24, 2007, the company generated net
proceeds of approximately $5,433,000, in a private unit offering
of 2,007,508 shares of common stock and warrants to purchase
1,003,755 shares of common stock.

In the second closing, the shares of AMDL common stock were sold
at $3.09 per share to one purchaser and the company issued to the
purchaser warrants to purchase 161,813 shares at an exercise price
of $4.74 per share.  All of the shares sold and warrants isssued
in the second closing to the purchaser were at the same price and
on the same terms as the shares and warrants issued in the first
closing of the offering.

In connection with the offer and sale of securities to the
purchaser in the second closing, the company relied on the
exemption from registration provided by Section 4(2)and Regulation
D of the Securities Act of 1933, as amended.  The investor was
introduced to the company by a finder who received a fee of
$100,000 for introducing the investor.

In connection with the offering, the company agreed to file a
registration statement with the Securities and Exchange Commission
on Form S-3 covering the secondary offering and resale of the
shares and the warrant shares sold in the offering.  The
registration statement was filed on Feb. 27, 2008, and included
all of the shares and warrant shares issued in the first closing
and the shares to be issued in the second closing as the purchaser
had been identified by that time.

In addition, the company agreed that if the registration statement
was not declared effective on or before the earlier of (i) the
120th day following the closing of the offering or (ii) the date
which is within five (5) business days after the date on which the
SEC informs the company in writing (a) that the SEC will not
review the registration statement, or (b) that the company may
request acceleration of the registration statement, then the
company would be obligated to issue as "liquidated damages" to
each purchaser, additional warrants in an amount equal to 1.5% of
the warrant shares issuable on exercise of warrants issued to each
purchaser for each 30 day period during which such failure to be
declared effective had occurred and is continuing, up to a maximum
of a total of six percent (6%) of the number of warrant shares
issuable to each purchaser in the offering.

                         About AMDL Inc.

Based in Tustin, California, AMDL Inc. (AMEX: ADL) --
http://www.amdl.com/-- together with Jade Pharmaceutical Inc.,   
engages in the development, manufacture and marketing of
proprietary pharmaceutical and diagnostic products.  Through its
Jade subsidiaries, AMDL Inc. currently holds licenses for 133
products that are manufactured as large volume injection fluids,
tablets and other related products.  It currently manufactures
over 20 key generic, over the counter and supplemental
pharmaceutical products under certified Chinese Good Manufacturing
Practice (CGMP) standards.

The company's near and long-term operating strategies focus on (i)
obtaining Food and Drug Administration and China's State Food and
Drug Administration approval for its proprietary diagnostic tumor-
marker test kit DR-70(R), (ii) seeking a large pharmaceutical
partner for its combination immunogene therapy technology, (iii)
increasing sales of JPI's existing products and expanding JPI's
distribution networks, (iv) funding the research and development,
licensing and/or purchase of new products, and (v) wholesale
distribution to retail stores known as "Jade Healthy
Supermarkets."

                          *     *     *
                       
Corbin & Company LLP, in Irvine, Calif., expressed substantial
doubt about AMDL Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's significant operating losses and negative cash flows
from operations through Dec. 31, 2006, and accumulated deficit at
Dec. 31, 2006.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
during the nine months ended Sept. 30, 2007, the company generated
aggregate net revenues of $9.65 million, compared to $54,105 in
the same period in 2006.  The company's net loss was
$2.67 million, as compared to a net loss of $2.57 million for the
nine months ended Sept. 30, 2006.


AMERICAN AXLE: Union Won't Accept Terms, Halts Labor Talks
----------------------------------------------------------
American Axle & Manufacturing Holdings Inc. and the United Auto
Workers union representatives have ceased negotiations yesterday
after a bargaining that lasted three days failed to produce
results, Terry Kodrosky and Neal Boudette of The Wall Street
Journal report.  Union officials weren't happy with the terms
proposed by the auto parts company.  The talks would have resolved
the two-week old protest of the 3,650 employees at master-contract
plants in Michigan and New York.  

American Axle, which earned $37 million on $3.25 billion sales in
2007, wants a deal like those UAW gave General Motors Corp., Ford
Motor Co., Chrysler LLC, and parts makers Delphi Corp. and Dana
Corp., insisting that cutting labor costs is essential to be
competitive, The Associated Press relates.  The auto parts
supplier is asking the union to approve $20 to $30 hourly wage
cuts from $73 per hour to $27 per hour, arguing that its original
U.S. locations incurred losses for three years.

WSJ says no one is certain if talks would resume today.

As reported in the Troubled Company Reporter on Feb. 27, 2008,
UAW union president Ron Gettelfinger and Vice President James
Settles disclosed that members at American Axle began an unfair
labor practices strike at 12:01 a.m. on Feb. 26, 2008, following
expiration of a four-year master labor agreement, which expired at
11:59 p.m., Feb. 25, 2008.

GM has about 29 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.

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

                          *     *     *

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


AMERICAN LAFRANCE: Disclosure Statement Hearing Set Today
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing today at 10:00 AM to consider the adequacy of the
Disclosure Statement explaining American LaFrance, LLC's Plan of
Reorganization.

American LaFrance delivered to the Court a Plan of Reorganization
and supporting Disclosure Statement on February 3, 2008.  The
Plan contemplates satisfaction in full of all senior secured
debt, administrative claims, and priority claims.

Only the Official Committee of Unsecured Creditors has filed an
objection to the ALF Plan and Disclosure Statement, asserting
that the Plan is unconfirmable.

Judge Brendan Linehan Shannon originally scheduled the Disclosure
Statement hearing for March 3, and later adjourned it to March 10
at 2:00 p.m.

                   Creditors Committee Objects

The Official Committee of Unsecured Creditors of American LaFrance
has urged the Court to deny approval of any Disclosure Statement
at this stage of the Debtor's case.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, argues, that in filing the Debtor's Plan without any
prior discussion with non-insider creditors, Patriarch Partners
Agency Services is attempting to ram through an inequitable plan
process without any meaningful opportunity for creditor input.

Patriarch is the Debtor's insider lender.  Mr. Carignan contends
that prior to the Petition Date, "Patriarch replaced virtually
all of the Debtor's senior executives with persons employed by
Patriarch, then carefully crafted a proposed chapter 11 plan that
would perpetuate its complete control of the Debtor's assets and
wipe out over $57 million in unsecured claims."

Mr. Carignan asserts that the Debtor's Plan and Disclosure
Statement cannot be approved for these reasons:

   (1) The Plan is facially unconfirmable under Section 1129 of
       the Bankruptcy Code.

   (2) The Disclosure Statement does not contain "adequate
       information" as required by Section 1125 of the Bankruptcy
       Code.

   (3) The proposed Solicitation and Voting Procedures are not
       designed to permit impaired creditors to determine the
       outcome of the Plan.

   (4) The Debtor has failed to propose the Plan in good faith.

                 Non-Conformity to Section 1129

The Plan does not conform to Section 1129 because it contains
broad release provisions, which releases not only the Debtor but
also its prepetition lenders, Mr. Carignan argues.  "Such
releases are particularly offensive, where, as here, the parties
in interest have been denied any meaningful opportunity to
investigate the claims to be released."

Section 1123 of the Bankruptcy Court provides that a plan must
provide the same treatment for each claim or interest of a
particular class.  The Plan violates Section 1123, Mr. Carignan
adds, in that it depends on the affirmative vote of holders of
unsecured claims but provides that no Class 4 unsecured creditor
who votes to accept the Plan will be entitled to participate in
Plan distributions.  

"Ironically, then, the only unsecured creditors that will receive
a distribution under the Plan are those that vote against the
Plan, but those creditors will not have the benefit of a release
of preference liability that is enjoyed by creditors voting in
favor of the Plan," Mr. Carignan points out.

He notes that the Disclosure Statement also includes a
"Preference Election" provision that refers both to a waiver of
distribution rights and a shield from preference exposure.  It
seems that the option to take the preference election is only
available to creditors voting to approve the Plan, Mr. Carignan
relates.  "It is therefore apparent that the Debtor is attempting
to engineer confirmation by favoring creditors in Class 4 that
vote in favor of the Plan over dissenting creditors," he says.

The Committee emphasizes that the Plan and Disclosure Statement
should fully explain, pursuant to Section 1129(a)(5), whether,
and if so, why, the people operating the Debtor post-confirmation
will be appointees of Patriarch and Lynn Tilton similar to those
persons that operated the company prepetition.

The Committee also complains that it has not been afforded
sufficient time to determine the adequacy of the Debtor's
liquidation analysis, pursuant to Section 1129(a)(7).  However,
given the absence of any Lender lien on avoidance actions and the
possibility that the Committee's incipient investigation of
Patriarch could well yield a basis for recharacterization or
subordination of Patriarch's liens and claims, it is possible
that dissenting unsecured creditors would fair better in a
Chapter 7 liquidation, Mr. Carignan informs the Court.

The Committee cites that if the Class 4 General Unsecured
Creditors reject the Plan, the Plan cannot be confirmed because
it then would not satisfy Section 1129(a)(10).  That is because
Class 4 is the only class of non-insider claims that is impaired
under the Plan, according to Mr. Carignan.  Section 1129(a)(10)
requires that at least one impaired class under the plan must
accept the plan, without including acceptance by an insider.

The Plan provides that the Debtor will seek to cramdown the Plan
upon dissenting creditors in the event that one or more impaired
classes of creditors votes to reject the Plan.  The Committee
asserts that the Debtor's Plan cannot be "crammed down" as
currently proposed because it does not meet the "fair and
equitable" requirement of Section 1129(b).  Although
Class 4 unsecured creditors are impaired and will not receive
payment in full on account of their claims, the Debtor's equity
holders retain their interests under the Plan and will not be
impaired.  Thus, Section 1129(b) cram-down over the dissenting
vote of Class 4 will not be an option available to the Debtor,
Mr. Carignan points out.

                      Inadequate Information

Mr. Carignan emphasizes that the Disclosure Statement should be
denied because it lacks "adequate information:"

   * All of the information in the Disclosure Statement is
     suspect because the Debtor seeks its approval prior to non-
     insider entities having been afforded an adequate
     opportunity to scrutinize either Plan alternatives, or
     the accuracy and completeness of the information contained
     in the Disclosure Statement.

   * The Disclosure Statement does not adequately set forth the
     numerous insider connections among Debtor, management,
     secured lenders and equity owners.

   * The Debtor does not disclose the nature, scope or results of
     any  investigation it conducted into potential causes of
     action against parties to receive releases under the Plan,
     or the potential value of such claims.

   * The Debtor does not disclose the nature, scope or results of
     any investigation it conducted into potential causes of
     action to be retained by the Reorganized Debtor under the
     Plan, or the potential value of those claims.

   * The Disclosure Statement fails to apprise holders of Class 4
     Claims that the Plan cannot be confirmed without the
     affirmative vote of Class 4.

   * The Disclosure Statement fails to adequately disclose the
     aggregate amount of Class 4 Claims.

   * The Disclosure Statement fails to adequately identify and
     disclose the the Excluded Liabilities, and fails to apprise
     holders of Class 4 Claims of the likely value, if any, of
     the Trust Property that will be available for them under the
     Plan after payment of Excluded Liabilities.

   * The Disclosure Statement does not account for the
     possibility that the alleged liens and security interests of
     the Lenders may not extend to certain or any of the Debtor's
     assets, nor for the possibility that they may be
     recharacterized or otherwise subordinated.

   * The "best interests" analysis in the Disclosure Statement is
     inadequate because the liquidation analysis does not account
     for, among other things, Chapter 5 causes of action and
     claims against the Debtor's Lenders and insiders.

   * The Disclosure Statement is insufficient with respect to the
     preference election and the consequences of a vote by an
     unsecured creditor to approve the Plan.

                  Modify Solicitation Procedures

The Committee contends that if the Court is otherwise inclined to
allow the Plan process to move forward at this time, the
Voting and Solicitation Procedures must be modified so that all
unsecured creditors are entitled to vote the full amount of their
claims.

The Committee asserts that:

   -- The commencement of the Plan Solicitation and the Voting
      Deadline occurs far too soon.  It should be pushed back to
      shortly prior to the proposed confirmation date.

   -- The Debtor should not be permitted to mail solicitation
      packages until after the proof of claim bar date so that
      all entities that file proofs of claim will be provided
      with an adequate opportunity to vote.

   -- The Debtor's proposal that the only entities that will be
      sent a solicitation package are the holder of claims
      entitled to vote on the Plan, would permit the Debtor to
      disenfranchise entities with claims that enjoy a
      presumption of validity from participating in the
      confirmation process.

   -- The form of ballot the Debtor proposes is confusing,
      incomplete and should be revised.

   -- The form of ballot does not highlight the requirement that
      a creditor must provide trade credit to obtain the benefits
      of the preference waiver, and thus must be revised.

   -- The proposed solicitation package does not provide
      sufficient information to voters.  "The Debtor should be
      required to include in the solicitation package a separate
      cover letter prepared by the Committee, advising Class 4
      creditors of the committee's concerns regarding the Plan
      and urging creditors to vote against the Plan," Mr.
      Carignan maintains.               

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest      
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008.

American LaFrance LLC will pursue a sale of its business
operations in the event that the company's plan of reorganization
is not confirmed.  The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


AMERICAN HOME: Continues to Accept Bids for Non-Performing Loans
----------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
-- in consultation with the Official Committee of Unsecured
Creditors appointed in their cases -- will continue to accept
final bids with respect to their unencumbered non-performing loans
until March 25, 2008.

The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing March 27, 2008, to consider approval of the sale
of the Debtors' unencumbered non-performing loans.  The Debtors
anticipate the sale to close on March 28.

As reported in the Troubled Company Reporter on Feb. 13, 2008, the
Bankruptcy Court originally set 4:00 p.m., Eastern Time, on Feb.
26, 2008, as the final deadline for parties to submit a bid on
American Home's non-performing loans.

The Court authorized the sale of the Debtors' non-performing
loans, subject to higher and better offers for each pool of non-
performing loans, on Feb. 1, 2008.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: BofA Wants to Sell $584MM of Mortgage Loans
----------------------------------------------------------
Bank of America, N.A. -- agent of the lenders under American Home
Mortgage Investment Corp.'s Second Amended and Restated Credit
Agreement dated August 10, 2006, that were owed about
$1,104,550,000 as of the Debtors' bankruptcy filing -- intends to
sell the rights to 3,400 mortgage loans with outstanding
$584,000,000 that were pledged by the Debtors as collateral for
their prepetition loan.

Accordingly, Bank of America asks the U.S. Bankruptcy Court for
the District of Delaware to lift the automatic stay under Section
362(d)(1) of the Bankruptcy Code to allow it to market and sell
the loans and the servicing rights to those loans to protect the
Secured Lenders from further erosion of their collateral.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, tells the Court that the value of
the loans has "declined precipitously" due to the Debtors'
refusal to take steps to sell the BofA mortgage loans as soon as
possible.

Ms. Silverstein notes that since the Petition Date, the Debtors
have liquidated their assets systematically, except for the BofA
mortgage loans.  She points out that while Kevin Nystrom, the
Debtors' director of restructuring, has testified that the value
of many of the Debtors' assets are extremely volatile, the
Debtors still refused to sell the BofA mortgage loans, or provide
adequate protection to the Secured Lenders from diminution of the
value of their collateral.

The Debtors have said that they won't sell the BofA mortgage
loans until market conditions improve.  BofA, however, objects to
the game plan set by the Debtors, citing the Secured Lenders
should not be required to rely on the Debtors' "baseless
predictions" in a very unpredictable market.

                        Debtors Object

The Debtors object to Bank of America, N.A.'s request to outline
the appropriate legal standard for determining whether BofA, as
agent for certain secured lenders, has made its prima facie case
for "cause" to lift the automatic stay to effect the sale of the
mortgage loans valued at $584,000,000.

The Debtors assure the Court that and parties-in-interest that
the Debtors' rejection of BofA's proposed course of action with
respect to the mortgage loans at issue is not the result of
laziness, incompetence, reckless optimism, or leadership vacuum.

The Debtors point out that BofA has not provided evidence or even
alleged facts sufficient to establish "cause" to lift the stay.  

BofA's request is "chock-full of irrelevant accusations but is
silent as to critical elements of its case," James L. Patton,
Jr., Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington,
Delaware, argues.  As a result, he contends that it is difficult
for the Debtors to formulate a complete and meaningful response
to BofA's request.  

Mr. Patton also contends that the Debtors' rejection of BofA's
course of action regarding the mortgage loans is a result of the
deliberate exercise of the Debtors' business judgment, after
consideration of all relevant factors, including the current
market conditions.

Mr. Patton says that if the Court is inclined to lift the stay as
to the Mortgage Loans, the Court should decline BofA's invitation
to endorse any proposed plan of liquidation for those loans.  He
adds that what BofA does after receiving relief from the stay is
governed exclusively by non-bankruptcy law and is not a matter
for the Bankruptcy Court.

"If the Administrative Agent wishes to wrest the servicing of the
Mortgage Loans from AH Mortgage Acquisition Co., Inc. and
transfer servicing to its own designee pending a sale of the
Mortgage Loans for an unreasonably low price in a depressed
market, it must proceed at its own peril and at its own expense,"
the Debtors argue.

The Debtors reserve their rights to amend, modify, or supplement
the Objection based upon information obtained from BofA, or as a
result of subsequent developments.  The Debtors also reserve the
right to challenge the commercial reasonableness of any
disposition of the Mortgage Loans by BofA.

                      About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Gets Court Approval of Indymac Settlement
--------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
presented to the U.S. Bankruptcy Court for the District of
Delaware a settlement that will allow Indymac Bank F.S.B. to
proceed with an earlier agreement to occupy certain of the
Debtors' loan offices.

Pursuant to Sections 105(a), 363, 365 and 554 of the Bankruptcy
Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure,
the Debtors sought and obtained Judge Christopher Sontchi's
consent to:

   -- modify their letter agreement dated August 7, 2007, with
      Indymac;

   -- modify the terms of his prior order authorizing the
      assumption and assignment of certain real property leases
      and the sale of furniture, fixtures and equipment located
      at the premises to Indymac; and

   -- reject certain unexpired leases of nonresidential real
      property, effective February 29, 2008, and to abandon any
      property remaining at the rejected premises.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that in the days leading up
to the Petition Date, the Debtors were in contact with certain
entities in the mortgage industry that expressed an interest in
taking immediate control of the Debtors' production offices.

In the weeks prior to their bankruptcy filing, the Debtors
operated hundreds of leased loan production offices at locations
in 47 sates and the District of Columbia.  However, shortly after
filing for bankruptcy, the Debtors discontinued their loan
origination business and began liquidating their assets.

The Debtors and Indymac negotiated a potential sale of the office
leases.  The parties entered into the Letter Agreement, wherein
Indymac agreed and was bound to take assignment of, and assume
the liabilities under, 98 office leases and to purchase the
furniture, fixtures and equipment left by the Debtors at the
premises.  The Parties also entered into a license agreement,
which would allow Indymac to use the loan offices, until the time
of the closing of the sale or termination of the sale agreement.

The Debtors have stood ready to close the sale since Sept. 30,
2007, Mr. Patton says.  Indymac, however, asked for revisions to
the Letter Agreement to exclude 15 leases.  As a result, the
Debtors asked the Court to compel Indymac to comply with their
prior agreements, asserting Indymac stalled the sale by failing
to pay the $2,000,000 purchase price, among other things.

As a result to their latest negotiations, the Debtors agreed to
withdraw their request to enforce, and instead, seek the Court's
authority to modify the terms of the Letter Agreement to
exclude the 15 leases, but only upon these conditions and terms:

   -- Indymac must execute an Asset Purchase Agreement with the
      Debtors;

   -- The consummation of the transactions contemplated by the
      APA would take place in two phases:

       * the closing with respect to the office leases, with the
         exception of the Excluded Office Leases, and the sale of
         related office assets set February 22, 2008; and

       * the closing with respect to office leases that were not
         removed by the Court will be on March 3;

   -- Indymac agrees that it has the unequivocal obligation to
      perform its obligations with respect to the Phase II
      Closing, if the Court does not fully approve the Debtors'
      request to exclude certain leases by March 2;

   -- Upon execution of the APA, Indymac will deliver to
      Wilmington Trust Company, as escrow agent:

       * a deposit amounting to $168,499 for the estimated post-
         closing adjustments; and

       * additional deposit for $1,000,000 for the estimated
         indemnification expenses of the Debtors; and

   -- Upon approval of the request, the Letter Agreement will be
      modified to, among other things, provide that:

       * the Debtors immediately receive the Additional Deposit;

       * the Rejected Office Leases will be removed from the list
         of Office Leases to be assumed and assigned to Indymac;

       * the Rejected Office Leases are deemed rejected effective
         February 29, 2008; and

       * any FF&E not removed by Indymac prior to February 29,
         will be deemed abandoned.

The Debtors submit that the modifications to the Letter Agreement
represent a compromise between the Parties, and are reasonable
and in the best interest of the Debtors, the bankruptcy estates,
creditors and other parties-in-interest.  Mr. Patton notes that
upon approval of the request, the Debtors will receive a
guaranteed payment of approximately $3,000,000, which includes
the purchase price, and an additional $1,000,000 to cover any
damages related to the Debtors' rejection of the Rejected Office
Leases.

Absent Court-approval of the request to exclude the Rejected
Office Leases from the sale, the Debtors will still have received
a guaranteed payment of approximately $2,000,000, plus the
ability to draw on the Additional Deposit with respect to
Indymac's indemnity obligations.  Under either scenario, the
Debtors are receiving a significant cash infusion for the estates
and creditors, Mr. Patton points out.

After a hearing on the Parties' settlement, the Court approves:

  (i) The Phase I closing of the sale, and the assumption and
      assignment of 75 of 95 leases -- (i) seven leases were
      excluded because the leases expired prior to closing of the
      transaction, due to the leases expired prior to closing of
      the transaction and (ii) 13 leases were among the Excluded
      Office Leases;

(ii) the rejection of 13 of the Excluded Office Leases; and

(iii) Phase II Closing, on March 3, 2008, on the assumption and  
      assignment of the two remaining Excluded Leases to premises
      located at:

       -- 3053 Center Point Road, in Grand Rapids, Iowa, and
       -- 111 Pacifica, in Irvine, California.

The Court instructs Wilmington Trust, the escrow agent, to
distribute from the Additional Deposit (i) $393,593 to the
Debtors, and (ii) $606,407 to AH Mortgage Acquisition Co., Inc.,
payable upon and contingent on the Phase II Closing.

Counterparties to to the Rejected Leases are directed to submit
proofs of claim for damages arising from the rejection of their
leases by March 27, 2008.

                      About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICREDIT CORP: Board Approves Appointment of Two New Directors
-----------------------------------------------------------------
AmeriCredit Corp.'s board of directors approved the appointment of
Ian M. Cumming and Justin R. Wheeler as directors effective
immediately.  AmeriCredit's board now has nine directors.

Mr. Cumming is chairman of the board of directors of Leucadia
National Corporation, a diversified holding company engaged in a
variety of businesses including manufacturing, real estate
activities, medical product development and winery operations.  He
also serves as chairman of the board of directors of The FINOVA
Group Inc., a middle-market lender.

In addition, Mr. Cumming is a member of the board of directors of
Skywest Inc., a Utah-based regional air carrier, and HomeFed
Corporation, a real estate development company.  Mr. Cumming is a
graduate of Harvard Business School.

Mr. Wheeler is president of Leucadia National Corporation's Asset
Management Group and is a member of the board of directors of
International Assets Holding Corporation.  Mr. Wheeler holds
bachelor degrees in Finance and French from the University of Utah
and a master's degree in business administration from Brigham
Young University.

"We're delighted to add professionals of this caliber to our board
of directors," AmeriCredit chairman Clifton H. Morris Jr., said.
"They are both well respected, accomplished leaders with
outstanding experience, and I'm confident that our company and
shareholders will benefit greatly from their counsel and
knowledge."

                      About AmeriCredit

Based in Fort Worth, Texas, AmeriCredit Corp. (NYSE: ACF) --
http://www.americredit.com/-- is an independent automobile
finance company that provides financing solutions indirectly
through auto dealers and directly to consumers in the United
States and Canada.  AmeriCredit has over one million customers and
more than $16.0 billion in managed auto receivables.  The Company
was founded in 1992.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2008,
Standard & Poor's Ratings Services revised its outlook on
AmeriCredit Corp. to negative from stable.  At the same time,
Standard & Poor's affirmed its 'BB-' long-term counterparty credit
rating on AmeriCredit.


ANNA GARTRELL: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Anna Vakas Gartrell
        5214 Redwing Drive
        Alexandria, VA 22312

Bankruptcy Case No.: 08-11158

Chapter 11 Petition Date: March 9, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Kevin A. Lake, Esq.
                  Vandeventer Black, LLP
                  Eighth & Main Building
                  707 East Main Street, Suite 1700
                  P.O. Box 1558
                  Richmond, VA 23218-1558
                  Tel: (804) 237-8811
                  Fax: (804) 237-8801
                  klake@vanblk.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
IRS - Richmond Insolvency Groups Federal Income         $15,532
400 North 8th Street, Box 76     Tax and related
Stop room 898                    penalties
Richmond, VA 23240

Dare County Courts               Guardianship            $2,000
Attn: Bankruptcy Department      admin. fees and
962 Marshall Collins Drive       taxes

Gray & Lloyd, LLP                Professional            $1,500
3120 North Croatan Highway       Services
Suite 101
Kill Devil Hills, NC 27948

Alridge, Seawell, Spence &       Professional            $1,250
Felthousen                       Services

North Carolina Department of     possible income        Unknown
Revenue                          tax liabilities


ARAMARK CORP: Fitch Holds and Withdraws 'B' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed ARAMARK Corporation's ratings as:

  -- Long-term Issuer Default Rating 'B';
  -- $600 million revolving senior secured credit facility due
     2013 'BB-/RR2';

  -- $4.15 billion senior secured term loans due 2014 'BB-/RR2';
  -- $200 million senior secured synthetic letter of credit
     facility due 2014 'BB-/RR2';

  -- $1.78 billion senior unsecured notes due 2015 'B-/RR5';
  -- $250 million senior unsecured notes due 2012 'CCC+/RR6'.

The Rating Outlook is Stable.

Fitch has simultaneously withdrawn the IDR rating for ARAMARK
Services, Inc., which is no longer a debt issuing entity.

These rating actions affect approximately $6.0 billion of debt at
Dec. 28, 2007.

ARAMARK's ratings and Outlook incorporate its high financial
leverage, below average operating risk and Fitch's expectations
that credit statistics will remain at levels consistent with the
company's current ratings in the near term.  ARAMARK significantly
increased debt levels following its $8.6 billion management-led
leverage buy-out in 2007.  However, ARAMARK's strong global market
share in food service, entrenched position in the North American
uniform rental business and high customer retention rates provide
considerable and relatively stable on-going cash flow generation.

For the latest twelve month period ended Dec. 28, 2007, ARAMARK's
total debt-to-operating earnings before interest, taxes,
depreciation and amortization ratio was 5.8 times and its
operating EBITDA-to-gross interest expense ratio was 2.1x.  Total
adjusted debt-to-operating earnings before interest, taxes,
depreciation, amortization and rental expense, which accounts for
operating leases and balances outstanding under ARAMARK's
$250 million accounts receivable securitization program, was 6.3x.

During this same period, ARAMARK generated approximately
$500 million of cash flow from operations and $180 million of free
cash flow.  ARAMARK's funds from operations fixed charge coverage
ratio was 1.8x.  Although ARAMARK's debt obligations increased
considerably over the previous 12 month period, Fitch views its
credit protection measures as adequate for the current ratings
level.  Good liquidity, a proven ability to manage through various
economic cycles and a diversified customer base should help
mitigate any negative ramifications from above average food cost
inflation and a slowing U.S. economy.

ARAMARK is in compliance with all of its debt covenants.  The most
significant financial covenant in ARAMARK's bank facility is a
maximum consolidated secured debt ratio of 5.875x through
March 31, 2008, stepping down to 4.25x by Dec. 31, 2013.  At
Dec. 28, 2007, the actual ratio was 3.86x, leaving the company
significant cushion under this agreement.  ARAMARK's ability to
incur additional debt and make restricted payments is limited by a
minimum interest coverage ratio of 2.0x.  At Dec. 28, 2007, the
actual ratio was 2.1x.

The recovery ratings for ARAMARK's debt consider bondholder
recovery in a distressed situation.  Given assumptions regarding
the company's enterprise value as a going concern, Fitch
anticipates 71%-90% or superior recovery for ARAMARK's first
priority secured bank debt and 11%-30% or below average recovery
for its 8.5% and floating rate unsecured notes due 2015.  
Conversely, the recovery rating for ARAMARK's 5% unsecured notes
due 2012 has been notched lower at 'RR6' to reflect their
subordinate position in the company's capital structure and
Fitch's expectation that recovery for these bondholders would be
negligible in a financial restructuring.  Unlike the 2015 notes,
which are fully and unconditionally guaranteed by substantially
all of the companies domestic material subsidiaries, the 2012
notes are only guaranteed by ARAMARK and its holding company.


ASCENDIA BRANDS: Daniel Platt Succeeds Michael Gross as Director
----------------------------------------------------------------
Ascendia Brands Inc. appointed Daniel Platt as director of the
company, succeeding Michael J. Gross, who resigned effective
Feb. 21, 2008.

Mr. Platt, age 35, has been employed by Prentice Capital
Management LP since May 2006.  His responsibilities at Prentice
Capital include sourcing acquisition targets, structuring debt and
equity for full or partial acquisitions, and oversight of debt
financings for Prentice Capital's portfolio.

Mr. Platt also sits on the board of directors of certain of
Prentice Capital's portfolio companies.  Prior to joining Prentice
Capital, Mr. Platt was employed by Banc of America Securities
Consumer & Retail Division where his responsibilities included
originating new business, structuring transactions, leading
underwritings and portfolio management.  Prior to joining Banc of
America in 1999, Mr. Platt held various positions with May
Department Stores.

Mr. Platt received his B.A. in Finance with a minor in Japanese
from the University of Massachusetts in Amherst.

Headquartered in Hamilton, New Jersey, Ascendia Brands Inc.
-- http://www.ascendiabrands.com/-- is a leader in the value and
premium value segments of the health and beauty care products
sector.  In November 2005, Ascendia expanded its range of product
offerings through the acquisition of a series of brands, including
Baby Magic(R), Binaca(R), Mr. Bubble(R) and Ogilvie(R), and in
February 2007 it acquired the Calgon(TM)* and the healing
garden(R) brands.  The company operates two manufacturing
facilities, in Binghamton, New York, and Toronto, Canada.

                 Senior Lenders Waive Default

As reported in the Troubled Company Reporter on Jan. 3, 2008,
Ascendia Brands Inc. reached agreement with its senior lenders
to restructure $160 million first and second lien debt facilities.  
Under the agreement, Ascendia's senior lenders will waive certain
existing covenant defaults and adjust financial covenant levels
through the end of Ascendia's fiscal year ending Feb. 28, 2009.

The TCR reported on Dec. 17, 2007 that Ascendia Brands notified
its senior lenders that it is in default of certain covenants
contained in its first and second lien credit facilities and is
unable to make certain representations and warranties deemed to be
made when drawings are made under its revolving credit facility.


ASSET ACCEPTANCE: Amends Credit Deal to Permanently Waive Defaults
------------------------------------------------------------------
Asset Acceptance Capital Corp. entered into an amendment to its
credit agreement.  As reported by the Troubled Company Reporter on
Feb. 22, 2008, Asset Acceptance obtained a temporary waiver of
non-compliance with its total liabilities to tangible net worth
covenant until March 17, 2008, to permit it time to obtain the
amendment.

The amendment to its credit agreement, pursuant to which Asset
Acceptance maintains a $100 million revolving credit facility and
a $150 million term loan facility, resets two financial covenants
and increases the rate of interest the company pays on borrowings
under the credit facility by 25 basis points or 0.25%.

The two financial covenants reset by the amendment are: (1) the
ratio of consolidated total liabilities to tangible net worth; and
(2) the leverage ratio.  The amendment also permanently waives the
earlier default on the consolidated total liabilities to tangible
net worth covenant.

During the fourth quarter 2007, Asset Acceptance said it took
advantage of what it believed to be a favorable debt purchasing
environment.  The increased level of purchasing funded by
borrowings on the revolving credit facility, coupled with the step
down in the ratio of consolidated total liabilities to tangible
net worth at Dec. 31, 2007, from 3.0:1.0 to 2.5:1.0, resulted in
the company not passing the total liabilities to tangible net
worth covenant.

"We are pleased to have worked with our lenders to quickly resolve
the non-compliance with our loan covenant and to give us the
additional flexibility to pursue our planned level of debt
purchasing for 2008," Mark A. Redman, chief financial officer,
commented.

As of March 10, 2008, outstanding borrowings on the company's
revolving credit facility and term loan facility were
$25 million and $149.3 million.

                    About Asset Acceptance

Headquartered in Warren, Michigan, Asset Acceptance Capital Corp.
(Nasdaq: AACC) -- http://www.AssetAcceptance.com/-- purchases     
charged-off consumer debt from credit issuers, and then uses
proprietary methods to collect on these receivables.

                          *     *     *

Moody's Investor Service placed Asset Acceptance Capital Corp.'s
long-term corporate family and bank loan debt ratings at 'B1' in
May 2007.  The rating still holds to date with a stable outlook.


AVANTAIR INC: Inks Floor Plan Finance Pact with Midsouth Services
-----------------------------------------------------------------
Avantair Inc. disclosed in a regulatory filing Friday, that it  
entered into a Floor Plan Finance Agreement with Midsouth Services
Inc., effective March 3, 2008.  

Pursuant to the agreement, Midsouth Services agrees to extend
credit to the company in the amount of $5,345,000 to be used
towards the purchase of new Piaggio P-180 aircraft, provided that
the company shall relinquish the debt for the prior aircraft prior
to Midsouth Services loaning the funds for the subsequent
aircraft.

The company agrees to pay Midsouth Services a monthly fee of
$75,000 during the term of the agreement, which commenced on
March 3, 2008, the first actual delivery date of the aircraft, and
will end six (6) months from the first actual delivery date of the
aircraft.  Midsouth Services has also agreed, at the option of the
Avantair Inc. to provide an additional loan to the company in the
amount of $5,345,000, for a total amount of $10,690,000.  The
terms and conditions of the additional loan shall be substantially
similar to the terms of the existing loan.

A full-text copy of the Floor Plan Finance Agreement is available
for free at http://researcharchives.com/t/s?28e6

                       About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR) --
http://www.avantair.com/-- offers private travel solutions for   
individuals and companies at a fraction of the cost of whole
aircraft ownership.  The company is the sole North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  The company currently manages a fleet of 39 fractional
aircraft plus 7 core planes, with another 63 Piaggio Avanti IIs on
order through 2012.  It also has announced an order of 20 Embraer
Phenom 100s.

                          *     *     *

Avantair Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed $192.8 million in total assets, $200.7 million in total
liabilities, and $14.4 million in Series A convertible preferred
stock, resulting in a $22.3 million total stockholders' deficit.


AVITAR INC: Sells $310,000 of 8.0% Secured Convertible Notes
------------------------------------------------------------
Avitar Inc. entered into a Securities Purchase Agreement and
related agreements dated Feb. 22, 2008, as part of a $310,000
private placement with AJW Partners LLC, AJW Master Fund Ltd., and
New Millennium Capital Partners II LLC.  The company entered into
private placements with the same or related parties in 2005, 2006
and 2007.  

The securities issued in the private placement are $310,000 of
Secured Convertible Notes and 10,000,000 seven-year Warrants.

The Notes bear interest at 8.0%, mature three years from the date
of issuance, and are convertible into the company's common stock
at any time, at the Purchasers' option, at 35% of the average of
the three lowest intraday trading prices for the common stock for
the 20 trading days ending the day before the date that the
investors elect to convert.  In addition, the conversion prices of
outstanding notes payable to the same or related holders in the
aggregate principal amount of approximately $6,978,000 issued from
September 2005 through December 2007 were adjusted from 40% to 35%
of the average of the three lowest intraday trading prices of the
common stock for the 20 trading days preceding the date that the
holders elect to convert.

The full principal amount of the Notes, plus a default interest
rate of 15%, is due upon a default under the terms of the Notes.
The company has a right to prepay the Notes under certain
circumstances at a premium ranging from 20% to 35% depending on
the timing of such prepayment.

In addition, the company granted the Purchasers a security
interest in substantially all of its assets.  The company is
further required to file the Registration Statement with the
Securities and Exchange Commission within 30 days of receipt of
demand from the Purchasers.  If the Registration Statement is not
filed on time or not declared effective within 120 days from the
date of receipt of such demand, the company is required to pay to
the Purchasers damages in common stock or cash, at the election of
the company, in an amount equal to 2% of the outstanding principal
amount of the Notes per month plus accrued and unpaid interest.

The Warrants are exercisable until seven years from the date of
issuance at a purchase price of $0.01 per share.  The Purchasers
may exercise the Warrants on a cashless basis if the shares of
common stock underlying the Warrants are not then registered
pursuant to an effective registration statement.  In the event the
Purchasers exercise the Warrants on a cashless basis, the company  
will not receive any proceeds.  In addition, the Warrants are
subject to standard anti-dilution provisions.

The Purchasers have agreed to restrict their ability to convert
their Notes or exercise their Warrants and receive shares of the
company's common stock such that the number of shares of common
stock held by them and their affiliates in the aggregate after
such conversion or exercise does not exceed 4.9% of the then
issued and outstanding shares of common stock.

These equity securities transactions are exempt from registration
requirements pursuant to Section 4(2) and/or Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as
amended.

A full-text copy copy of the Securities Purchase Agreement is
available for free at http://researcharchives.com/t/s?28e7

                        About Avitar Inc.

Avitar Inc. (OTC BB: AVRN.OB)-- http://www.avitarinc.com/--    
develos, manufactures and markets proprietary products in the oral
fluid diagnostic market, disease and clinical testing market, and
customized polyurethane applications used in the wound dressing
industry.

                          *     *     *

BDO Seidman LLP, in Boston, expressed substantial doubt about
Avitar Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations and has
working capital and stockholder deficits as of Sept. 30, 2007.  

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Avitar Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$1,452,056 in total assets, $9,335,504 in total liabilities, and
$3,215,490 in convertible preferred stock and redeemable  
convertible preferred stock, resulting in an $11,098,938 total
stockholders' deficit.


BASIC ENERGY: S&P Lifts Corp. Rating to 'BB-' on Good Risk Profile
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on oilfield
services company Basic Energy Services Inc., including the
corporate credit rating to 'BB-' from 'B+'.  The senior unsecured
rating on the company was raised to 'B+' from 'B', and the rating
on its senior secured $225 million revolving credit facility was
raised to 'BB+' from 'BB'.  The recovery rating on Basic Energy's
revolving credit facility remains unchanged at '1', reflecting
S&P's expectation of very high (90% to 100%) recovery in the event
of a payment default.  The outlook is stable.      

"The upgrade reflects the company's strengthened business risk
profile, achieved through an expanded scale of operations and an
enhanced portfolio of products and services," said Standard &
Poor's credit analyst Jeffrey B. Morrison.  "The rating action
also incorporates management's adherence to relatively moderate
debt in funding its growth initiatives."
     
As of Dec. 31, 2007, Midland, Texas-based Basic Energy had
$436 million in total debt, after adjusting for capital and
operating lease obligations.     

The ratings on Basic Energy reflect its status as a small, though
growing, competitor in historically cyclical U.S. oilfield
services markets, and its acquisitive growth strategy.  Somewhat
offsetting concerns are an improving competitive position within
several domestic basins, an expanding suite of products and
services, and a consistent track record of free cash flow
generation when excluding acquisition outlays.


BEAR STEARNS: Moody's Lowers Ratings on 163 Tranches From 15 Deals
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 163 tranches
from 15 transactions issued by Bear Stearns ALT-A Trust.  Seventy
eight downgraded tranches remain on review for possible further
downgrade.  Additionally, 155 tranches were placed on review for
possible downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate, Alt-A
mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.

Complete rating actions are:

Issuer: Bear Stearns ALT-A Trust 2005-7

  -- Cl. I-M-1, Downgraded to A1 from Aa2,

  -- Cl. I-M-2, Downgraded to Ba1 from A2,

  -- Cl. I-B-1, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-3, Downgraded to Ca from Ba2,

  -- Cl. II-B-2, Downgraded to A2 from Aa2,

  -- Cl. II-B-3, Downgraded to A3 from Aa3,

  -- Cl. II-B-5, Downgraded to Ba1 from A2,

  -- Cl. II-B-6, Downgraded to Ba3 from A3,

  -- Cl. II-B-4, Downgraded to Baa2 from A1,

  -- Cl. II-B-7, Downgraded to B3 from Baa1,

  -- Cl. II-B-8, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-9, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade,

Issuer: Bear Stearns ALT-A Trust 2005-8

  -- Cl. I-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-2A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to Ba3 from Aa2,

  -- Cl. I-M-2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-2, Downgraded to Caa2 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-3, Downgraded to Ca from Ba2,

  -- Cl. II-B-1, Downgraded to Aa3 from Aa1,

  -- Cl. II-B-2, Downgraded to Baa1 from Aa2,

  -- Cl. II-B-3, Downgraded to B1 from A2,

  -- Cl. II-B-4, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-5, Downgraded to Ca from Ba2,

Issuer: Bear Stearns ALT-A Trust 2005-9

  -- Cl. I-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from A2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Caa2 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-2, Downgraded to Caa2 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-3, Downgraded to Ca from Ba2,

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-4A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-5A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-5A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-6A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-6A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-M-1, Downgraded to A2 from Aa1,

  -- Cl. II-M-2, Downgraded to Baa1 from Aa2,

  -- Cl. II-M-3, Downgraded to Baa3 from Aa3,

  -- Cl. II-M-4, Downgraded to Ba3 from A1,

  -- Cl. II-M-5, Downgraded to B3 from A2,

  -- Cl. II-B-1, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

Issuer: Bear Stearns Alt-A Trust 2005-10

  -- Cl. I-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from B1,

  -- Cl. I-B-2, Downgraded to Ca from B3,

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-4A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-4A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-4X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-5A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-5X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to Baa3 from Aa1,

  -- Cl. II-B-2, Downgraded to B1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to B2 from Aa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade,

  -- Cl. II-B-5, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-6, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-7, Downgraded to Ca from Ba3,

  -- Cl. II-B-8, Downgraded to Ca from B3,

  -- Cl. II-B-9, Downgraded to Ca from B3,

Issuer: Bear Stearns Alt-A 2006-1

  -- Cl. I-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B1 from Aa2,

  -- Cl. I-M-2, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from B1,

  -- Cl. I-B-2, Downgraded to Ca from Caa1,

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1X-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-3, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-3X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-X-B1, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-X-B2, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to Ca from B1,

  -- Cl. II-X-B3, Downgraded to Ca from B1,

Issuer: Bear Stearns Alt-A Trust 2006-2

  -- Cl. I-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from B2,

  -- Cl. I-B-2, Downgraded to Ca from Caa1,

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,  
     currently Aaa,

  -- Cl. II-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3X-1, Placed on Review for Possible Downgrade,  
     currently Aaa,

  -- Cl. II-4A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-4A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-4X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-X-B1, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to Ca from Ba1,

  -- Cl. II-X-B2, Downgraded to Ca from Ba1,

  -- Cl. II-B-3, Downgraded to Ca from B3,

Issuer: Bear Stearns Alt-A Trust 2006-3

  -- Cl. I-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa2 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from Ba3,

  -- Cl. I-B-2, Downgraded to Ca from B3,

  -- Cl. I-B-3, Downgraded to Ca from Caa3,

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-4A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-4A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-X-B1, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-X-B2, Downgraded to Caa1 from Baa3; Placed Under
     Review for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to Ca from B3,

  -- Cl. III-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-1A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-1X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,
   
  -- Cl. III-3A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-4A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-4A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-4X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-5A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-5A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-6A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-6A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-B-1, Downgraded to B1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-B-2, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-B-3, Downgraded to Ca from B2,

Issuer: Bear Stearns Alt-A Trust 2006-4

  -- Cl. I-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-2A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-3A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa2 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from B2,

  -- Cl. I-B-2, Downgraded to Ca from Caa2,

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2X-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,  
     currently Aaa,

  -- Cl. II-3A-3, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-4, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3A-5, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3X-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B1 from Aa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-4, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-5, Downgraded to Ca from Ba1,

  -- Cl. II-B-6, Downgraded to Ca from B1,

  -- Cl. II-B-7, Downgraded to Ca from B3,

  -- Cl. II-B-8, Downgraded to Ca from B3,

  -- Cl. III-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-1A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-3A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-3A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-3A-3, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-3A-4, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. III-3X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-3X-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-B-1, Downgraded to B1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-B-2, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-B-3, Downgraded to Ca from B1,

Issuer: Bear Stearns Alt-A Trust 2006-5

  -- Cl. I-A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from B2,

  -- Cl. I-B-2, Downgraded to Ca from Caa1,

  -- Cl. I-B-3, Downgraded to Ca from Caa3,

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-X-3, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to Ca from B1,

Issuer: Bear Stearns Alt-A Trust 2006-6

  -- Cl. I-M-1, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from B2,

  -- Cl. I-B-2, Downgraded to Ca from Caa1,

  -- Cl. I-B-3, Downgraded to Ca from Caa2,

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B2 from Aa2,

  -- Cl. II-BX-1, Downgraded to B2 from Aa2,

  -- Cl. II-B-2, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. II-BX-2, Downgraded to B1 from A2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to B2 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-1X-2, Placed on Review for Possible Downgrade,   
     currently Aaa,

  -- Cl. III-1X-3, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-1X-4, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-1X-5, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-1X-6, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2X-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2X-3, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2X-4, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2X-5, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2X-6, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-2A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-B-1, Downgraded to B2 from Aa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-BX-1, Downgraded to B2 from Aa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-B-2, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-BX-2, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-B-3, Downgraded to Ca from Ba1,

  -- Cl. III-BX-3, Downgraded to Ca from Ba1,

  -- Cl. III-B-4, Downgraded to Ca from B3,

Issuer: Bear Stearns Alt-A Trust 2006-7

  -- Cl. I-A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Ca from Ba1,

  -- Cl. I-B-1, Downgraded to Ca from B3,

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-1X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-3A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-3X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

Issuer: Bear Stearns Alt-A Trust 2006-8

  -- Cl. I-A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from Ba3,

  -- Cl. I-B-2, Downgraded to Ca from B2,

  -- Cl. I-B-3, Downgraded to Ca from Caa1,

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-BX-1, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-BX-2, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to Ca from Ba2,

  -- Cl. III-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. III-B-1, Downgraded to Ba1 from Aa2,

  -- Cl. III-B-2, Downgraded to B1 from A2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. III-B-3, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade,

Issuer: Bear Stearns Alt-A Trust 2007-1

  -- Cl. I-A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from Ba2,

  -- Cl. I-B-2, Downgraded to Ca from Ba3,

  -- Cl. I-B-3, Downgraded to Ca from B3,

  -- Cl. I-B-4, Downgraded to Ca from Caa3,

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-1X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-2A-2, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-2X-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. II-B-1, Downgraded to B1 from Aa2,

  -- Cl. II-BX-1, Downgraded to B1 from Aa2,

  -- Cl. II-B-2, Downgraded to B1 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-3, Downgraded to Ca from B1,

Issuer: Bear Stearns ALT-A Trust 2007-2

  -- Cl. I-A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. I-M-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. I-B-1, Downgraded to Ca from Ba3,

  -- Cl. I-B-2, Downgraded to Ca from B2,

  -- Cl. I-B-3, Downgraded to Ca from Caa2,

  -- Cl. I-B-4, Downgraded to Ca from Caa3,

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-X-3, Placed on Review for Possible Downgrade,
     currently Aa1,

  -- Cl. II-B-1, Downgraded to B1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-BX-1, Downgraded to B1 from Aa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. II-B-2, Downgraded to Ca from Ba1,

  -- Cl. II-B-3, Downgraded to Ca from B3,

Issuer: Bear Stearns ALT-A Trust 2007-3

  -- Cl. I-A-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. I-A-2, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. M-2, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade,

  -- Cl. B-1, Downgraded to Ca from Ba1,

  -- Cl. B-2, Downgraded to Ca from Ba2,

  -- Cl. B-3, Downgraded to Ca from B2,

  -- Cl. B-4, Downgraded to Ca from Caa2,

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa.


BEARINGPOINT INC: Dec. 31 Balance Sheet Upside Down by $469.2 Mil.
------------------------------------------------------------------
BearingPoint Inc. reported that on Dec. 31, 2008, the company had
total assets of $1,981.4 million, total liabilities of
$2,450.6 million resulting to a total stockholders' deficit of
$469.2 million.

For the fourth quarter of fiscal 2007 ended Dec.31 , the company
realized a net loss of $169.0 million, which was significantly
above the average of its net losses incurred in the first three
quarters of fiscal 2007.  Proactive management actions taken in
the fourth quarter and intended to drive further cost savings in
2008 contributed significantly to the magnitude of this loss.

These fourth quarter management actions included, among other
things, lease and facilities restructuring costs of $20.6 million
and additional severance costs of $14.4 million.  Also
contributing to the fourth-quarter loss was $58.8 million in
contract write-downs and loss accruals, a notable net year-over-
year increase over the fourth quarter of fiscal 2006.   

Notwithstanding these fourth-quarter increases, total contract
write-downs and loss accruals for the full fiscal year continued
to show improvement, as compared to contract write-downs and loss
accruals for 2006 and 2005.

The company incurred a net loss of $362.7 million for the fiscal
year ended Dec. 31, 2007 compared to $213.4 million net loss for
fiscal 2006.  Contributing to the net loss for 2007 were bonuses
accrued and payable to the company's employees, in part for 2006,
as well as 2007; non-cash compensation expense related to the
vesting of stock-based awards; lease and facilities restructuring
charges; external costs related to the preparation of its
financial statements, and its auditors' review of the company's
financial statements and the testing of internal controls.  Year-
over-year external accounting costs were down significantly and
the company expects continued improvement in these costs in 2008.

"Today marks an important milestone for BearingPoint as we are
once again timely with our SEC filings," Ed Harbach,
BearingPoint's chief executive officer, said.  "In 2007, we also
significantly reduced our SG&A expenses and exceeded our year-end
cash balance target for 2007, ending the year with cash on hand of
$468.5 million.

"While last year's financial results were disappointing overall,
we have a lot to build on. In 2008, we are focused on controlling
costs, increasing cash flow and improving utilization of our
talented workforce," Mr. Harbach continued.  "We are investing in
our people, in our systems and in our technology—all of which will
lead to a stronger and more flexible organization.

"We have some strong momentum entering the year, which we will use
to strategically leverage our global footprint and capitalize on
areas where we have a differentiated portfolio of expertise,
particularly our strong Public Services practice," Mr.  Harbach
added.  "We will execute our plan, lead with our strengths and
make profitability our first priority.

"We are now at a clear inflection point in our business and in our
history. We are excited about what our future holds,"Mr. Harbach  
concluded.

                     About BearingPoint Inc.

Headquartered in Mclean, Virginia, with approximately $3.4 billion
in revenues for the twelve months ended September 2007,
BearingPoint, Inc. provides I/T consulting and managed services to
commercial and governmental entities worldwide.

                         *     *     *
        
As reported in the Troubled Company Reporter on Dec. 11, 2007,
Moody's confirmed BearingPoint's B2 corporate family rating and
assigned a negative rating outlook.  In doing so, Moody's has
concluded its review for possible downgrade of the company's
ratings.  The B2 rating confirmation is supported by the
likelihood that, irrespective of a potential further slowdown in
the U.S. economy, the company's Public Services, EMEA, and Asia
Pacific divisions will continue to provide support for the
company's overall revenue growth and achievement of operating
profitability.  The confirmation also reflects the likelihood that
the company will continue reduce its high finance, accounting, and
infrastructure costs, raise staff utilization levels, and lower
capital expenditures, thereby improving its overall financial
operating performance.  On Dec. 3, 2007, the company reestablished
and expects to maintain current financial reporting status.


BENTLEY GROUP: To Close 120 Stores, Lay Off 520 Employees
---------------------------------------------------------
Canadian luggage retailer Bentley Group is planning to shutter 120
of its 550 stores, displacing 500 full- and part-time employees
plus 20 head office members, Mike King of The Gazette reports.  
The move is part of the company's efforts to restructure its
operations and to shut down half of its uprofitable Xcetera brand.

The Gazette discloses that the company has already closed 10
stores and plans to close another 30 stores by the end of March.  
The rest of the stores will be shut down by the end of June.

Bentley Group's subsidiary Bentley Leathers Inc. filed for
bankruptcy in January 2008, proposing a plan to pay about 400
creditors that were owed more than $58 million.

Based in St-Laurent, Quebec, The Bentley Group is a chain of
retail stores operating throughout Canada.  Started in 1987, the
company retails luggage, wallets, purses, backpacks and related
accessories under various banners.  These banners include Bentley,
Access, Xcetera, Inglot, Collacutt, Jovin, Porters, Unic and Evex.


BLB MANAGEMENT: Interest Payment Default Spurs Moody's Junk Rating
------------------------------------------------------------------
Moody's Investors Service lowered BLB Management's Corporate
Family Rating to Caa2 from B2 reflecting the company's default on
payment of interest on its first and second lien bank facilities.   
Additionally, the company will likely be unable to maintain
compliance with financial covenants, as well as other terms of its
first and second lien bank loan agreements, unless amended.

BLB has been generating lower EBITDA and has incurred higher
capital expenditures than Moody's previous expectations which
caused the company to exhaust its liquidity cushion.  The banks
have agreed to forbear from exercising remedies through March 21,
2008.  The sponsor group which owns BLB has offered to inject up
to $8.0 million to support near term obligations, if Lenders agree
to forbear from exercising remedies through Sept. 1, 2008.  The
company has engaged Lazard to explore strategic alternatives and
may engage a financial turnaround firm to assist with operational
improvements.

The ratings remain on review for further possible downgrade.  The
review will focus on the outcome of the company's negotiations
with its lenders, its near term liquidity profile, as well as
BLB's longer term prospects for improving operating performance
and improving its overall credit profile.

BLB recently completed the redevelopment of the Twin River racino
near Providence, Rhode Island.  Operating performance has been
hurt by construction disruption, food and beverage revenues and
EBITDA well below projected levels and a slower ramp up of gaming
revenues.

Ratings downgraded:

  -- Corporate Family Rating to Caa2 from B2

  -- Probability of Default rating to D from B2

  -- 1st Lien Revolving Credit Facility to Caa1 from B1

  -- 1st Lien Term Loan to Caa1 from B1

  -- 2nd Lien Term Loan to Ca from Caa1

BLB Management Services, Inc. is a joint venture holding company
comprised of Kerzner International Limited, Starwood Capital
Group, and Waterford Group LLC.  BLB's restricted operating
subsidiary, UTGR, Inc., owns and operates the Twin River racino,
located near Providence, Rhode Island.  BLB recently completed a
significant renovation of Twin River which included expanded
gaming space, and improved non-gaming amenities.


CAPRI CONDOMINIUM: Wants to Hire Burr & Forman as Special Counsel
-----------------------------------------------------------------
The Capri Condominium Limited Partnership asks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Carol H. Stewart at Burr & Forman as its special counsel.

Burr & Forman is expected to:

     a) advise the Debtor and its general bankruptcy counsel in
        connection with any legal issues relating to the sale of
        Units, including but not limited to those issues relating
        to Alabama real estate law;

     b) document, and represent the Debtor at, any closings of the
        Units; and

     c) otherwise advise and assist the Debtor and its general
        bankruptcy counsel in connection with any relating to
        Alabama law.

The firm's billing rate ranges from $125 to $375 per hour.  
However, specific professionals have these billing rates:

     Professionals            Hourly Rates
     -------------            ------------
     Carol H. Stewart             $375
     Derek Meek                   $350
     Marc Solomon                 $300
     Melinda Eubanks              $220
     Staci Duke                   $125

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

The firm can be reached at:

     Burr & Forman LLP
     420 North 20th Street, Suite 3400
     Birmingham, AL 35203
     Tel: (205) 251-3000
  
Tampa, Florida-based The Capri Condominiums LP owns and manages
condominiums.  Capri is operated by Euro American Investors
Group in The Netherlands, which runs an office in Tampa,
Florida.  Euro American Investors -- http://www.eaig.nl/-- is  
an international company that offers a complete package property
with the focus on the United States and Europe.  Since its
launch in 1979, Euro American Investors built a diversified
portfolio of properties, apartments, offices, commercial
buildings, and shopping malls.

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


CARIBBEAN RESTAURANTS: Moody's Pares Ratings to 'B3' From 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded Caribbean Restaurants, LLC's
Corporate Family Rating to B3 from B2, probability of default
rating to B3 from B2, and changed rating outlook to negative.   
Concurrently, Moody's affirmed the B1 rating of the company's
$210 million senior secured credit facilities.

The downgrade of CFR to B3 reflects that Caribbean's continuously
declining operating performance is resulting in deteriorating
credit metrics that are more commensurate with a low single B
rating.  Moody's anticipates that the key contributing factors to
the company's underperformance, such as recessionary economic
conditions in Puerto Rico, a high inflationary environment and the
ever-intensified competitions among quick service restaurants, are
likely to persist over an extended period, thus keeping the
company from improving its performance and credit metrics within
the rating horizon.  The rating action also reflects Moody's
increasing concern on the company's liquidity position as it
approaches a potential covenant violation under its credit
agreement.  The B3 CFR continues to incorporate the strong name
recognition and leading position of Burger King brand in the
Puerto Rico QSR segment and the company's exclusive development
agreement within Puerto Rico, offset by its geographic
concentration and limited scale and revenue base.

The negative ratings outlook encompasses challenges Caribbean may
face in the coming 12-18 months to stabilize its margin and
improve cash flow.  Moody's expects the unfavorable macroeconomic
conditions, such as the local recession along with the escalating
unemployment rate and rising inflation will likely continue to
weigh on incomes and hurt consumers' disposable income, thus
imposing further strains on the company's operating performance.   
The outlook also incorporates the company's weakening liquidity
position as represented by its very tight covenant.  Moody's
cautions that the continued weak operating results may force the
company to seek a waiver or amendment from its lenders to avoid
the covenant breach.  A failure of obtaining an amendment could
result in further negative rating action.

The B1 rating on the senior secured credit facilities reflect the
facilities' perfected first lien priority security interest in
substantially all the assets of the company as well as guarantee
provided by its parent and subsidiaries.  The B1 rating on the
facilities benefits from their priority position in the capital
structure relative to its substantial junior debt obligation such
as $73.5 million subordinated notes, lease obligation and trade
payables.

The following ratings are affected:

Caribbean Restaurants, LLC

  -- Corporate Family Rating: downgraded to B3 from B2;

  -- Probability of Default rating: downgraded to B3 from B2;

  -- $210 million senior secured credit facilities due July 2009:
     affirmed at B1

  -- Rating Outlook: changed to negative from stable

Caribbean Restaurants, LLC (Caribbean), through an exclusive
territorial development agreement with Burger King Corporation, is
the sole franchisee of Burger King restaurants in Puerto Rico with
approximately 170 units as of fiscal year-end April 30, 2007.


CASH TECHNOLOGIES: Unit Agrees to Acquire Turbocharger Assets
-------------------------------------------------------------
Cash Technologies, Inc. disclosed that its newly formed CPI
Holdings, LLC, subsidiary has entered into an agreement with
Turbomotive, Inc. and Robert McKeirnan, its president, to purchase
certain assets related to Turbomotive's turbocharger technology
for $1.75 million, of which $100,000 will be paid in cash and
$1.65 million will be paid in preferred stock of Cash
Technologies. McKeirnan is a top turbocharger developer, holds
numerous patents in bearing and other mechanical technologies and
formerly operated a leading supplier of aftermarket turbochargers.

Cash Technologies previously reported its plan to acquire the
assets (and restore the operations) of Champion Parts, Inc., the
fuel-system components remanufacturer in the U.S. prior to its
bankruptcy, and integrate fuel-efficiency products to take
advantage of Champion's extensive retail network.  The first of
such products are the Turbomotive turbochargers, which are based
on patented technology that management believes makes the products
the most efficient and reliable available.

The market for so-called "green" automotive products that increase
fuel efficiency and reduce toxic emissions is large and rapidly
growing.  Tougher regulatory standards, higher fuel prices and
popular demand for lower-carbon-footprint vehicles have made green
products a dynamic sector and continued expansion is likely into
the foreseeable future.  Turbochargers increase fuel efficiency by
25% (60% for diesel engines), reduce emissions by 25%, increase
engine power by 50% and keep the engine cleaner which reduces
maintenance costs.  Most vehicle manufacturers are now designing
cars and trucks that include turbos, allowing engines to be
smaller, lighter and meet tougher environmental standards while
improving performance.

The turbo market reached approximately $5 billion last year, with
more than 17 million units produced, and is expected to increase
by more than 50% within 5 years.  Demand for turbochargers is
international and a turbo unit manufactured for a foreign car or
truck can be sold anywhere in the world where the same engine is
used. OEM and international markets can multiply the turbocharger
sales potential of Champion.  The emerging use of alternative
fuels will also increase the demand for turbochargers.

By leveraging Champion's manufacturing capabilities, recognized
brand name and extensive national retail distribution which
reaches more than 20,000 stores, management believes that Champion
is the ideal conduit for delivering advanced products to the
market and generating substantial sales.

Cash Tech first entered the automotive products market in November
2004 when its TAP Holdings, LLC subsidiary acquired certain assets
of Tomco Auto Products, Inc. for $2.5 million.  TAP sold the
Tomco assets in November 2006 to Champion for approximately
$10.8 million.  The Champion bankruptcy caused Cash Tech to write
off the approximate $8 million balance of the Champion note
receivable, but has created the opportunity to re-acquire the
Tomco and Champion assets at a substantial discount and exploit
Champion's retail relationships in order to distribute new
products.

The assets being acquired consist of patents, purchase orders,
manufacturing processes, other intellectual property and tooling.  
The preferred stock which constitutes $1.65 million of the
Turbomotive purchase will have a conversion price equal to the
market price of Cash Tech's common stock at the time of
conversion, with a floor of $0.75 per share and a ceiling of $1.50
per share.  CPI also intends to hire the Turbomotive principals,
including McKeirnan, to operate the turbo assets and oversee
manufacturing and distribution.

"This is the first of several green products that we intend to
produce and distribute through Champion and is an important part
of our Champion strategy," Bruce Korman, CEO of Cash Technologies,
stated.  "Through this channel, the sale of efficient and ethical
products can have enormous market potential and great upside for
Cash Tech shareholders."

The closing of the transaction, scheduled to take place on or
about April 1, 2008, is subject to certain conditions, including
the completion of the Champion acquisition.  There can be no
assurance that the transaction will be completed.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.

The company's consolidated balance sheet at Nov. 30, 2007, showed
$6.4 million in total assets, $10.9 million in total liabilities,
and ($111,479) in minority interest, resulting in a $4.4 million
total stockholders' deficit.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.


CATAPULT COMMS: Discloses Reduction in Global Workforce by 11%
--------------------------------------------------------------
Catapult Communications Corporation is reducing its global
workforce by up to 25 employees through layoffs and early
retirements.  This restructuring represents a reduction in the
number of employees of up to 11%.  Included in the restructuring
is the closing of the company's Australian research and
development office.

The company expects that this restructuring will reduce annualized
pre-tax expenses by up to approximately $4.8 million, including up
to approximately $465,000 in non-cash stock option expenses.  The
company expects to record total restructuring costs of up to
approximately $1.9 million in the current fiscal quarter ending
March 31, 2008.

"We continue to believe that the next generation of global
wireless telephony, LTE, will be positive for Catapult, and we
will continue to invest significant research and development
resources in this technology" Dr. Richard A. Karp, Catapult's
chairman and chief executive officer, said.  "However, because
revenue from this technology will not occur as quickly as
originally anticipated due to delays in finalizing the standards,
we have taken steps to reduce our expenses in the short term."

                   About Catapult Communications

Based in Mountain View, California, Catapult Communications
Corporation (NASDAQ: CATT) -- http://www.catapult.com/-- designs,  
develops, manufactures, markets and supports software-based test
systems for the global telecommunications industry.  Its DCT2000
and MGTS products are digital communications test systems designed
to enable equipment manufacturers and network operators to deliver
digital telecommunications equipment and services cost-
effectively.  Its software and hardware assist customers in the
design, integration, installation and acceptance testing of a
range of digital telecommunications equipment and services by
performing test functions, including design and feature
verification; conformance testing; interoperability testing; load
and stress testing, and monitoring and analysis.  Catapult markets
its products through its direct sales force with offices in the
United States, Canada, the United Kingdom, Germany, France,
Finland, Sweden, Japan, China and India.  In other markets, the
company uses distributors or sales agents.  

As of September 30, 2007, the company employed 220 full-time
employees, including 83 in research and development, 18 in
application engineering customer support, 79 in sales and sales
support, 10 in marketing, 19 in administration and 11 in
manufacturing. Of these employees, 136 were employed in North
America, where our head office and our principal research and
development and manufacturing facilities are located, 32 in the
United Kingdom and Europe, 16 in Australia, 15 in Japan, 13 in
China, 6 in the Philippines and 2 in India.

                         *     *     *
                          
Catapult Communications' latest form 10-k filing showed total
assets of $126,970,000 and total liabilities of $15,194,000.  Its
consolidated statements of operations showed net loss of
$4,421,000 for the year ended Sept. 30, 2007 and net loss of
$10,666,000 for the year ended Sept. 30, 2006.  Last week, the
company announced that its chief technology officer, Glenn
Stewart, would retire at the end of the month. Mr. Stewart managed
the worldwide engineering organization from 1992 through 2003 and
has been the CTO from 2003 to present.  At the company's 10-k
filing Mr. Stewart is described as Vice President and Chief
Technology Officer.

In January, Catapult Communications announced that, in order to
significantly reduce its accounting expenses, it has dismissed its
previous independent registered public accounting firm, Deloitte &
Touche LLP, and has engaged the firm of Stonefield Josephson, Inc.
The Company said it has had no disagreements with Deloitte &
Touche LLP during their tenure.  It said it opted to change its
accountant to save on cost.  The company said that expenses it
incurred in connection with the audit and internal control review
work performed by Deloitte & Touche LLP in fiscal year 2007
totaled approximately $1,076,000, and the Company estimates that
these expenses would approximate $985,000 for the current fiscal
year without a change in accounting firms.  Based on estimates
from the two firms, the Company currently believes that the
potential savings for fiscal 2008 from the change in firms will be
in the range of 43% - 49%.


CENTERSTAGING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: CenterStaging Musical Productions, Inc.
        3407 Winona Avenue
        Burbank, CA 91504

Bankruptcy Case No.: 08-13019

Type of Business: The Debtor is a Burbank-based rehearsal and
                  production services company.  See
                  http://www.centerstaging.com/

Chapter 11 Petition Date: March 10, 2008

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Lewis R. Landau, Esq.
                     (lew@landaunet.com)
                  23564 Calabasas Road, Suite 104
                  Calabasas, CA 91302
                  Tel: (888) 822-4340
                  Fax: (888) 822-4340
                  http://www.landaunet.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


CERADYNE INC: Board Approves Repurchase of $100 Mil. Common Stock
-----------------------------------------------------------------
Ceradyne Inc.'s board of directors has authorized the repurchase
of up to $100 million of Ceradyne common stock in open market
transactions, including block purchases, or in privately
negotiated transactions.

The stock repurchase program does not include specific price
targets or timetables and may be suspended or terminated at any
time prior to completion.  Ceradyne intends to use cash on hand
and excess free cash flow to acquire the shares.  Repurchased
shares will be added to Ceradyne's treasury and cancelled.

"We believe a repurchase program is an appropriate use of our cash
and underscores our belief in the long-term value of our stock,"
Joel P. Moskowitz, Ceradyne's chairman and chief executive
officer, commented.  "At our current trading levels, our board of
directors believes that Ceradyne stock is an attractive investment
for Ceradyne and its shareholders."

Based in Costa Mesa, California, Ceradyne Inc. (Nasdaq: CRDN)
-- http://www.ceradyne.com/-- develops, manufactures and markets   
advanced technical ceramic products and components for defense,
industrial, automotive and consumer applications.

                        *     *     *

Moody's Investor Services placed Ceradyne Inc.'s long-term
corporate family and bank loan debt ratings at "Ba3" in July 2004.  
This rating holds to this date.


CSFB ABS: Realized Losses Spurs S&P's Rating Cuts on Two Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1 and M-2 mortgage pass-through certificates from CSFB ABS
Trust Series 2001-HE16.  In addition, S&P affirmed its ratings on
the class A and B certificates from the same transaction.
     
The downgrades reflect realized losses that continue to exceed
monthly excess interest cash flow.  This has reduced
overcollateralization (O/C) for CSFB ABS Trust Series 2001-HE16 to
$158,170.  The three-, six-, and 12-month average realized losses
are $111,895, $70,312, and $84,099, respectively, and they
continue to adversely affect the transaction.  As of the February
2008 remittance period, the transaction had experienced cumulative
realized losses of $12,014,009, or 4.25% of the original pool
balance.  The transaction has sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs),
suggesting that the unfavorable performance trend will continue.   
Severe delinquencies total $3.948 million, or 26.43% of the
current pool balance.  Severe delinquencies have improved 22.7%
from $5.110 million one year ago, but are still 12.2% higher than
the $3.517 million reported six months ago.     

Subordination, O/C, and excess interest cash flow provide credit
support for this transaction.  Additionally, loans with original
loan-to-value ratios exceeding 60% benefit from loan-level primary
mortgage insurance issued by Mortgage Guaranty Insurance Corp.
(MGIC, 'AA-/Watch Neg' financial strength rating {FSR}).  In this
series, 64.05% of such loans were covered at origination.

Furthermore, the class A certificates have additional support from
a bond insurance policy issued by Financial Security Assurance
Inc. ('AAA' FSR).  The affirmation of the rating on the bond-
insured class is based on the financial strength of the related
insurer.  The collateral for this transaction consists of closed-
end, fixed- and adjustable-rate first-lien mortgage loans with
original terms to maturity of no more than 30 years.
   
                         Ratings Lowered
   
                 CSFB ABS Trust Series 2001-HE16
                Mortgage pass-through certificates

                                    Rating
                                    ------
                 Class       To               From
                 -----       --               ----
                 M-1         BB               BBB
                 M-2         B                BB
   
                         Ratings Affirmed
   
                 CSFB ABS Trust Series 2001-HE16
                Mortgage pass-through certificates
   
                       Class       Rating
                       -----       ------
                       A*          AAA
                       B           CCC
   
                       * Bond-insured class.


CHAMPION ENTERPRISES: Buys ModularUK with $4 Mil. Debt Assumptions
------------------------------------------------------------------
Champion Enterprises Inc. expanded its international segment
through the acquisition of ModularUK Building Systems Limited for
a nominal initial cash payment and the assumption of approximately
$4 million of debt.  

In connection with the acquisition, it has entered into a lease
agreement for three additional buildings near Driffield, East
Yorkshire, approximately 60 miles northeast of Champion's existing
U.K. operations.

While ModularUK operates leased manufacturing facilities located
in East Yorkshire, the business will be relocated to the new
Driffield site upon completion of leasehold improvements,
occupying one of the three new buildings.  The two remaining
buildings, upon completion, will provide approximately 25%
additional manufacturing capacity for the company's Caledonian
operations.  The new Driffield site is expected to be fully
operational later this year.

"ModularUK brings to Champion not only strong, profitable current
operations but additional management depth and much needed
manufacturing capacity to continue to grow and expand our U.K.
operations," William Griffiths, chairman, president and chief
executive officer of Champion Enterprises Inc., stated.  

"In addition, entry into the modular healthcare and education
construction sectors will help fuel the future growth of our
international segment and the continued diversification of
Champion," Mr. Griffiths added.  "We are proud to have the
ModularUK team join with Caledonian's management in leading our
growing business abroad."

             About ModularUK Building Systems Limited

Headquartered in United Kingdom, ModularUK Building Systems
Limited -- http://www.modularuk.com/-- designs, produces and  
installs steel-framed modular and volumetric buildings serving
clients in the healthcare, education and commercial sectors
throughout the United Kingdom.  ModularUK operates two
manufacturing facilities in East Yorkshire, England.

               About Champion Enterprises Inc.

Based in Auburn Hills, Michigan, Champion Enterprises Inc. (NYSE:
CHB) -- http://www.championhomes.com/-- operates 31 manufacturing    
facilities in North America and the United Kingdom working with
independent retailers, builders and developers.  The Champion
family of builders produces manufactured and modular homes, as
well as modular buildings for government and commercial
applications.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Standard & Poor's Ratings Services raised its ratings on Champion
Enterprises Inc.'s senior notes due 2009 and on Champion Home
Builders Co.'s senior secured credit facility to 'B+' from 'B'.
At the same time, S&P upgraded the recovery ratings on the senior
notes and the credit facility to '3' from '5'.  Concurrently, S&P
affirmed the 'B+' corporate credit ratings.  The outlook for both
entities is stable.


CHARLES RIVER: Moody's Changes Outlook to Stable; Retains Ratings
-----------------------------------------------------------------
Moody's Investors Service revised the outlook of Charles River
Laboratories International, Inc. to stable from negative and
affirmed the existing ratings.  Moody's also affirmed Charles
River's speculative grade liquidity rating of SGL-1 reflecting
S&P's belief that the company should continue to have very good
liquidity throughout 2008.

The change in outlook to stable reflects several favorable trends
in Charles River's business since Moody's changed the outlook to
negative in December 2006.  For example, demand for Charles
River's research models and services has continued to strengthen,
in particular for transgenic models, which had been weak at the
time of the negative outlook.  Moody's also believes that Charles
River should begin to benefit more meaningfully in 2008 from its
capital investments as new facilities and capacity expansions
begin to ramp up.

The Ba1 Corporate Family Rating continues to reflect Charles
River's leading market positions in its core preclinical research
services markets, low customer concentration, relatively stable
business profile and strong operating cash flow generation.  The
ratings are constrained by the high level of capital investment
and limited free cash flow, the risk of shareholder friendly
policies and the company's limited scale relative to investment
grade health care companies.  The affirmation of the ratings and
stable outlook do not incorporate the expectation for any
meaningful increase in adjusted leverage in the near-term.

Ratings Affirmed/LGD Assessments Revised:

Charles River Laboratories International, Inc.

  -- Corporate Family Rating, Ba1

  -- Probability of Default Rating, Ba1

  -- Speculative Grade Liquidity Rating, SGL-1

  -- Senior Secured $200 million Revolving Credit Facility due
     2011, Baa3 (LGD2, 20%)

  -- Senior Secured $156 million Term Loan facility
     ($109.2 million outstanding at 12/31/2007) due 2011, Baa3
     (LGD2, 20%)

Charles River Laboratories Preclinical Services Montreal
(subsidiary)

  -- Canadian Revolving Credit Facility (CAD $12 million), Baa3
     (LGD2, 20%)

Charles River Laboratories Preclinical Services Edinburgh
(subsidiary)

  -- GBP Revolving Credit Facility (GBP 6 million), Baa3
     (LGD2, 20%)

The rating outlook is stable.

Charles River, headquartered in Wilmington, Massachusetts,
provides research tools and integrated support services for drug
discovery and development.  The company's business segments are
Research Models and Services, which involves the commercial
production and sale of animal research models; and Preclinical
Services, which involves the research, development and safety
testing of drug candidates.  The company reported revenues of
$1,231 million for the twelve months ended Dec. 29, 2007.


CHARTER COMMS: Moody's Holds Junk Ratings on Adequate Liquidity
---------------------------------------------------------------
Moody's Investors Service assigned B1 and B3 ratings,
respectively, to the new $275 million senior secured (1st lien)
term loan and $500 million of senior secured (2nd lien) notes,
both due 2014, to be issued by Charter Communications Operating,
LLC, an indirect majority-owned subsidiary of Charter
Communications, Inc.

Moody's also affirmed many of its existing ratings for the current
debt of Charter and its numerous intermediate holding and
operating company subsidiaries, as outlined below, although
existing ratings for approximately $8.3 billion of combined
secured and unsecured term debt at CCO and other intermediate
holding companies were lowered by one notch.

                    Charter Communications, Inc.

  -- Corporate Family Rating:Affirmed Caa1
  -- Probability-of-default Rating: Affirmed Caa2
  -- Senior unsecured notes: Affirmed Ca, LGD5 - 87%

                Charter Communications Holdings, LLC.

  -- Senior unsecured notes: Affirmed Ca, LGD5 - 84%

                       CCH I Holdings, LLC.

  -- Senior unsecured notes: Affirmed Caa3, LGD5 - 77% (changed
     from LGD5 - 76%)

                           CCH I, LLC.

  -- Senior secured notes: Downgraded to Caa3, LGD5 - 77%, from
     Caa2, LGD4 - 58%

                           CCH II, LLC.

  -- Senior notes: Downgraded to Caa2, LGD3 - 41%, from Caa1,
     LGD3 - 40%

                        CCO Holdings, LLC.

  -- 8 ¾% Senior notes due 2013: Affirmed Caa1, LGD3 - 32%
     (changed from LGD3 - 30%)

  -- Term Loan Due 2014: Affirmed Caa1, LGD3 - 32%, (changed from
     LGD3 - 30%)

              Charter Communications Operating, LLC.

  -- New $500 million 2nd lien notes due 2014: Assigned B3,
     LGD2 - 23%

  -- $275 million incremental Term Loan facility due 2014:
     Assigned B1, LGD1 - 6%

  -- Senior 8% 2nd lien notes due 2012: Downgraded to B3, LGD2 -
     23%, from B2, LGD2 - 22%

  -- Senior 8 3/8% 2nd lien notes due 2014: Downgraded to B3, LGD2
     - 23%, from B2, LGD2 - 22%

  -- $6.5 billion existing Term Loan facility due 2014: Affirmed
     B1, LGD1 - 6%

  -- $1.5 billion revolving credit facility due 2013: Affirmed B1
     - LGD1 - 6%

  -- Outlook: Stable

  -- Speculative Grade Liquidity Rating - Affirmed SGL-3

Rating affirmations, proforma for the assumed successful
completion of the pending transactions, are significantly
influenced by the maintenance of an "adequate" liquidity profile
as incorporated in the SGL-3 speculative grade liquidity rating,
with existing external committed lines of credit now again able to
cover the cash absorptive funding needs of the company over the
SGL rating horizon through the first half of 2009.  Rating
downgrades for a portion of the company's debt instruments
resulted from higher assumed loss rates stemming from the
effective and/or structural subordination of these claims to a
larger and still growing amount of senior-ranking claims, both at
present and as anticipated in an event of default scenario.

In the absence of raising new money and subsequently freeing up
availability under the existing $1.5 billion revolving credit
facility to fund ongoing free cash flow deficits, Moody's believes
that liquidity may have fully eroded by the around the middle of
2009.  "Although not expected, if the transactions fail to clear
the market, downward rating pressure reflecting the subsequently
weaker forward-looking liquidity profile and higher embedded
default risk are increasingly likely, and on a rather imminent
basis," noted Moody's Senior Vice President Russell Solomon.

"As they have for many years now, Charter's ratings continue to
reflect a high probability of default (as evidenced by the Caa2
probability of default rating) and a fundamental mismatch between
its liability structure and its business model," Solomon added.   
Notwithstanding Charter's balance sheet challenges, though, the
proposed transactions -- if successfully completed -- will again
provide evidence of the company's continued access to the debt
capital markets, even under what are arguably now some of the most
difficult current market conditions in recent history.  

The company has been able to opportunistically enhance near-to-
intermediate term liquidity over the past few years by effecting
various debt exchanges, refinancings and asset sales, mitigating
the risk of what might otherwise have been a larger requisite
restructuring following an actual payment default in the absence
thereof.  In recent periods, such liquidity-enhancing transactions
benefited from strong market liquidity, accompanied by noteworthy
improvements in operating performance, albeit off of a
historically depressed base.  Nonetheless, Moody's continues to
believe that such a right-sizing of the balance sheet liabilities
is still needed and may ultimately be forthcoming, particularly as
the increasingly competitive operating environment exacerbates the
company's rapidly rising debt service costs and refinancing
requirements in the out years of Moody's rating horizon, with
perhaps as much as $7 billion of current debt obligations now
likely a candidate for being equitized in some form, at some
future date.

Headquartered in St. Louis, Missouri, Charter Communications is a
domestic multiple system cable operator serving approximately
5.2 million basic video subscribers (and 5.6 million customers).


CHARTER COMMS: S&P Changes Outlook to Neg on Liquidity Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Charter Communications Inc. and revised its
outlook to negative from stable.  The outlook revision reflects
increased concerns about the company's liquidity given expected
cash outflows, current credit market conditions and the sizeable
maturities beginning in 2010.
     
At the same time, S&P lowered the second and third lien senior
secured bank loan ratings at various Charter entities due to
proposed new issuances.  In addition, Charter Communication
Operating LLC.'s senior second lien notes were lowered to 'B' (one
notch higher than the 'B-' corporate credit rating) from 'B+'.  
The recovery rating was revised to '2', indicating that lenders
can expect substantial (70%-90%) recovery in the event of a
payment default, from 1.
     
The issue rating on CCO Holdings LLC's $350 million third lien
term loan was lowered to 'CCC' (two notches below the corporate
credit rating), from 'B+'.  The recovery rating was revised to
'6', indicating expectations of negligible (0%-10%) recovery in
the event of a default, from '1'.
     
Finally, S&P assigned a 'B+' issue rating to Charter
Communications Operating LLC's proposed $275 million first lien
incremental term loan B, with a recovery rating of '1', indicating
expectations for very high recovery in the event of default.  S&P
assigned a 'B' issue rating, one notch above the CCR, to Charter
Communications Operating LLC's proposed $500 million senior second
lien notes due 2014 with a '2 recovery rating, indicating
expectations for substantial (70%-90%) recovery in the event of a
payment default.
     
S&P also assigned a '6' recovery rating, indicating expectations
for negligible (0%-10%) recovery in the event of default to the
existing 11% senior notes due 2015 issued by CCHI LLC.


CHARTER COMMUNICATIONS: Plans to Borrow $275 Million in Term Loans
------------------------------------------------------------------
Charter Communications, Inc.'s subsidiary, Charter Communications
Operating, LLC, plans to borrow up to $275 million principal
amount of incremental term loans under the Charter Operating
credit facilities.

The net proceeds of the proposed Incremental Term Loans will be
used to reduce borrowings, but not commitments, under the
revolving portion of the Charter Operating credit facilities and
for general corporate purposes.

As proposed, the Incremental Term Loans will have a final maturity
of March 6, 2014, and prior to this date will amortize in
quarterly principal installments totaling 1% annually beginning on
June 30, 2008.  The Incremental Term Loans will bear interest at
rates to be agreed with the lenders of the Incremental Term Loans
and will otherwise be governed by and subject to the existing
terms of the Charter Operating credit facilities.

The closing of the Incremental Term Loans is expected shortly
after the completion of the proposed $500 million principal amount
of 2nd lien notes offering by Charter Operating, announced
separately this morning.  The Company expects, subject to market
conditions, that the sale of the Incremental Term Loans would be
completed in approximately one to two weeks.  The closing of the
offering of the Notes is not conditioned upon the closing of the
Incremental Term Loans.

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

At Dec. 31, 2007, the company's balance sheet showed stockholders'
deficit of $7.8 billion, compared to a deficit of $6.2 billion in
Dec. 31, 2006.


CHARTER COMMUNICATIONS: Plans to Issue $500 Mil. of 2nd Lien Notes
------------------------------------------------------------------
Charter Communications, Inc.'s subsidiary, Charter Communications
Operating, LLC, intends to offer for sale an aggregate of
$500 million principal amount of 2nd lien notes due 2014, which
are to be guaranteed by CCO Holdings, LLC and certain subsidiaries
of Charter Operating.

The net proceeds of this proposed issuance will be used to repay,
but not permanently reduce, the outstanding debt balances under
the existing revolving credit facility of Charter Operating.

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

At Dec. 31, 2007, the company's balance sheet showed stockholders'
deficit of $7.8 billion, compared to a deficit of $6.2 billion in
Dec. 31, 2006.


CHARYS HOLDING: Can Hire Richards Layton as Bankruptcy Co-Counsel
-----------------------------------------------------------------
Charys Holding Company Inc. and Crochet & Borel Services Inc.
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Richards Layton & Finger P.A. as their
bankruptcy co-counsel, nunc pro tunc to Feb. 14, 2008.

As the Debtors' co-counsel, RL&F is expected to:

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

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

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

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

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

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

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

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

Mr. Collins can be reached at:

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

                       About Charys Holding

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


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

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

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

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

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

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

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

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

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

Mr. Brenner can be reached at:

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

                       About Charys Holding

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


CHRYSLER LLC: Idles Facility in Delaware Due to Axle Labor Strike
-----------------------------------------------------------------
Chrysler LLC will temporarily close its vehicle assembly facility
in Newark, Delaware, this week, as the strike among members of the
United Auto Workers union at American Axle & Manufacturing Inc.
stretches, Terry Kosdrosky of The Wall Street Journal reports.

WSJ relates citing spokeswoman Michele Tinson, American Axle
supplies Chrysler components for the Dodge Durango and Chrysler
Aspen sport utility vehicles in Newark and two versions of the
Dodge Ram pickup made in Saltillo, Mexico.

As reported in the Troubled Company Reporter on Feb. 27, 2008,
UAW union president Ron Gettelfinger and Vice President James
Settles disclosed that members at American Axle began an unfair
labor practices strike at 12:01 a.m. on Feb. 26, 2008, following
expiration of a four-year master labor agreement, which expired at
11:59 p.m., Feb. 25, 2008.

American Axle, which earned $37 million on $3.25 billion sales in
2007, wants a deal like those UAW gave General Motors Corp., Ford
Motor Co., Chrysler LLC, and parts makers Delphi Corp. and Dana
Corp., insisting that cutting labor costs is essential to be
competitive, according to The Associated Press.  The auto parts
supplier is asking the union to approve $20 to $30 hourly wage
cuts from $73 per hour it pays now to $27 per hour, saying that
its original U.S. locations incurred losses for three years.

TCR relates that a Chrysler assembly plant in Windsor, Ontario was
forced to temporarily shut down after Canadian Auto Workers union
members of TRW Automotive Inc. went on strike on Feb. 28, 2008,
due to failed wage increase talks.  TRW supplies Chrysler
suspension modules for Dodge Caravan and Town & Country minivans.

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

                          *     *     *

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


COMPLETE PRODUCTION: S&P Upgrades Corporate Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on oilfield services company Complete Production Services
to 'BB-' from 'B+'.  At the same time, S&P raised the rating on
Complete's $650 million 8% senior unsecured notes to 'B+' from
'B'.  The outlook is stable.
     
"The upgrade reflects Complete's growing completion and production
segment," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  "Also, the company's geographic markets are
expanding, and we expect that it will continue to improve its
business and operational diversity while maintaining a strong
financial profile."
     
As of Dec. 31, 2007, the Houston-based company had $887 million of
debt, adjusted for operating-lease expenses.
     
The ratings on Complete reflect the company's weak business
position as an oilfield services provider with an aggressive
growth strategy in this historically cyclical, capital-intensive,
and highly competitive industry.  Slightly mitigating these
weaknesses are the company's diversified product lines in the
currently favorable well-servicing environment, and its improved
financial profile.


COUNTRYWIDE FINANCIAL: FBI Digs Deep Into Evidence; Finds Errors
----------------------------------------------------------------
The U.S. Federal Bureau of Investigation is fielding evidence from
its investigation of Countrywide Financial Corp., which
potentially exposes the company's slipshod and dubious lending
practices, Glenn R. Simpson of The Wall Street Journal reports.

According to WSJ, the FBI discovered that many loan documents bear
incorrect and faulty information on the mortgage clients the
mortgage lender was servicing.

The FBI is also mulling over the company's practice of originating
and selling home loans to people who have questionable credit
histories, says WSJ.  Countrywide, aside from being the top
company in loan originations, seemed to be the "most aggressive"
in pursuing the sale of loans to barely unqualified mortgage
buyers, WSJ relates.

These "subprime" loans are then packaged into securities and sold
off to investors.  The FBI is honing its lenses on these
securitizations, which can be fraught with "disclosure issues",
WSJ cites former U.S. Department of Justice fraud investigator
Joshua Hochberg.

"You have to disclose what percentage of the loans are performing
and the adequacy of how the loans are underwritten.  So there
could be fraud if there are knowing and intentional lies in those
financial statements," WSJ quotes Mr. Hochberg as saying.  "The
SEC will always look to see whether there is insider trading at a
time when you have reason to believe that the loan portfolio is
crumbling," he added.

As reported in the Troubled Company Reporter on March 11, 2008,
Countrywide 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.

The House Oversight and Government Reform Committee, 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.

"When you securitize a pool of loans, you vouch for the quality of
those loans," WSJ quotes Constance Wilson, Interthinx Inc. fraud
expert, as saying.

Ely & Associates analyst Bert Ely remarked, "If Countrywide's got
a problem, everybody's got a problem," he told WSJ, referring to
dubious lending practices already widespread in the industry.

                   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.


CREDIT SUISSE: Moody's Junks Ratings on Two Certificate Classes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of 18 classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C3:

  -- Class A-2, $29,024,982, affirmed at Aaa
  -- Class A-3, $209,402,000, affirmed at Aaa
  -- Class A-4, $102,918,000, affirmed at Aaa
  -- Class A-5, $694,474,000, affirmed at Aaa
  -- Class A-1-A, $321,053,152, affirmed at Aaa
  -- Class A-X, Notional, affirmed at Aaa
  -- Class A-SP, Notional, affirmed at Aaa
  -- Class B, $45,084,000, affirmed at Aa2
  -- Class C, $14,345,000, affirmed at Aa3
  -- Class D, $28,690,000, affirmed at A2
  -- Class E, $16,395,000, affirmed at A3
  -- Class F, $20,493,000, affirmed at Baa1
  -- Class G, $16,394,000, affirmed at Baa2
  -- Class H, $22,542,000, affirmed at Baa3
  -- Class J, $8,198,000, affirmed at Ba1
  -- Class K, $6,147,000, affirmed at Ba2
  -- Class L, $8,198,000, affirmed at Ba3
  -- Class M, $6,148,000, affirmed at B1
  -- Class N, $6,147,000, downgraded to Caa1 from B2
  -- Class O, $2,050,000, downgraded to Caa2 from B3

As of the Feb. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.6%
to $1.58 billion from $1.64 billion at securitization.  The
Certificates are collateralized by 171 mortgage loans ranging in
size from less than 1.0% to 9.4% of the pool, with the top 10
loans representing 33.2% of the pool.  The pool includes one
investment grade shadow rated loan, representing 3.2% of the
outstanding pool balance.  Twenty-two loans, representing 22.8% of
the pool, have defeased and are secured by U.S. Government
securities.

One loan has been liquidated from the pool, resulting in a minimal
loss of approximately $262,000.  Currently there are five loans,
representing 2.4% of the pool, in special servicing.  The sponsor
of four of the specially serviced loans is Michael B. Smuck, a
major owner of multifamily properties in the U.S. southwest.   
Moody's is projecting an aggregate loss of $6.8 million from the
specially serviced loans.  Twenty-nine loans, representing 13.1%
of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 97.1% and 79.3% of the performing loans,
respectively.  Moody's loan to value ratio for the conduit
component is 91.7%, the same as at last review in March 2007,
compared to 91.1% at securitization.  Moody's is downgrading
Classes N and O due to anticipated losses from specially serviced
loans and LTV dispersion.  Based on Moody's analysis, 28.2% of the
conduit pool has an LTV greater than 100.0%, compared to 17.1% at
last review and 14.3% at securitization.

The shadow rated loan is the Mizner Park Loan ($50.3 million -
3.2%), which is secured by a leasehold interest in a 504,500
square foot mixed-use property located in Boca Raton, Florida.  
The collateral is part of a larger property known as Mizner Park,
which includes office, retail and residential components.  The
office (53.1%) and retail (46.9%) components secure this loan.  As
of March 2007 the collateral was 85.7% leased, compared to 88.4%
at last review.  Moody's current shadow rating is Baa2, the same
as at last review.

The three largest conduit loans represent 16.9% of the pool.  The
largest conduit loan is the Pacific Design Center Loan
($148.8 million -- 9.4%), which is secured by a 916,000 square
foot office and design showroom complex located in West Hollywood,
California.  In addition to the showroom and office space, the
property also houses a 384-seat theater and screening room,
conference facilities, a two-story gallery leased to the Museum of
Contemporary Art, a fitness facility and two restaurants.  The
property was 89.0% leased as of January 2008, compared to 87.4% at
last review.  The three largest leases are with affiliates of the
marketing firm, Interpublic Group, and represent 15.8% of the
premises (lease expirations in June 2012, July 2015 and January
2017).  Moody's LTV is 80.2%, the same as at last review.

The second largest conduit loan is the 160 West 24th Street Loan
($72.4 million - 4.6%), which is secured by a 204-unit multifamily
property located in the Chelsea submarket of New York City.  The
property is 100.0% master leased to ExecuStay through January
2017.  The lease can be terminated at any time subject to a
termination fee of $15.6 million that is guaranteed by Marriott
International, Inc. (Moody's senior unsecured rating Baa2; stable
outlook).  Moody's LTV is 85.8%, compared to 87.1% at last review.

The third largest conduit loan is the Centerpointe Mall Loan
($45.0 million -- 2.8%), which is secured by a 774,000 square foot
retail center located in Grand Rapids, Michigan.  The center is a
hybrid mall/power center that includes nine big box tenants as
well as five tenants that exceed 10,000 square feet.  The in-line
tenancy is 166,000 square feet.  The largest tenants are
Klingman's Furniture Company (24.2% GLA; lease expiration June
2008), Menard Corporation (10.5% GLA; lease expiration July 2008)
and Toys R Us (5.6% GLA; lease expiration January 2009).  The in-
line space was 85.5% occupied as of December 2007, compared to
90.0% at securitization.  The loan is on the servicer's watchlist
due to issues with the largest tenant, Klingman's.  Klingman's has
exercised an early termination option effective June 1, 2008.   
Moody's LTV is in excess of 100.0%, compared to 85.3% at last
review.


CRUM & FORSTER: Strong Earnings Cues S&P's Positive Watch Listing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its counterparty credit
and financial strength ratings on Crum & Forster Holdings Corp.,
and Fairfax Financial Holdings Ltd., FFH's operating insurance
companies on CreditWatch with positive implications.
      
"The CreditWatch is based on strong earnings in 2007, and we
expect 2008 to be another strong year," said Standard & Poor's
credit analyst Damien Magarelli.  

Fairfax exhibited strong and improved underwriting and a combined
ratio of 94% in 2007.   Investment results in 2007 were very
strong, due to significant increased net investment gains related
to credit default swaps of $1.1 billion, which Fairfax sold for
proceeds of $199 million in 2007 and $651 million through Feb. 15,
2008.  Thus, earnings will likely be very strong for Fairfax in
2008 due to investment earnings alone.  

The combination of strong underwriting and investment returns has
contributed to 2007's shareholders' equity increasing 49% to $4.1
billion from $2.8 billion, and this further supports the
CreditWatch.  Following a further review of governance, a one-
notch upgrade might be possible in the next three months if the
review highlights that this area does not restrict the rating.  If
the governance review concludes that this function and related
management controls are not consistent with a higher rating, the
outlook will likely be revised to stable.
     
The rating is based on a good competitive position that is
diversified geographically and by sector, as well as reduced debt
leverage.  Fairfax historically measured very high debt leverage,
but this has been steadily declining the past few years and at
year-end 2007 was 28%--now a strength to the rating.  This is
expected to be maintained at less than 30%.  Standard & Poor's
also expects strong underwriting performance with a combined ratio
of less than 100%, while strong holding company liquidity is
maintained with at least $250 million in cash.  Negative factors
to the rating are governance, which though improving, is still a
concern; high reinsurance recoverables, although declining; and
the historical use of finite reinsurance, although many of these
contracts have been commuted.

                          *     *     *

Crum & Forster Holdings Corp. holds Standard and Poor's 'BB+' long
term local issuer credit rating.


CSFB: Fitch Junks Ratings on Two Certificate Classes
----------------------------------------------------
Fitch Ratings has taken rating actions on these CSFB transactions:

CSFB 2002-18 Group 2

  -- Class A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 downgraded to 'CC/DR2' from 'B';
  -- Class II-B-4 remains 'C/DR6';
  -- Class II-B-5 remains 'C/DR6'.

CSFB 2002-22 Groups 3 and 4

  -- Class A affirmed at 'AAA';
  -- Class D-B-1 affirmed at 'AA';
  -- Class D-B-2 downgraded to 'CC/DR2' from 'A';
  -- Class D-B-3 remains 'C/DR6';
  -- Class D-B-4 remains 'C/DR6'.

The affirmations, affecting approximately $38.4 million of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.  The downgrades,
affecting approximately $2.3 million in outstanding certificates,
reflect deterioration in the relationship between CE and loss
expectation.

The collateral of the above transactions primarily consists of
30- and 15-year fixed-rate mortgage loans extended to Prime Alt-A
borrowers and are secured by first liens, primarily on one- to
four-family residential properties.  As of the February 2008
distribution date, the above transactions are seasoned from 66
(series 2002-22 Groups 3 and 4) to 68 (series 2002-18 Group 2)
months.  The pool factors range from 7% (series 2002-18 Group 2)
to 8% (series 2002-22 Groups 3 and 4).  Chase Home Finance LLC
(rated 'RPS1' by Fitch) is the servicer on both of the
transactions.


CUNNINGHAM LINDSEY: S&P Alters Outlook to Stable; Holds B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Cunningham Lindsey Group Inc. to stable from negative.
     
Standard & Poor's also said that it affirmed its 'B-' counterparty
credit rating on LIN.
      
"The rating on LIN reflects its operations' weak earnings and
dependency on weather-related claims activity for certain
branches," said Standard & Poor's credit analyst Damien Magarelli.   
"It is also based on LIN's weak stand-alone liquidity, extremely
high financial leverage, and low interest coverage.  Offsetting
these weaknesses are LIN's diversified global claims services
network and track record of financial support from Fairfax
Financial Holdings Ltd. and prospective additional financial
flexibility expected from Stone Point."
     
On Dec. 31, 2007, Fairfax and LIN closed the transaction pursuant
to an agreement with Trident IV L.P., a private equity fund
managed by Stone Point, and certain affiliated entities.  Under
this transaction, a new holding company domiciled in the Cayman
Islands, which owns the operating businesses of LIN, has been
established.  Fairfax, through 100% ownership of LIN, owns 45% of
the holding company after contributing a net amount of CDN$12.4
million, and Stone Point owns 51% with its CDN$88 million capital
contribution.  The senior management of LIN owns the remaining 4%.  
Proceeds from this transaction were used to repay $72.8 million in
an unsecured term loan facility due in March 2008 and for working
capital.
     
LIN's CDN$125 unsecured Series B debentures due in June 16, 2008,
remain outstanding.  However, if refinancing is not available by
June 16, 2008, Stone Point and Fairfax are expected to pay the
existing debt off at 51% and 49%, respectively.  This is the
overwhelming reason for the stable outlook, as LIN's ability to
pay off the debt in June 2008 relies heavily on support from the
new holding company's majority owners, Stone Point and Fairfax.


DIOGENES CDO: $120 Mil. Notes Get Moody's Junk Rating
------------------------------------------------------
Moody's Investors Service downgraded ratings of eleven classes of
notes issued by Diogenes CDO III, Ltd., and left on review for
possible further rating action ratings of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: Up to $360,000,000 Class A-1a Floating Rate
Notes Due August 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review with future direction uncertain

Class Description: $120,000,000 Class A-1b Floating Rate Notes Due
August 2046

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

Class Description: $34,400,000 Class A-1c Floating Rate Notes Due
August 2052

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

Class Description: $72,000,000 Class A-2 Floating Rate Notes Due
August 2052

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

Class Description: $36,800,000 Class B-1 Floating Rate Notes Due
August 2052

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

Class Description: $26,400,000 Class B-2 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $36,000,000 Class C-1 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $26,400,000 Class C-2 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $24,000,000 Class D-1 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $8,000,000 Class D-2 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $8,000,000 Class E Deferrable Floating Rate
Notes Due August 2052

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Dec. 11, 2007, of an event of default caused by
the Class A Overcollateralization Ratio falling below 100%
pursuant to Section 5.1(h) of the Indenture dated August 3, 2007.   
This event of default is still continuing.  Diogenes CDO III, Ltd.
is a collateralized debt obligation backed primarily by a
portfolio of RMBS securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain
interests in the transaction may be entitled to direct the Trustee
to take particular actions with respect to the Collateral Debt
Securities and the Notes.  In this regard the Trustee reports that
a majority of the Aggregate Outstanding Amount of the Controlling
Class has directed the Trustee to declare the principal of all the
Notes together with all accrued and unpaid interest thereon
immediately due and payable.  Furthermore, according to the
Trustee, on Feb. 6, 2008 a majority of the Aggregate Outstanding
Amount of the Controlling Class together with the holders of at
least 66 2/3% of the Aggregate Outstanding Amount of the Class D-2
Notes, directed the Trustee to commence the process of the sale
and liquidation of the Collateral in accordance with relevant
provisions of the transaction documents.

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


DLJ MORTGAGE: Fitch Holds 'BB+' Rating on Class B3 Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these DLJ Mortgage
Acceptance Corporation Mortgage pass-through certificates, series
1993-19:

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B1 affirmed at 'AA+';
  -- Class B2 affirmed at 'BBB+';
  -- Class B3 affirmed at 'BB+';
  -- Class B4 remains 'CC/DR5'.

The affirmations, affecting approximately $3.7 million of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.


DOUGLAS ARMSTRONG: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Douglas C. Armstrong
        760 Southeast 22nd Avenue
        Pompano Beach, FL 33062

Bankruptcy Case No.: 08-12800

Chapter 11 Petition Date: March 10, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: John A. Moffa, Esq.
                     (trusteeattorney@gmail.com)
                  7771 West Oakland Park Boulevard, Suite 141
                  Sunrise, FL 33351
                  Tel: (954) 634-4733
                  Fax: (954) 634-4741

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Fixel & La Rocco               Legal fees            $2,045
3850 Hollywood Boulevard       divorce
Suite 300
Hollywood, FL 33021


DIABLO GRANDE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Diablo Grande, LP
        9521 Morton Davis Drive
        Patterson, CA 95363

Bankruptcy Case No.: 08-90365

Chapter 11 Petition Date: March 10, 2008

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: Michael H. Ahrens, Esq.
                  4 Embarcadero Center 17th Floor
                  San Francisco, CA 94111
                  Tel: (415) 434-9100

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

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


DURA AUTOMOTIVE: Seeks $230 Mil. Financing to Execute Revised Plan
------------------------------------------------------------------
DURA Automotive Systems, Inc., will obtain $230 million of new
financing to implement the revised Chapter 11 Plan of
Reorganization the company, which was filed March 7.  The new
financing consists of a $150,000,000 first lien term loan and an
$80 million second lien loan.

The $230 million new financing may come from the existing banks in
negotiations with DURA, including Cerberus Capital Management's
Ableco Finance, LLC, the Associated Press said quoting DURA
spokesperson Christina Stenson.  Ableco has also extended a
$170 million bankruptcy loan to DURA in late January.

To recall, DURA intended, but failed, to obtain $425 million of
financing to implement the Chapter 11 Plan it filed in August
2007.  As a result of the failure to obtain the loans, DURA
scrapped its exit plan and came up with a new one.

The Revised Plan proposes to distribute DURA's new common stock to
holders of claims under the six-year $150 million senior secured
second term loan, dated May 3, 2005, holders of 8.625% senior
notes due April 15, 2012, and other general unsecured claimants.  
DURA's August 2007 Plan intended to pay top level creditors in
full.

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


ENCYSIVE PHARMA: Regains Compliance Under Nasdaq's Listing Rules
----------------------------------------------------------------
On March 5, 2008, Encysive Pharmaceuticals Inc. received
notification from NASDAQ that it had regained compliance with
NASDAQ's continued listing requirements under Marketplace Rule
4450(a)(5).  The company regained compliance after the closing bid
price of the company's common stock was $1.00 per share or greater
for at least 10 consecutive business days and, accordingly, NASDAQ
advised the company that this matter is now closed.

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Encysive Pharmaceuticals Inc. received a delisting warning letter
from the Nasdaq Stock Market, notifying it that the company's
closing price per share for its common stock was below the $1
minimum bid price for 30 consecutive trading days.

Encysive was given 180 calendar days, or until June 16, 2008, to
regain compliance.  

                  About Encysive Pharmaceuticals

Headquartered in Houston, Texas, Encysive Pharmaceuticals Inc.
(Nasdaq: ENCY) -- http://www.encysive.com/-- is a
biopharmaceutical company engaged in the discovery, development
and commercialization of novel, synthetic, small molecule
compounds to address unmet medical needs.  The company's research
and development programs are predominantly focused on the
treatment and prevention of interrelated diseases of the vascular
endothelium and exploit the company's expertise in the area of the
intravascular inflammatory process, referred to as the
inflammatory cascade, and vascular diseases.

                       Going Concern Doubt

KPMG LLP, in Houston, expressed substantial doubt about Encysive
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and net
capital deficiency.


ENESCO GROUP: Plan Confirmation Hearing Deferred to April 9
-----------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois deferred to April 9, 2008, at 10:00 a.m. the hearing to
consider confirmation of Enesco Group, Inc. and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

The hearing will be held at 219 South Dearborn, Courtroom 613 in
Chicago, Illinois.

As reported in the Troubled Company Reporter on Oct. 25, 2007,
the Court originally set Nov. 28, 2007, to consider confirmation
of the Debtors' amended plan.

                       Overview of the Plan

Under the Plan, the Debtors propose to liquidate their remaining
assets and distribute the proceeds to the holders of the allowed
claims.  The principal source of the distributions will be:

   a) cash on hand as of the effective date of the Plan;

   b) proceeds from the Debtors' lender settlement;

   c) proceeds and tax refunds arising out of the resolution of
      the Hong Kong Tax Dispute;

   d) proceeds from the Contingency Litigation Agreement; and

   e) Litigation Trust Proceeds.

           Summary Treatment of Claims Under The Plan

The Plan proposes that all holders of allowed administrative
claims, allowed priority claims, other than the Internal Revenue
Service, and the allowed non-tax priority claims will have their
allowed claims paid in full on or about the effective date of the
plan from the proceeds of the Lender Settlement.

In addition, within 60 days of the effective date, general
unsecured creditors will receive their pro-rate share of $480,000
from the proceeds of the Lender Settlement.  The Debtors say that
general unsecured creditors are expected to receive 27% of their
claims.  Unsecured creditors will further be entitled to receive
additional future distribution.

Within the same time frame, the Internal Revenue Service will
receive $650,000 from the proceeds of the Lender Settlement and
will be entitled to receive additional future distribution.

Additional contributions, the Debtors say, are however, contingent
on future recoveries by the Debtors and are not guaranteed.  The
Contingency Litigation Trust, the Debtors add, are also not
guaranteed.

        Summary Creditor Treatment if Plan is Not Confirmed

The Debtors tell the Court that if the Plan is not confirmed, then
they are not substantively consolidated for purposes of the Plan
or their cases are converted to ones under Chapter 7 of the
Bankruptcy Code.

At the conclusion of the Chapter 7 cases, administrative claims
will still be paid in full.  However, tax priority claims holders
will only receive 4.9% of their claims.  General Unsecured
Creditors on the other hand, will receive nothing.

The Debtors reveal that the primary reasons for the significantly
smaller distributions under this scenario are:

   1) the proceeds and other benefits from the:

      -- Lender Settlement;
      -- the Contingency Litigation Agreement; and
      -- the resolution of the Hong Kong Tax Dispute,

      will be substantially compromised or lost, resulting in a
      significantly smaller recovery by the Debtors' estates; and

   2) there will be additional administrative costs if the
      Plan is not confirmed.

                       About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.
Adelman & Gettleman Ltd. represents the Official Committee of
Unsecured Creditors as bankruptcy counsel.  In schedules of assets
and debts filed with the Court, Enesco disclosed total assets of
$61,879,068 and total debts of $231,510,180.


EPICOR SOFTWARE: S&P Withdraws Ratings Upon Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Epicor
Software Corp., including its 'BB-' corporate credit rating and
'B' senior unsecured rating.
     
The rating withdrawal comes at the request of the company.


EVELYN DONALDSON: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Evelyn Donaldson
        fka Evelyn Smardon
        700 Weybridge Circle
        Severna Park, MD 21146

Bankruptcy Case No.: 08-13270

Chapter 11 Petition Date: March 10, 2008

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Linda M. Dorney, Esq.
                     (ldorney@rosenblattlaw.com)
                  Richard B. Rosenblatt, Esq.
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  http://www.rosenblattlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
EMC Mortgage                   Real property and     $281,000
P.O. Box 293150                improvements; value
Lewisville, TX 75029           of security:
                               $690,000; value of
                               senior lien: $570,000

PNC Bank                       Real property and     $150,000
P.O. Box 747032                improvements; value
Pittsburgh, PA 15274           of security:
                               $725,000; value of
                               senior lien: $579,000

Flagstar Bank                  Real property and     $110,00
5151 Corporate Drive           improvements; value
Troy, MI 48098                 of security:
                               $290,000; value of
                               senior lien: $233,000

Chase Auto Finance             2006 Porsche 911;     $85,000
                               value of security:
                               $65,000

American Express               Credit card charges   $64,496

Chevy Chase Bank               2004 Jaguar XKR;      $42,500
                               value of security:
                               $25,000

Citicards                      Credit card charges   $31,450

Bank of America                Credit card charges   $28,000

Chase Card Member Services     Credit card charges   $20,600

100 Harborview Drive Condomium Condominium fees      $15,000

McLean Gardens Condominium     Condominium fees      $15,000
Unit Owners

Montecito Palm Beach           Condominium fees      $15,000
Condominium Association

Cityline at Tenley             Condominium fees      $8,000

Atlantis Condominium           Condominium fees      $5,800
Association

Regatta Condominium            Condominium fees      $5,000
Association


FAIRFAX FINANCIAL: S&P Designates Ratings on Positive CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its counterparty credit
and financial strength ratings on Fairfax Financial Holdings Ltd.,
FFH's operating insurance companies, and Crum & Forster Holdings
Corp. on CreditWatch with positive implications.
      
"The CreditWatch is based on strong earnings in 2007, and we
expect 2008 to be another strong year," said Standard & Poor's
credit analyst Damien Magarelli.  

Fairfax exhibited strong and improved underwriting and a combined
ratio of 94% in 2007.   Investment results in 2007 were very
strong, due to significant increased net investment gains related
to credit default swaps of $1.1 billion, which Fairfax sold for
proceeds of $199 million in 2007 and $651 million through Feb. 15,
2008.  Thus, earnings will likely be very strong for Fairfax in
2008 due to investment earnings alone.  

The combination of strong underwriting and investment returns has
contributed to 2007's shareholders' equity increasing 49% to $4.1
billion from $2.8 billion, and this further supports the
CreditWatch.  Following a further review of governance, a one-
notch upgrade might be possible in the next three months if the
review highlights that this area does not restrict the rating.  If
the governance review concludes that this function and related
management controls are not consistent with a higher rating, the
outlook will likely be revised to stable.
     
The rating is based on a good competitive position that is
diversified geographically and by sector, as well as reduced debt
leverage.  Fairfax historically measured very high debt leverage,
but this has been steadily declining the past few years and at
year-end 2007 was 28%--now a strength to the rating.  This is
expected to be maintained at less than 30%.  Standard & Poor's
also expects strong underwriting performance with a combined ratio
of less than 100%, while strong holding company liquidity is
maintained with at least $250 million in cash.  Negative factors
to the rating are governance, which though improving, is still a
concern; high reinsurance recoverables, although declining; and
the historical use of finite reinsurance, although many of these
contracts have been commuted.

                          *     *     *

Standard and Poor's rating on Fairfax Financial is 'BB+' for its
long term foreign and local issuer credit.


FEDDERS CORP: Wants Committee's $150 Million Lawsuit Denied
-----------------------------------------------------------
Fedders Corporation and its debtor-affiliates object to a lawsuit
filed by Official Committee of Unsecured Creditors against certain
of the Debtors' directors, officers and lenders alleged to have
caused up to $150 million in damages to the Debtors.

The Debtors tell the Court that the Committee has failed to show
the benefits of pursuing the litigation and failed to provide an
explanation as to how it obtained the $150 million figure.

At this juncture, the Debtors face two primary concerns:

   i) unnecessary and meritless litigation, with its related
      drain on the estate's limited resources, must be avoided.

  ii) individual defendants note that they have just recently been
      able to secure legal representation, and that their counsel
      has not had a full and fair opportunity to evaluate the
      merits of the claims raised in the proposed litigation.

The Debtors' prepetition and postpetition lenders are currently
in talks whether the Committee has asserted colorable claims and
permitting the litigation to proceed would justify and outweigh
the significant cost that will follow.

Nroman L. Pernick, Esq., at Cole Schotz Meisel Forman & Lenoard
P.A., in Wilmington, Delaware, said that the claims are "highly
speculative."

Accordingly, the Debtors ask the Court to deny the Committee's
standing motion without prejudice.

A hearing is set on March 19, 2008, at 11:00 a.m., whether to
approve the request.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.


FESTIVAL FUN: Bond Repayments Cues Moody's to Withdraw All Ratings
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Festival Fun
Parks, LLC, including the B2 corporate family rating and the B3
rating on its $150 million of 10 7/8% senior unsecured bonds, due
April 2014.  In conjunction with the sale of Festival's parent
company, Palace Entertainment Holdings, Inc, to Centaur Holdings
United States, Inc., substantially all of those bonds were
tendered and repaid.

Festival Fun Parks, LLC

  -- Corporate Family Rating, Withdrawn, previously rated B2

  -- Probability of Default Rating, Withdrawn, previously rated B2

  -- 10 7/8% Senior Unsecured Bonds due April, 2014, Rating
     Withdrawn, previously rated B3, LGD4, 59%

  -- Outlook, Changed To Rating Withdrawn From Developing


FIRST FRANKLIN: Seven Classes of Certs. Gets S&P's Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes of certificates issued by three First Franklin Mortgage
Loan Trust transactions.  At the same time, S&P affirmed its
ratings on five additional classes from these series.
     
The downgraded transactions have sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs).  As of
the February 2008 remittance report, the severe delinquencies are
as follows (series: severe delinquency amount, percentage of
current pool balance):

     -- 2003-FF4: $10.852 million, 15.95%;
     -- 2005-FF4: $99.256 million, 21.31%; and
     -- 2005-FF10: $187.896 million, 24.32%.
     
In addition, class M-6 from series 2003-FF4 realized a principal
loss of $336,598.72 during the February 2008 remittance period.   
Severe delinquencies for series 2005-FF4 and 2005-FF10 have  
increased by 48.76% and 110.1%, respectively, since August 2007.   
Severe delinquencies are 27.6x and 19.8x the overcollateralization
(O/C) for series 2005-FF4 and 2005-FF10, respectively, indicating
that current support levels will not be adequate to sustain
potential realized losses.
     
Furthermore, realized losses for the transactions have been
accelerating over the past year, exceeding available excess
interest and reducing O/C for each transaction.  Average losses
are as follows (series: three-, six-, 12-month average realized
losses:

     -- 2003-FF4: $0.498, $0.409, $0.382;
     -- 2005-FF4: $1.647, $1.302, $1.045; and
     -- 2005-FF10: $2.139, $1.689, $1.129.
     
Finally, series 2005-FF4 and 2005-FF10 have failed a delinquency
trigger for four and seven consecutive months, respectively.  If
this trend continues, it will impede the ability to disburse
principal payments to the subordinate classes of the transaction
after the step-down date, which causes the classes to be
increasingly susceptible to realizing principal losses.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for these series
consists of a pool of fixed- and adjustable-rate, fully
amortizing, and balloon payment mortgage loans secured by first
liens on one- to four-family residential properties.
   
                          Ratings Lowered

                First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
           Series      Class      To                 From
           ------      -----      --                 ----
           2003-FF4    M-2        B                  B+
           2003-FF4    M-3        CCC                B
           2003-FF4    M-6        D                  CCC
           2005-FF4    M-7        BBB-               BBB+
           2005-FF4    M-8        B                  BBB
           2005-FF4    M-9        CCC                BBB-
           2005-FF4    B-1        CCC                BB
           2005-FF10   M-1        A                  AA+
           2005-FF10   M-2        BB                 AA
           2005-FF10   M-3        B                  A+
           2005-FF10   M-4        CCC                A
           2005-FF10   M-5        CCC                A-
           2005-FF10   M-6        CCC                BBB-
           2005-FF10   M-7        CCC                B+

                        Ratings Affirmed

               First Franklin Mortgage Loan Trust

                 Series      Class      Rating
                 ------      -----      ------
                 2003-FF4    M-1        AA
                 2003-FF4    M-4        CCC
                 2003-FF4    M-5        CCC
                 2005-FF4    B-2        CCC
                 2005-FF10   M-8        CCC


FOCUS ENHANCEMENTS: Inks Pact for $6.5 M. Loan with Heritage Bank
-----------------------------------------------------------------
Focus Enhancements Inc., in a regulatory filing last week,
disclosed that it has finalized a Loan and Security Agreement
dated Feb. 22, 2008, with Heritage Bank of Commerce.  Under the
Loan Agreement, the company may borrow up to $6.5 million through
one or more advances through Feb. 21, 2009, which is the maturity
date.  Carl Berg, a director of the company, has personally
guaranteed the Loan Agreement.

Payment terms under the Loan Agreement are interest only until
maturity.  Interest is payable under the Loan Agreement at prime
plus 1%.  Obligations under the Loan Agreement are secured by the
company's accounts and accounts receivable.  In addition, the
company is required to issue a warrant to the Bank to purchase
75,000 shares of the company's common stock at $0.80 per share.

In connection with Mr. Berg's extension of his personal guarantee,
the company has agreed to continue Mr. Berg's first priority
security interest in all of the company's assets, which he shares
on a pro-rata basis with the Senior Secured Note Holders, except
for the security interest in the company's accounts and accounts
receivable, which have been subordinated to the Bank's security
interest in the accounts and accounts receivable.  The company has
also agreed to issue to Mr. Berg a warrant to purchase 200,000
shares of common stock at an exercise price of $0.40 per share
through March 4, 2013.

The company's $6.5 million credit facility with Venture Banking, a
division of Greater Bay Bank, matured on Feb. 23, 2008, and was
not renewed.

A full-text copy of the Loan and Security Agreement between
Heritage Bank of Commerce and Focus Enhancements Inc., dated
Feb. 22, 2008, is available for free at:

               http://researcharchives.com/t/s?28f0

                     About Focus Enhancements

Headquartered in Campbell, California, Focus Enhancements, Inc.
(NASDAQ: FCSE) -- http://www.Focusinfo.com/-- is a leading   
designer of world class-solutions in advanced, proprietary video
and wireless video technologies.  The company's Semiconductor
Group develops wireless IC chip set based on WiMedia UWB standard
and design as well as markets portable ICs to the video
convergence, portable media, navigation systems and smartphone
markets.  The company's System Group develops video products for
the digital media markets, with customers in the broadcast, video
production, digital signage and digital asset management markets.

                          *     *     *

Burr, Pilger & Mayer LLP, in San Jose, California, expressed
substantial doubt about Focus Enhancements Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations, net capital deficiency and
accumulated deficit.

For the nine months ended Sept. 30, 2007, the company incurred net
losses of $12.0 million and used cash in operating activities of
$10.8 million.


FRANCIS LEE CO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Francis A. Lee Company, A Corporation
        fka Francis A. Lee Exterior Restoration Corp.
        6851 Jericho Turnpike
        Suite 225
        Syosset, NY 11791

Bankruptcy Case No.: 08-71108

Chapter 11 Petition Date: March 7, 2008

Court: Eastern District of New York (Central Islip)

Judge: Carla E. Craig

Debtor's Counsel: Barton Nachamie, Esq.
                  Todtman Nachamie Spizz & Johns PC
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  bnachamie@tnsj-law.com

Estimated Assets: $1 million to $ 10 million

Estimated Debts:  $10 million to $50 million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


GENCORP INC: Terry Hall Steps Down as Chief Executive Officer
-------------------------------------------------------------
Terry L. Hall resigned as chief executive officer and president of
GenCorp Inc. and as a member of the board, effective immediately.   

J. Scott Neish, vice president of GenCorp and president of
Aerojet-General Corporation, will serve as interim chief executive
officer and interim president of GenCorp.  The board has formed a
search committee, chaired by Mr. Lichtenstein, to identify
qualified candidates to fill this position on a permanent basis.   
Once appointed, the new chief executive officer will be added as
the ninth member of the board.

"We are pleased that this matter has been resolved in a manner
that serves the best interests of the company and all GenCorp
shareholders," Mr. Wicks, chairman of the board of GenCorp, said.   
"This agreement increases shareholder representation on our board
and is consistent with our commitment to good corporate governance
and accountability to shareholders."

"We look forward to working with our new directors to build value
for all GenCorp shareholders," Mr. Wicks added.  "We are grateful
to Terry for his leadership, his service and his many
contributions to GenCorp. On behalf of the entire board, I want to
wish Terry well in his future endeavors."

"This agreement is a positive step forward for GenCorp and will
allow the company to focus on creating value for its
shareholders," Mr. Lichtenstein, the managing member of the
general partner of Steel Partners, said.  "Steel Partners has been
an investor in GenCorp since September 2000 and is the largest
shareholder of the company."

"We are confident that the GenCorp board can represent the
interests of all shareholders," Mr. Lichtenstein continued.

Mr. Neish, 60, has served as president of Aerojet-General
Corporation, the largest subsidiary of GenCorp, since Dec. 1,
2005.  Mr. Neish joined Aerojet in 2002 when Aerojet acquired the
in-space propulsion business from general dynamics and has been a
leader in the propulsion industry for more than 20 years.  Prior
to relocating to Sacramento in 2004 as vice president in
operations, Mr. Neish was responsible for the performance of
numerous technical and management roles at Aerojet's Redmond,
Washington operation and its predecessors: general dynamics - OTS;
Primex Aerospace company; Olin Aerospace; and Rocket Research
company.

                          About GenCorp

Headquartered in Rancho Cordova, California, GenCorp Inc.
(NYSE:GY) -- http://www.gencorp.com/-- manufactures aerospace and  
defense systems with a real estate segment that includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.  The company's operations are organized
into two segments: aerospace and defense, and real estate.   
Aerospace and defense includes the operations of Aerojet-General
Corporation, which develops and manufactures propulsion systems
for defense and space applications, armament systems for precision
tactical weapon systems and munitions applications.  Its primary
customers served include major prime contractors to the United
States government, the Department of Defense, and the National
Aeronautics and Space Administratio.  Real estate includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.


GENCORP INC: Agrees with Steel Partners on Board Nominations
------------------------------------------------------------
GenCorp Inc. and Steel Partners II L.P. entered into an agreement
to settle the contest with respect to the election of directors at
the upcoming annual meeting of GenCorp shareholders.

Under the terms of the agreement, the GenCorp board of directors
named to the board three nominees recommended by Steel Partners.  
The new board members are Warren G. Lichtenstein, James R.
Henderson and Martin Turchin.  Three current directors, Charles F.
Bolden Jr., James J. Didion and James M. Osterhoff will not stand
for re-election at the company's March 26, 2008 annual meeting.  
Mr. Bolden previously disclosed his plans not to stand for re-
election.  The size of the board will decrease to eight at the
upcoming annual meeting.

The GenCorp board of directors will recommend that shareholders
vote for these slate of directors at the annual meeting: Mr.
Henderson; Mr. Lichtenstein; David A. Lorber; Todd R. Snyder; Mr.
Turchin; Timothy A. Wicks; Sheila E. Widnall; and Robert C. Woods.   
Steel Partners has agreed to vote its shares in favor of this
slate and has also agreed not to commence any contest with respect
to the election of directors of GenCorp before the 2010 annual
meeting subject to the conditions set forth in the agreement with
GenCorp.

                          About GenCorp

Headquartered in Rancho Cordova, California, GenCorp Inc.
(NYSE:GY) -- http://www.gencorp.com/-- manufactures aerospace and  
defense systems with a real estate segment that includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.  The company's operations are organized
into two segments: aerospace and defense, and real estate.   
Aerospace and defense includes the operations of Aerojet-General
Corporation, which develops and manufactures propulsion systems
for defense and space applications, armament systems for precision
tactical weapon systems and munitions applications.  Its primary
customers served include major prime contractors to the United
States government, the Department of Defense, and the National
Aeronautics and Space Administratio.  Real estate includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.

Steel Partners II L.P. is the largest shareholder in GenCorp Inc.  
and has been an investor of the company since September 2000.


GENCORP INC: S&P Retains 'B+' Rating; Changes Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on GenCorp Inc.  At the same
time, the outlook was revised to negative from stable.
     
"The outlook revision reflects increased concerns about the
company's financial and strategic policy, following the
resignation of the CEO and the addition of three directors
representing an activist shareholder to the GenCorp board," said
Standard & Poor's credit analyst Christopher DeNicolo.  

On March 5, 2007, GenCorp announced that it reached an agreement
with affiliates of Steel Partners LLC, which owns 14% of the
firm's shares, to end a proxy contest over director nominations.   
GenCorp agreed to immediately appoint three of Steel Partners'
nominees to the board. In exchange, Steel Partners agreed, with
some unspecified exceptions, to not contest the election of
directors before 2010.  In addition, the CEO of GenCorp, Terry
Hall, resigned and was replaced on an interim basis by the head of
Aerojet, the company's main unit.  A search committee, which will
be led by one of the new Steel Partners directors, has been formed
to find a permanent replacement.  GenCorp's board already includes
three directors representing Pirate Capital, another activist
investor.
     
In a preliminary proxy filing prior to the settlement, Steel
Partners stated that it was not satisfied with GenCorp's
management, operating performance, efforts to realize the value of
the Sacramento real estate, and share price performance, but did
not propose any specific actions to address these matters, except
to remove the CEO.  "It is not clear yet what impact the new
directors and permanent CEO will have on GenCorp's strategic or
financial policy," said Mr. DeNicolo.
     
The ratings on Sacramento, California-based GenCorp reflect a weak
financial profile, driven by high leverage and weak profitability,
limited diversity, and a modest scale of operations compared with
competitors.  Ratings also reflect ongoing pressures from outside
shareholders.  These factors are offset somewhat by solid niche
positions in aerospace propulsion, and significant real estate
holdings.


GLOBAL MOTORSPORT: Has Approval to Sell Assets to Dae-II for $16MM
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Global Motorsport Group Inc. and its debtor-affiliates
to sell all their assets to Dae-II USA Inc. for $16 million,
according to Bloomberg News.

The Debtor did not receive any competing offers at the February 28
auction.

Bloomberg, citing the Official Committee of Unsecured Creditors of
the Debtors, says that the sale could result in no recovery to the
Committee.

As reported in the Troubled Company Reporter on Feb. 19, 2008
the Court approved the Debtors' proposed bidding procedure for the
sale of substantially all of their assets, subject to better and
higher offers.

As reported in the Troubled Company Reporter on Feb. 6, 2008,
the Debtors told the Court that they agreed to sell all their
assets for $16 million as stated in the asset purchase agreement
dated Jan. 28, 2008, that they entered into with Dae-II.

The Debtors also asked the Court to approve a $500,000 break-up
fee and $300,000 expense reimbursement pursuant to the terms of
the agreement.

                      About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, as counsel.  The U.S. Trustee
for Region 3 has yet to appoint creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  Bayard P.A.
represents the Committee in these cases.  When the Debtors filed
for protection against their creditors, it listed assets between
$50 Million to $100 Million and debts between $100 Million to
$500 Million.


GPS INDUSTRIES: Obtains $3.0 Million Loan from Silicon Valley Bank
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated March 6, 2008, GPS Industries Inc. disclosed that it has
entered into a Loan and Security Agreement with Silicon Valley
Bank.  Under the Loan Agreement, Silicon Valley agreed to make
available to the company advances under a revolving line of credit
of up to $3,000,000.  The  Revolving Line terminates in February
2010 at which time all advances and unpaid interest are due.

The principal amount outstanding accrues interest at a floating
rate per annum of the greater of 1% above the prime rate or 6%,
with interest payable monthly.  The obligations of the company
under the Revolving Line (up to $1,500,000) are guaranteed by
Douglas Wood, the company's chief executive officer, director and
shareholder.  The obligations of the company under the Revolving
Line are also secured by a first priority security interest on the
assets of the company, and certificates of deposit in the
principal amount of $1,500,000 provided by Hansen Inc.  

The Agreement provides for customary covenants.  The company will
use $1,500,000 of the Revolving Line to repay a credit facility
from HSBC Bank which is secured by a letter of credit from Hansen
Inc.

A full-text copy of the Loan and Security Agreement between
Silicon Valley Bank and GPS Industries Inc. is available for free
at http://researcharchives.com/t/s?28f1

                     About GPS Industries Inc.

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets   
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.

                          *     *     *       

Sherb & Co. LLP, in New York, expressed substantial doubt about
GPS Industries Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2006.  The auditing firm pointed to the
company's significant losses and working capital deficiency.

As reported in the Troubled Company Reporter on Nov. 28, 2007
GPS Industries Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $13.9 million in total assets and $14.9 million in
total liabilities, resulting in a $1.0 million total shareholders'
deficit.


GRAHAM PACKAGING: Fitch Affirms Ratings with Stable Outlook
-----------------------------------------------------------
Fitch Ratings has affirmed Graham Packaging Company, L.P.'s Issuer
Default Rating and ratings on the senior secured credit facility
and senior subordinated notes as:

Graham Packaging Company, L.P and subsidiary GPC Capital Corp. I

  -- IDR 'B-';
  -- Senior secured revolving credit facility 'B/RR3';
  -- Senior secured term loan 'B/RR3';
  -- Senior subordinated notes 'CCC/RR6'.

Fitch has also revised these rating:

  -- Senior unsecured notes downgraded to 'CCC/RR6' from
     'CCC+/RR5'.

The Rating Outlook is Stable.  Approximately $2.5 billion of debt
is covered by the ratings.

The affirmation of Graham's 'B-' IDR and current ratings are
supported by the company's leading market shares across its
product categories, strong customer relationships, on-site
integration with many customers, investment in proprietary
technology, and favorable product packaging trends toward
plastics.  Rating concerns include high leverage, weak free cash
flow, resin price volatility, customer concentration, and moderate
or declining sales growth in three out of four product categories,
as well as moderating growth in the historically strongest food
and beverage segment.

The Stable Outlook reflects the relatively steady demand in
Graham's key end markets, and the company's ability to generate
improving free cash flow in recent quarters.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which Graham's
operating performance has been stressed, and the distressed
enterprise value is allocated to the various debt classes.  The
ratings action on the senior unsecured notes was taken following a
recent update to Fitch's recovery analysis for Graham, in which
the allocation of the estimated distressed enterprise value was
modified.  

Previously, Fitch assumed there would be concession payments to
holders of unsecured and subordinated debt obligations, but Fitch
now estimates that concession payments to junior noteholders are
not likely given that in Fitch's distressed scenario the senior
secured bank debt would possibly not obtain full recovery and is
rated 'RR3' (estimated 51% to 70% recovery).  Without concession
payments, the unsecured and subordinated classes are likely to
obtain very little, if any recovery, qualifying both classes as
'RR6' (estimated 0% to 11% recovery).  

The downgrade to 'CCC' from 'CCC+' is based on Fitch's recovery
methodology wherein the notching for a debt obligation rated 'RR6'
is two levels below the IDR.

As of Sept. 30, 2007 Graham had liquidity of $318 million
consisting of $78.7 million of cash and $239.3 million of revolver
availability.  By Fitch calculations, LTM operating EBITDA of
$382.5 million grew 9.6% over the fiscal year-end 2006 figure,
while margin improved 162 basis points to 15.46%.  Total Debt to
operating EBITDA improved to 6.6 times at Sept. 30, 2007 from 7.3x
at Dec. 31, 2006. Covenant compliance EBITDA was $434.3 million at
Sept. 30, 2007, yielding a total leverage ratio of 5.8x.

Fitch will conduct further analysis of Graham's financial
performance when fiscal 2007 results are released in the next few
weeks.


GSC CDO: Moody's Slashes Ratings on Deteriorating Credit Quality
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by GSC CDO 2007-1r, Ltd., and left on review for
possible further downgrade the ratings of three of these classes
of notes.  The notes affected by this rating action are:

Class Description: $375,000,000 Class A-1LA VFN Senior Secured
Floating Rate Notes Due 2039

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $57,000,000 Class A-1LB Senior Secured Floating
Rate Notes Due 2039

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $150,000,000 Class A-1LC Senior Secured
Floating Rate Notes Due 2039

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $57,000,000 Class A-2L Senior Secured Floating
Rate Notes Due 2039

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

Class Description: $36,000,000 Class A-3L Secured Deferrable
Floating Rate Notes Due 2039

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

Class Description: $18,000,000 Class B-1L Mezzanine Secured
Deferrable Floating Rate Notes Due 2039

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

Class Description: $12,000,000 Class B-2L Mezzanine Secured
Deferrable Floating Rate Notes Due 2039

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

Class Description: $12,000,000 Class B-3L Mezzanine Secured
Deferrable Floating Rate Notes Due 2039

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

Class Description: $6,000,000 Class C Mezzanine Secured Deferrable
Floating Rate Notes Due 2039

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

The rating downgrade actions reflect, among other factors,
deterioration in the credit quality of the underlying portfolio,
as well as the occurrence on Nov. 5, 2007, as reported by the
Trustee, of an event of default described in Section 5.01(h) of
the Indenture dated April 18, 2007.

GSC CDO 2007-1r, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's has received notification from the Trustee
that it has received notice of acceleration of maturity from the
majority of the controlling class.

The rating downgrades taken reflect the expected loss associated
with each tranche and reflect also the changes to the priority of
payments that apply upon an acceleration of note maturity.  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 a future
event of default remedy that may be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-1LA Notes, Class A-1LB Notes and Class A-1LC Notes remain
on review for possible further action.


H&E EQUIPMENT: Marginal Declines Cue Moody's To Hold 'B1' Ratings
-----------------------------------------------------------------
Moody's affirmed the B1 corporate family and probability of
default ratings of H&E Equipment Services, Inc.  In addition, the
B3 LGD5 rating on H&E's $250 million 8.375% senior unsecured notes
due 2016 has been affirmed.  The outlook is stable.

The affirmation and stable outlook acknowledge a recent decline in
operating margins and an expectation of flat to slightly negative
nonresidential construction growth rates in 2008 with potential
for a weak 2009.  The decline in operating margins has followed
lower dollar utilization rates and higher than expected cost
required to convert J.W. Burress, which was acquired in September
2007, from a dealership to an integrated dealership and rental
operation.

Nevertheless, H&E's possesses low leverage for its B1 rating
category, a good liquidity profile and the company plans to
significantly reduce its capital spending in 2008; these factors
should help to sustain the ratings as the economy weakens and as
H&E works to integrate J.W. Burress.  For the last twelve months
ended September 2007, H&E had debt to EBITDA of 2.2 times on a
Moody's adjusted basis.  The company has a $320 million secured,
asset-based revolving credit facility that matures in August 2011.   
As of March 3, 2008, availability under the revolving credit
facility was $169 million.

The ratings would be subject to downward pressure if operating
performance were to materially fall short of expectation, or if
the company were to use its strong balance sheet to fund an
aggressive acquisition or fleet expansion strategy.  Additionally,
downward rating pressure would mount if the company were to forego
using the bulk of its free cash flow over the next 12 months for
debt reduction, in order to reward shareholders.

H&E is a multi-regional equipment rental company with 63 locations
throughout the Intermountain, Southwest, Gulf Coast, Mid Atlantic,
West Coast and Southeast regions of the United States.  H&E has
over 20,000 pieces of equipment having an original acquisition
cost of approximately $803 million at December 2007.  The company
is a distributor for JLG, Gehl, Genie Industries (Terex), Komatsu,
Bobcat, Yale Material, and Manitowoc.


HAVEN HEALTHCARE: Committee Can Hire Deloitte as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Haven Healthcare
Management LLC and its debtor-affiliates' bankruptcy cases
obtained authority from the United States Bankruptcy Court for the
District of Connecticut to retain Deloitte Financial Advisory
Services LLP as its financial advisor.

Deloitte Financial is expected to assist the Committee in
connection with:

   a) the assessment of the Debtors' cash and liquidity
      requirements, as well as the Debtors' financing
      requirements;

   b) the monitoring of the Debtors' financial and operating
      performance, including their current operations, monthly
      operating reports, and other financial and operating
      analyses or periodic reports;

   c) the evaluation of the Debtors' business, operational and
      financial plans, including with respect to actual results
      versus forecast, capital expenditure requirements, and cost
      reduction opportunities;

   d) the evaluation of the Debtors' statements of financial
      affairs and supporting schedules, executory contracts and
      claims;

   e) the evaluation of the Debtors' operating structure, business
      configuration and strategic alternatives;

   f) the evaluation of the Debtors' restructuring-related
      alternatives;

   g) reorganization-related negotiations including the analysis,
      preparation or evaluation of any plans or reorganization
      proposed by the Debtors, the Committee or a third party;

   h) the analysis of issues related to claims filed against the
      Debtors;

   i) auction procedures or sale transaction, including the
      identification of additional potentially interested parties
      for the Debtors' assets, negotiation of asset purchase
      agreement provisions including working capital adjustments,
      valuation issues and other related matters; and

   j) analysis of the potential recovery of funds from voidable
      transactions.

In addition, the firm is also expected to:

   a) attend and participate in meetings of the Committee and
      hearings before this Court, as may be required; and

   b) perform other services as may be required and are deemed to
      be in the interest of the Committee in accordance with the
      Committee's powers and duties.

The professionals of the firm have agreed to perform services at
$325 per hour, while paraprofessionals at $75 per hour.

Daniel O'Brien, a director of the firm, assured the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Middletown, Connecticut, Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.  The company and 46 of its affiliates
filed for Chapter 11 protection on November 22, 2007 (Bankr. D.
Conn. Lead Case No. 07-32719).  Moses and Singer LLP serves as the
Debtors' counsel.  Kurtzman Carson Consultants LLC is the Debtors'
claims and noticing agent.  The U.S. Trustee for Region 2
appointed nine creditors to serve on an Official Committee of
Unsecured Creditors in this case.  Pepper Hamilton LLP represents
the Creditors Committee.  When the Debtors sought protection from
their creditors, they listed assets and debts between $1 Million
to $100 Million.  The Debtors' consolidated list of 50 largest
unsecured creditors showed total claims of more than $20 million.


HEARTLAND AUTO: BNC et al. Protest on $10 Million DIP Financing
---------------------------------------------------------------
BNC New England LLC and three of its affiliates ask the United
States Bankruptcy Court for the Northern District of Texas to bar
Heartland Automotive Holdings Inc. and its debtor-affiliates from
obtaining up to $10 million in debtor-in-possession financing on a
superpriority basis from an affiliate of Quad-C Partners VI LP.

BNC opposes the Debtors' proposal to grant the DIP lender a
security interest in the Debtors' leaseholds in agreement of the
leases.  The Debtors have leased 10 non-residential real property
with BNC.

According to BNC, if the Debtors' defaulted in their obligation
under the proposed loan financing, the DIP lender may seek to
foreclose on its collateral and assigns the leases to a third
party of its choice.

BNC assert that the DIP lender should be limited to a security
interest in the proceeds of any future disposition of the Debtors'
real property leases with BNC.

Michael D. Warner, Esq., at Warner Stevens LLP in Forth Worth,
Texas, says that a lien on the proceeds is more than enough to
protect the DIP lender's interest, in support to BNC's assertion.

As reported in the Troubled Company Reporter on Jan. 16, 2008
the Debtors ask the Court for permission to secure a $10 million
debtor-in-possession financing on a superpriority basis from an
affiliate of Quad-C.

The Debtors revealed that Quad-C's affiliate is their current
major equity holder and has offered to provide the DIP financing.  
The Debtors say that they failed to obtain DIP financing from
their major existing prepetition secured lenders.

HAS Funding LLC acts as the administrative and collateral agent
under the DIP facility.

                     Terms of the DIP Facility

The DIP facility is a $10 million term loan facility that matures
on the earlier of:

   a) Jan. 9, 2009;

   b) the effective date of a chapter 11 plan of reorganization or
      liquidation; and

   c) the date that the loans become due and payable under the DIP  
      facility.

The maturity date may be extended upon payment of an extension fee
of 1% of the principal amount of the outstanding term loan.

The DIP facility carries an interest at the base rate plus 3.5%.  
At the event of a default, the outstanding term loans bear
interest at a rate equal to 2% per annum plus applicable rate.

About $5 million will be available on an interim basis upon entry
of an interim DIP order with the remained available upon entry of
final DIP order.  The loans are available in multiple draws of not
less than $1 million.  No amount of term loans, once repaid, may
be re-borrowed.  About 0.5% of the total amount of the DIP
facility is payable upon entry of the interim DIP order.

According to the Debtors, as of the bankruptcy filing, they
generated $8.4 million cash from operations.  However, the cash is
subject to purported encumbrances asserted by prepetition lenders
seeking, among others, interim authority to use cash, whether or
not the cash is cash collateral.

                    About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates   
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 6 appointed
creditors to serve on an Official Committee of Unsecured Creditors
on these cases.  The Committee selected Cadwalader Wickersham &
Taft LLP as counsel.  As of Nov. 29, 2007, the Debtors' financial
statements reflected assets totaling about $334 million and
liabilities totaling about $396 million.


IMMUNICON CORP: Cuts Staff by 40% to Mitigate Risks and Expenses
----------------------------------------------------------------
Immunicon Corporation reduced staff levels and incurred certain
expenses in order to better facilitate the company's current
strategy, near-term outlook and ongoing operations.  This
initiative, the company explained, principally includes a
workforce reduction of approximately 40% of the company's full-
time equivalent staff, primarily in platform development programs,
research and development of new products, marketing of current and
new products and related roles at the company.

The workforce reduction reflects, and is a result of the detailed
analysis of, several factors, including:

   -- Immunicon's revenue outlook and current expense structure;

   -- the adverse March 3, 2008 final decision in the company's
      arbitration with Veridex LLC, a Johnson & Johnson company,
      and the potential effect of the final decision on
      Immunicon's commercialization efforts;

   -- Immunicon's desire to reduce its cost structure;

   -- Immunicon's desire to preserve stockholder value; and

   -- management's assessment of continued risk and uncertainty
      regarding the ability at the present time to extrapolate
      with confidence instrument placement and revenue growth
      rates.

Immunicon anticipates taking a charge in the first fiscal quarter
of 2008 of between approximately $1.3 and $1.5 million for
severance and other costs related to the realignment of staff
levels and workforce reduction.

                    About Immunicon Corporation

Immunicon Corporation (NASDAQ: IMMC) -- http://www.immunicon.com/
-- develops and commercializes proprietary cell- and molecular-
based human diagnostic and life science research products with an
initial focus on cancer disease management.  Immunicon has
developed platform technologies for selection and analysis of rare
cells in blood, such as circulating tumor cells and circulating
endothelial cells that are important in many diseases and
biological processes.  Immunicon's products and underlying
technology platforms also have application in the clinical
development of cancer drugs and in cancer research and may have
applications in other fields of medicine, such as cardiovascular
and infectious diseases.


INDEPENDENCE COUNTY: S&P Chips Rating on $29.285 Mil. Bonds to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Independence County, Arkansas' $29.285 million power revenue
bonds due 2033 to 'BB-' from 'BB+' and removed it from CreditWatch
negative.  The outlook is negative.

The issuer of the bonds is Independence County, Arkansas.  The
bonds are not general obligations, but are special obligations
secured by the trust estate that includes the County's interests
in the physical assets, contracts including the purchase power
agreement, and gross receipts.  The bonds are insured by ACA
Financial Guaranty Corp. (CCC/Watch Dev/--).
     
The project consists of three run-of-the river power generation
facilities on the White River in Arkansas.  
     
The project has experienced significant challenges in terms of
cost and schedule overruns.  Additional junior lien bonds were
issued in 2005 partly to settle a $4.4 million claim with Mobley
Contractors Inc.  Final completion of the facilities is expected
at the end of March/early April 2008.  The remaining scope of work
mostly consists of the installation by Gerace of a three-foot cap
on Dam 3.  Once the cap is on, the project will apply for
insurance coverage.  Currently the project is using the retainage
from the Mobley contract to fund this work.  Litigation risk
exists due to an additional $10 million claim by Mobley.
     
"Our analysis of this litigation risk concludes that the security
interests that are pledged to the senior bondholders offset this
risk at a level commensurate with the rating," said Standard &
Poor's credit analyst Trevor D'Olier-Lees.
     
The negative outlook reflects Standard & Poor's view that the
project faces a number of key challenges in the near term, in
particular the completion and insurance of the cap on Dam 3, and
if these are not resolved in the favor of the project then S&P
could lower the rating.


KAYDON CORP: Moody's Keeps Low-B Ratings; Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Kaydon Corporation's ratings,
including the Ba2 corporate family rating and the Ba3 rating of
the $200 million convertible senior subordinated notes.  The
rating outlook was also changed to stable from positive.

The rating affirmation reflects Moody's expectation that Kaydon's
gross debt protection measures will remain strong in the
intermediate term, partly offsetting the company's very small
size, lack of geographic diversification and its exposure to
volatile end-markets.  The change in outlook to stable factors in
the expected gradual reduction of Kaydon's large cash balances
through initiatives enhancing shareholders' returns, which
together with moderate free cash flow generation in the near term,
will somewhat lower the company's flexibility in its rating
category.

The rating agency believes that Kaydon will remain solidly
position in the Ba2 rating category, supported by strong leverage
and interest coverage metrics balancing to some degree weaknesses
with regards to the business profile.  However, Moody's expects
Kaydon's very small revenue base, limited geographic
diversification and exposure to volatile end-markets to remain key
constraining rating factors in the intermediate term.

The stable outlook considers that Kaydon's flexibility will
somewhat reduce in its rating category, as Moody's believes that
the company could reduce its ample cash balance through bolt-on
acquisitions and share buy-backs.  It also factors in moderate
free cash flow generation in the near term due to large growth
capital expenditures in wind energy.  In Moody's opinion, major
setbacks in its wind energy development projects or a transforming
debt-funded acquisition could put negative pressures on the
ratings.  While the convertible notes are puttable in May 2008,
Kaydon's cash on balance sheet and unused revolver should provide
sufficient liquidity cushion.

Ratings affirmed:

  -- Ba2 corporate family rating

  -- Ba2 probability of default rating

  -- Ba3 $200 million convertible senior subordinated notes
     (LGD5/75%)

Kaydon is a manufacturer of custom-engineered, performance-
critical metal components for a broad range of industrial end
markets.  The company reported consolidated net sales of
approximately $451 million in 2007.


LANCER FUNDING: Eroding Credit Quality Prompts Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Lancer Funding II, Ltd., and left on review for
possible further rating action the rating of two of these classes
of notes.  The notes affected by this rating action are:

Class Description: $39,000,000 Class X Senior Secured Fixed Rate
Notes Due 2013

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

  -- Current Rating: B1, on review for possible future action,
     direction uncertain

Class Description: $600,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $275,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $38,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $42,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $27,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Nov. 8, 2007, as reported by the Trustee, of an event of default
caused by a failure of the Senior Credit Test to be satisfied, as
described in Section 5.1(h) of the Indenture dated May 24, 2007.

Lancer Funding II, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Event of Default described in
Section 5.1(h) of the Indenture occurred.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's has received notice from the Trustee that a
majority of the controlling class directed the trustee to
accelerate the notes and to also liquidate the collateral, as
provided in the applicable provisions of the Indenture.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and outcome of the liquidation.  Because of this
uncertainty, the ratings assigned to Class A1S Notes and Class X
Notes remain on review for possible further action.


LASALLE COMMERCIAL: Two Cert. Classes Obtains Moody's Junk Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the rating of six classes and
affirmed the ratings of seven classes of LaSalle Commercial
Mortgage Securities, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-MF2:

  -- Class A, $363,220,205, affirmed at Aaa

  -- Class X, Notional, affirmed at Aaa

  -- Class B, $8,745,000, affirmed at Aa2

  -- Class C, $12,493,000, affirmed at A2

  -- Class D, $8,120,000, affirmed at Baa1

  -- Class E, $3,748,000, affirmed at Baa2

  -- Class F, $4,998,000, affirmed at Baa3

  -- Class G, $5,621,000, downgraded to Ba3 from Ba1

  -- Class H, $3,124,000, downgraded to B1 from Ba2

  -- Class J, $1,874,000, downgraded to B2 from Ba3

  -- Class K, $1,249,000, downgraded to B3 from B1

  -- Class L, $1,874,000, downgraded to Caa2 from B2

  -- Class M, $1,249,000, downgraded to Caa3 from Caa1

As of the Feb. 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 14.6%
to $423.2 million from $495.5 million at securitization.  The
Certificates are collateralized by 431 mortgage loans with the top
10 loans representing 8.3% of the pool.  No loans were defeased or
liquidated from the trust.  Moody's was provided with full-year
2006 operating results for 88.1% of the pool.

One hundred and fifty-nine loans, representing 35.8% of the pool,
are on the master servicer's watchlist.  Twenty-nine loans,
representing 9.6% of the pool, are in special servicing. Moody's
is estimating $6.7 million of losses from all the specially
serviced loans.  Moody's is downgrading Classes G, H, J, K, L and
M due to the large number of specially serviced loans and the
projected losses.


LAS VEGAS SANDS: Completes Sale of The Palazzo to General Growth
----------------------------------------------------------------
Las Vegas Sands disclosed in a regulatory filing with the
Securities and Exchange Commission last week that it has completed
the sale to General Growth Properties of the retail, entertainment
and dining complex located within The Palazzo known as The Shoppes
at The Palazzo, and certain other restaurant and retail space in
The Palazzo, totaling approximately 536,000 square feet of space,
for an initial cash payment of approximately $290.8 million.  

Under the terms of the purchase agreement with General Growth
Properties, additional purchase price payments will be made
periodically for potentially as long as 4 years after the
consummation of the Palazzo Mall Sale, potentially longer in
certain circumstances, with the final purchase price to be
calculated by applying an agreed-upon cap rate to the net
operating income derived from the assets sold during months 19-30
of operations.

On Feb. 29, 2008, concurrently with the closing of the Palazzo
Mall Sale, certain subsidiaries of Las Vegas Sands Corp. entered
into the Fourth Amended and Restated Reciprocal Easement, Use and
Operating Agreement with certain subsidiaries of General Growth
Properties.  

The Operating Agreement establishes the terms and requirements
related to the separate ownership but integrated operation of the
company's Las Vegas integrated resort, including agreements with
respect to, among other things, encroachments, easements,
operating standards, maintenance requirements, insurance
requirements, casualty and condemnation events, parking, joint
marketing, consent and approval rights, handling of disputes and
the sharing of some facilities and related costs.

The Operating Agreement was amended in connection with the Palazzo
mall sale to include The Palazzo and The Shoppes at The Palazzo,
in addition to The Venetian, The Sands Expo Center, The Congress
Center and The Grand Canal Shoppes.

                      About Las Vegas Sands

Headquartered in Las Veags, Nevada Las Vegas Sands Corp.
(NYSE:LVS) -- http://www.lasvegassands.com/-- owns and operates    
The Venetian Resort-Hotel-Casino and the Sands Expo and Convention
Center in Las Vegas and The Venetian Macao Resort-Hotel and the
Sands Macao in the People's Republic of China Special
Administrative Region of Macao.  The company is constructing three
additional integrated resorts: The Palazzo Resort-Hotel-Casino in
Las Vegas; Sands Bethworks(TM) in Bethlehem, Pennsylvania; and The
Marina Bay Sands(TM) in Singapore.

LVS is also creating the Cotai Strip(TM), a master-planned
development of resort-casino properties in Macao.  Additionally,
the companyis working with the Zhuhai Municipal People's
Government of the PRC to master-plan the development of a leisure
resort and convention complex on Hengqin Island in the PRC.

                          *     *     *

Las Vegas Sands Corp. still carries Standard & Poor's Ratings
Services 'BB-' long-term foreign and local issuer credit ratings,
which were placed  on April 17, 2007.  Rating outlook is stable.


LEVITT AND SONS: Mechanic Lienholders' Dismissal Request Denied
---------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida denied, without prejudice, the
request of certain mechanic's lienholders to dismiss or convert
the Chapter 11 cases of certain Levitt and Sons LLC debtor-
affiliates into Chapter 7 liquidation proceedings.

As reported in the Troubled Company Reporter on March 3, 2008,
Wachovia Bank N.A., certain Levitt and Sons LLC debtor-affiliates,
and the Official Committee of Unsecured Creditors asked the Court
to deny the lienholder group's request for dismissal or conversion
of these cases.

These mechanic's lienholders include Ferguson Enterprises, Inc.,
Phillips and Jordan, Inc., and American Woodmark Corporation.  The
Wachovia Debtors are Levitt and Sons of Horry County, LLC, Levitt
and Sons of Hall County, LLC, Levitt and Sons of Cherokee County,
LLC, Levitt and Sons of Paulding County, LLC, Levitt and Sons at
World Golf Village, LLC, and Levitt and Sons of Manatee County,
LLC.

On Feb. 13, 2008, the Court entered a final order:

   -- granting certain Debtors' request for a DIP Financing;

   -- denying the Debtors' request to abandon certain of their
      property subject to liens held by Wachovia Bank, N.A.; and

   -- denying Wachovia Bank's request to lift the automatic stay
      to exercise its rights.

Wachovia Bank asserted that the potential abandonment of the
Wachovia Debtors' properties does not constitute cause for the
dismissal or conversion of the Wachovia Debtors' bankruptcy cases.  
The contention that continued activity in the Debtors' Chapter 11
cases inures to the benefit of Wachovia Bank alone is
unsupportable, Wachovia Bank said.  With the approval of the DIP
Financing, the Debtors' estates will receive a minimum of
$4,000,000 in guaranteed payments.

Wachovia Bank added that it is very likely that homes will be
completed and sold, which (i) will reduce claims against the
Wachovia Debtors' estates, (ii) benefit contract holders who want
to purchase their homes, and (iii) increase the value of the
collateral.  Wachovia Bank has committed to authorize funding for
the completion of at least 80 homes.

The Debtors' estates may also receive additional funds to the
extent the infusion of capital from the DIP Financing generates
higher sales prices for the Wachovia Debtors' properties, Wachovia
said.  It noted that the Court has expressly found that the DIP
Loan is being extended to the Wachovia Debtors and that they will
have capable and adequate control over the funds at all time
through their Chief Administrator, Soneet Kapila.

The Lienholders have offered no basis for finding substantial or
continuing loss to or diminution of the Debtors' estates or the
absence of a reasonable likelihood of rehabilitation, Wachovia
emphasized.

                      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 to Employ Bilzin Sumberg as Tax Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Levitt and Sons
LLC and its debtor-affiliates Chapter 11 cases seeks authority
from the U.S. Bankruptcy Court for the Southern District of
Florida to retain Samuel C. Ullman, Esq., and the law firm Bilzin
Sumberg Baena Price & Axelrod LLP, as its special tax counsel,
nunc pro tunc to Feb. 13, 2008.

The Creditors Committee relates that its investigation indicates
that there are several complex tax and tax-related issues related
to the Debtors and their non-debtor affiliates that need to be
analyzed and addressed as part of its efforts to maximize
recovery for all creditors.

Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in
Miami, Florida, tells the Court that Mr. Ullman and Bilzin have
substantial experience and expertise in all tax and tax-related
matters, specifically in the context of complex Chapter 11 cases
in Florida and throughout the United States.  Mr. Ullman and
Bilzin are "well-known to the this Court and the legal community"
for their tax experience and expertise, Mr. Bilzin adds.

The proposed Special Tax Counsel will, among other things:

   -- advise the Creditors Committee with respect to all tax and
      tax-related matters involving the Debtors, their estates
      and certain non-debtor affiliates, including in regard to
      the recovery and allocation of substantial tax refunds in
      the Debtors' Chapter 11 cases;

   -- assist and advise the Creditors Committee in its
      consultations with the Debtors and other parties relative
      to those tax matters; and

   -- represent the Creditors Committee at all hearings on all
      tax and tax-related matters.

Mr. Ullman, the Bilzin partner who will be principally
responsible for the representation of the Creditors Committee,
will be paid an hourly rate of $560.  The current hourly rates of
other Bilzin professionals are:

      Designation                         Hourly Rate
      -----------                         -----------
      Attorneys                           $225 - $700
      Legal assistants and paralegals     $165 - $205

The firm typically adjusts its rates annually on January 1.

Jay M. Sakalo, a partner at Bilzin, discloses that the firm
represented Cascades of the Groveland and Levitt and Sons, LLC,
in connection with legal advice regarding voice, video and data
services.  The representation terminated before the Petition
Date.  The firm does not hold a prepetition claim against the
Debtors, he says.

Bilzin has also represented and continues to represent Cypress
Creek Capital, Inc., a real estate investment banking and
investment company and a wholly owned subsidiary of BFC Financial
Corporation, in matters unrelated to the Debtors' cases, Mr.
Sakalo states.

Mr. Ullman and Bizlin do not hold or represent any interest
adverse to the Debtors or their estates on any matters in which
they are to be engaged.  The firm will not represent other
entities in connection with the Debtors' Chapter 11 cases, Mr.
Sakalo assures the Court.

                      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)


LIBERTY MEDIA: Board Approves Repurchase of Common Stock
--------------------------------------------------------
Liberty Media Corporation's board of directors authorized the
repurchase of up to $1 billion of Liberty Entertainment common
stock and up to $300 million of Liberty Capital common stock.  The
authorization replaces the prior repurchase authorization of
Liberty Capital common stock.  The existing Liberty Interactive
repurchase authorization remains in effect and was not affected by
this action.

The specific timing and amount of actual future share repurchases
will vary based on market conditions, securities law limitations
and other factors.  The repurchases will be made using Liberty's
cash resources, and the buyback program may be suspended or
discontinued at any time without prior notice.

                        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.


LILLIAN VERNON: Taps Morris Nichols as Bankruptcy Counsel
---------------------------------------------------------
Lillian Vernon Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for authority
to employ Morris, Nichols, Arsht and Tunnell LLP, as their
bankruptcy counsel, nunc pro tunc to Feb. 20, 2008.

As the Debtors' bankruptcy counsel, Morris Nichols will:

  a) perform all necessary services as the Dbtors' counsel,
     including, without limitation, providing the Debtors with
     advice, representing the Debtors, and preparing necessary
     documents on behalf of the Debtors in the areas of debtor in
     possession financing, corporate law, real estate, employee
     benefits, business and commercial litigation, tax, debt
     restructuring, bankruptcy and asset dispositions;

  b) take all necessary actions to protect and preserve the
     Debtors' estate during these Chapter 11 cases, including the
     prosecution of actions by the Debtors, the defense of any
     actions commenced against the Debtors, negotiations
     concerning litigation in which the Debtors are involved and
     objecting to claims filed against the estates;

  c) prepare or coordinate preparation on behalf of the Debtors,
     as debtors in possession, necessary motions, applications,
     answers, orders, reports and papers in connection with the
     administration of these chapter 11 cases;

  d) counsel the Debtors with regard to their rights and
     obligations as debtors in possession; and

  e) perform all other necessary legal services.

As compensation for their services, Morris Nichols' professionals
bill:

     Designation               Hourly Rate
     -----------               -----------
     Partners                   $440-$725  
     Associates                 $250-$415
     Paraprofessionals          $180-$195
     Case Clerks                   $120

In the year prior to bankruptcy filing, Morris Nichols has been
paid approximately $390,386.77 in fees and costs in connection
with the preparationa snd filing of these cases.  Morris Nichols
currently holds up to approximately $178,194.51 as an advance for
services to be rendered and expenses to be incurred in connection
with its representation of the Debtors.

Robert J. Dehney, Esq., a partner in Morris Nichols, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtors or their estates, and that the firm is a
"disinterested person" as such term is defined under Sec. 101(14)
of the Bankruptcy Code.

Mr. Dehney can be reached at:

     Robert J. Dehney, Esq.
     Morris, Nichols, Arsht & Tunnell LLP
     1201 North Market Street
     Wilmington, DE 19801
     Tel: (302) 351-9353
     Fax: (302) 425-4673
     email: rdehney@mnat.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.


LOUIS PEARLMAN: To Plead Guilty This Week for Fraud Allegations
---------------------------------------------------------------
Louis J. Pearlman acquiesced and will formally plead guilty on
Thursday before a federal court in Florida for alleged investment
fraud, various reports say.

The former boy band manager of pop icons Backstreet Boys, N'Sync,
and Take 5 will face a sentence of 25 years in prison and a fine
of $1 million, Reuters reports.  As reported in the Troubled
Company Reporter, Sept. 13, 2007, Mr. Pearlman was arrested in
Indonesia and sent to jail after being indicted on three counts of
bank fraud and single counts of mail and wire fraud.

Florida investigators alleged that Mr. Pearlman defrauded more
than 1,000 investors of more than $315 million.  Banks have also
declared that they are collectively owed more than $120 million by
Mr. Pearlman.  According to Reuters, these banks who loaned
amounts to Pearlman included, among others, First International
Bank & Trust, MB Financial Bank N.A., HSBC Bank, Integra Bank
N.A., and Bank of America.

Reuters relates that, according to a plea agreement, Pearlman
defrauded investors and financial institutions by setting up non-
existent companies -- Transcontinental Airlines Travel Services
Inc. and Transcontinental Airlines Inc. -- and goading them to
invest in these companies.  In addition, Pearlman created a
fictitious accounting firm Cohen & Siegel to support his Ponzi
scheme, Reuters says.

Mr. Pearlman also agreed, as part of his restitution, to help the
U.S. government identify and seize his vehicles, relates Reuters.  
A bankruptcy trustee was appointed in Mr. Pearlman's bankruptcy
case to manage and sell various assets, including Pearlman's
properties in Atlantic City and Orlando for over $7 million.

                      About Louis Pearlman

Louis Pearlman started Trans Continental Records which managed boy
bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.  
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

Soneet R. Kapila, the Chapter 11 trustee appointed to oversee Mr.
Pearlman's estate, is represented by Denise D. Dell-Powell, Esq.,
and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M.
Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove &
Battista PA.  

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, at Pachulski Stang Ziehl &
Jones LLP.


LSI CORP: Inks Asset Purchase Agreement with Infineon Technologies
------------------------------------------------------------------
LSI Corporation signed a definitive agreement to acquire the
assets of the hard disk drive semiconductor business of
Infineon Technologies AG.  Financial terms were not disclosed.

"Through the addition of the Infineon HDD business, LSI has taken
another significant step toward becoming the leading worldwide
provider of silicon solutions for hard disk drive makers," said
Ruediger Stroh, executive vice president and general manager,
Storage Peripherals Group, LSI.  "We expect the acquisition to
immediately accelerate revenue with a top-tier customer, Hitachi
Global Storage Technologies, while enhancing our competitive
position in the desktop and enterprise space."

The agreement calls for LSI to purchase the assets and
intellectual property of the Infineon HDD business, which includes
product designs, related software, inventory and test equipment.
LSI also will enter into additional agreements with Infineon,
including intellectual property, design services, transition
services, and supply agreements.  The transaction is expected to
close within 60 days and is subject to the satisfaction of
customary closing conditions and regulatory approvals.

LSI expects the acquisition to be neutral to slightly accretive to
non-Generally Accepted Accounting Principles earnings per share in
2008.  The company expects to provide further details in April
when it reports first quarter results.

                  About Infineon Technologies AG

Headquartered in Neubiberg, Infineon Technologies AG (FSE/ NYSE:
IFX) -- http://www.infineon.com/-- is a semiconductor company.  
The company designs, develops, manufactures and markets a range of
semiconductors and complete systems solutions used in a variety of
microelectronic applications, including computer systems,
telecommunications systems, consumer goods, automotive products,
industrial automation and control systems, and chip card
applications.  Its products include standard commodity components,
full-custom devices, semi-custom devices and application-specific
components for memory, analog, digital and mixed-signal
applications.  The company has operations, investments and
customers located in Europe, Asia and North America.  Infineon's
core business is conducted through its Automotive, Industrial &
Multimarket segment, and its Communication Solutions segment.
Infineon's memory products business is conducted through its
majority owned subsidiary, Qimonda AG

                  About LSI Corporation

Headquartered in Milpitas, California, LSI Corporation (NYSE:LSI)
fka LSI Logic Corporation -- http://www.lsi.com/-- designs,   
develops and markets complex, high-performance semiconductors and
storage systems.  The company is a provider of silicon-to-system
solutions.  It offers a portfolio of semiconductors, including
custom and standard product integrated circuits, for use in
consumer applications, high-performance storage controllers,
enterprise hard disk controllers and a range of communication
devices.  The company also offers external storage systems and
software applications for storage area networks.  The company
operates in two segments: the Semiconductor segment and the
Storage Systems segment.  The company's products are marketed to
original equipment manufacturers that sell products to its target
markets.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on LSI Corp. and revised the
outlook to stable from positive.


MAGNA ENT: Reports $42.9 Million Net Loss for 2007 Fourth Quarter
-----------------------------------------------------------------
Magna Entertainment Corp. reported net loss of $42.9 million for
the 2007 fourth quarter ended Dec. 31 compared to $12.4 million
net loss for the 2006 fourth quarter.  For the year ended Dec. 31,
2007 the company posted a net loss of $113.7 million from
$87.3 million.

The company generated revenues of $114.3 million for the 2007
fourth quarter from $101.3 million for the 2006 fourth quarter.  
For the fiscal 2007, the company's total revenues are
$617.2 million from $569.2 million revenues for 2006.

Revenues from continuing operations were $117.3 million for the
three months ended Dec. 31, 2007, an increase of $14.7 million or
14.4% compared to $102.6 million for the three months ended
Dec. 31, 2006.

Revenues from continuing operations were $625.7 million for the
year ended Dec.31, 2007, an increase of $51.5 million or 9.0%
compared to $574.2 million for the year ended Dec. 31, 2006.  

The increased revenues for the year ended Dec. 31, 2007 compared
to the prior year are primarily due to a $34.1 million increase in
Florida revenues as the Gulfstream Park casino facility generated
$32.1 million of additional gaming revenues in 2007 compared to
the prior year and a $28.8 million increase in PariMax revenues as
a result of a full year of results of AmTote in 2007, as Magna
completed the acquisition of the remaining 70% equity interest in
AmTote in July 2006, and increased revenues at XpressBet(R) as a
result of a 14% growth in handle.

Cash used for investing activities during the three months ended
Dec. 31, 2007 was $17.2 million, which included $18.1 million of
real estate property and fixed asset additions and $1.5 million of
other asset additions, partially offset by $2.5 million of
proceeds on the sale of real estate and fixed assets.  Cash
provided from financing activities during the three months ended
Dec. 31, 2007 of $45.5 million includes net borrowings of
$25.4 million from Magna's controlling shareholder, $19.6 million
of net proceeds received from a private placement of class A
subordinate voting stock to Fair Enterprise Limited and net
borrowings of $13.3 million from bank indebtedness, partially
offset by net repayments of $12.8 million of long-term debt.   

"We remain firmly committed to implementing our debt elimination
plan, although the weak U.S. real estate and credit markets have
adversely impacted our progress to date on asset sales," Frank
Stronach, MEC's chairman and interim chief executive officer,
commented.
    
During the fourth quarter, the company completed a $20.0 million
private placement of equity.  In addition, Magna entered into an
agreement to sell 225 acres of excess real estate in Ebreichsdorf,
Austria for a purchase price of EUR20.0 million or $29.4 million.   
This transaction is expected to close during the first quarter of
2008 following the satisfaction of customary closing conditions
including the receipt of all necessary regulatory approvals.  The
company has also closed the sales of three parcels of excess real
estate in Porter, New York for aggregate net proceeds of
$1.7 million and have engaged real estate brokers and listed for
sale Great Lakes Downs and our real estate properties in Dixon,
California and Ocala, Florida.  Also, the company is marketing its
interest in Portland Meadows for sale and have engaged a U.S.
investment bank to sell Remington Park and Thistledown.
    
"We also remain focused on improving operations," Ron Charles,
MEC's chief operating officer, added.  "While we are encouraged by
the profitability improvements this quarter at our PariMax
operations, including XpressBet(R), AmTote and HRTV(TM), we
continue to be disappointed with the operating results at
Gulfstream Park."

"Gulfstream Park's slot and racing operations have been impacted
by the ongoing construction of The Village at Gulfstream Park(TM),
a lifestyle mixed-use development, the first phase of which is
scheduled to be completed by February 2009," Mr. Charles added.  
"Gulfstream Park's weak results have continued during its 2008
race meet as on-track attendance and handle have declined."

"Santa Anita Park has also had a challenging 2008 race meet
because of track drainage problems caused by the installation of a
new synthetic racing surface," Mr. Charles continued.  "Santa
Anita Park has cancelled eleven days of live racing in 2008, which
has negatively impacted results."

"However, we have made up three live race days since then and
expect to make up additional live race days during the remainder
of Santa Anita Park's 2008 race meet," Mr. Charles stated.  "We
plan to implement a permanent solution for the racing surface
later this year."
    
During the three months ended Dec. 31, 2007 cash used for
operations was $14.0 million, which improved $6.0 million from
cash used for operations of $20.0 million in the fourth quarter of
2006, primarily due to the increase in loss from continuing
operations being more than offset by increases in items not
involving current cash flows and changes in non-cash working
capital balances in 2007 relative to the prior year period.  

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $1,242.6 million, total liabilities of $879.9 million
and a total shareholders' equity of $362.7 million.
        
                    About Magna Entertainment
        
Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(TSE:MEC.A) -- http://www.magnaent.com/-- owns and operates horse   
racetracks in California, Florida, Maryland, Texas, Oklahoma,
Ohio, Michigan, Oregon and Ebreichsdorf, Austria.  It operates a
Pennsylvania racetrack previously owned by the company.  In
addition, it operates off-track betting facilities, a United
States national account wagering business known as XpressBet,
which permits customers to place wagers by telephone and over the
internet on horse races at over 100 North American racetracks and
internationally on races in Australia, South Africa and Dubai, and
a European account wagering service known as MagnaBet.  Pursuant
to a joint venture with Churchill Downs Incorporated, it also owns
a 50% interest in HorseRacing TV, a television network focused on
horse racing.  To support certain of its thoroughbred racetracks,
it owns and operates thoroughbred training centers situated near
San Diego, California, in Palm Beach County, Florida and in the
Baltimore, Maryland area.

                       Going Concern Doubt
        
Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficiency.


MANCHESTER INC: Gets Interim Ok to Employ Eric Liepins as Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas granted permission, on an interim basis, to Manchester Inc.
and its debtor-affiliates to employ Eric A. Liepins and the law
firm of Eric A. Liepins P.C. as the Debtors' local counsel.

As the Debtors' local counsel, Eric A. Liepins P.C. will provide
legal assistance on a variety of legal matters relating to the
assets and liabilities of the Debtors' estates.  No other details
were provided.

Eric. A. Liepins, Esq., the sole shareholder with Eric A. Liepins
P.C., assured the Court that the firm  does not hold or represent
any interest adverse to the Debtors or their estates, and that the
firm is a "disinterested person" as such term is defined under
Sec. 101(13) of the bankruptcy code.

As compensation for their services, Eric A. Liepins P.C.'s
professionals bill:

     Professional                  Hourly Rate
     ------------                  -----------
     Eric A. Liepins, Esq.            $250
     Paralegals/Legal Assistants     $30-$50

The firm has been paid a retainer of $25,000 plus the filing fees.

                       About Manchester Inc.

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here auto       
business.  Buy-Here/Pay-Here dealerships sell and finance used
cars to individuals with limited credit histories or past credit
problems, generally financing sales contacts ranging from 24 to 48
months.  It operates six automotive sales lots, which focus on the
Buy-Here/Pay-Here segment of the used car market.

The company and its seven affiliates filed for chapter 11
protection on Feb. 7, 2008 (Bankr. N.D. Tex. Case No.08-30703).  
Winston & Strawn LLP represents the debtors in their
restructuring efforts.   Eric A. Liepins, Esq., is the Debtors'
local counsel.  As of the debtors' bankruptcy filing, it
listed total assets of $131,582,157 and total debts of
$123,881,668.


MERRILL LYNCH: Moody's Confirms Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Merrill Lynch
Financial Assets, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-Canada 18:

  -- Class A-1, $38,535,476, affirmed at Aaa
  -- Class A-2, $192,000,000, affirmed at Aaa
  -- Class A-3, $269,500,000, affirmed at Aaa
  -- Class XP-1, Notional, affirmed at Aaa
  -- Class XP-2, Notional, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class B, $14,100,000, affirmed at Aa2
  -- Class C, $12,500,000, affirmed at A2
  -- Class D, $16,279,000, affirmed at Baa2
  -- Class E, $3,688,000, affirmed at Baa3
  -- Class F, $4,427,000, affirmed at Ba1
  -- Class G, $2,951,000, affirmed at Ba2
  -- Class H, $1,475,000, affirmed at Ba3
  -- Class J, $1,476,000, affirmed at B1
  -- Class K, $1,475,000, affirmed at B2
  -- Class L, $2,951,000, affirmed at B3

As of the Feb. 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.6%
to $568.7 million from $590.2 million at securitization.  The
Certificates are collateralized by 83 mortgage loans ranging in
size from less than 1.0% to 10.4% of the pool, with the top 10
loans representing 44.1% of the pool.  The pool includes one
investment grade shadow rated loan, representing 2.2% of the
outstanding pool balance.  Two loans, representing 3.1% of the
pool, have defeased and are secured by Canadian Government
securities.

There have been no losses to the pool and currently there are no
loans in special servicing.  Seven loans, representing 4.5% of the
pool, are on the master servicer's watchlist.

Moody's received full-year 2006 operating results for 85.0% of the
pool.  Moody's loan to value ratio for the conduit component is
91.6%, essentially the same as at securitization.  Moody's is
affirming all classes due to overall stable pool performance.

The shadow rated loan is the Regency Retirement Residence Loan
($12.7 million - 2.2%), which is secured by an 82-unit assisted
living facility located in Mississauga, Ontario.  The property was
93.0% occupied as of January 2007, essentially the same as at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.

The three largest conduit loans represent 22.7% of the pool.  The
largest conduit loan is the TransGlobe Portfolio Loan
($59.4 million -- 10.4%), which is secured by 28 multifamily
properties located in Ontario and Nova Scotia.  The properties
total 2,491 units.  The portfolio was 97.6% leased as of December
2006, essentially the same as at securitization.  Moody's LTV is
95.0%, essentially the same as at securitization.

The second largest conduit loan is the Anchored Retail Portfolio
Loan ($41.0 million -- 7.2%), which is secured by a 14 anchored
retail properties located in the province of Quebec and Ontario.   
The two largest tenants are Jean Coutu Pharmacy (34.2% GLA through
2020) and IGA (7.5% through 2016).  The portfolio was 100.0%
occupied as of March 2007, compared to 96% at securitization.   
Moody's LTV is 90.8%, compared to 96.4% at securitization.

The third largest conduit loan is the Halifax Marriott Loan ($28.7
million -- 5.1%), which is secured by a 353-room full service
hotel located in Halifax, Nova Scotia.  Financial performance has
declined since securitization due to a decline in occupancy.   
Occupancy and RevPAR for calendar year 2006 was 68.0% and $104.00,
respectively, compared to 78.2% and $111.04 at securitization.   
Moody's LTV is 95.2%, compared to 87.5% at securitization.


MERRILL LYNCH: Moody's Confirms Low-B Ratings on Three Classes
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 21 classes of
Merrill Lynch Mortgage Trust 2005-LC1, Commercial Mortgage Pass-
Through Certificates, Series 2005-LC1:

  -- Class A-1, $4,405,770, affirmed at Aaa
  -- Class A-2, $104,847,000, affirmed at Aaa
  -- Class A-3, $43,000,000, affirmed at Aaa
  -- Class A-3FL, $119,667,000, affirmed at Aaa
  -- Class A-1A, $222,609,535, affirmed at Aaa
  -- Class A-SB, $88,067,000, affirmed at Aaa
  -- Class A-4, $425,698,000, affirmed at Aaa
  -- Class A-4FC, $25,000,000, affirmed at Aaa
  -- Class AM, $154,625,000, affirmed at Aaa
  -- Class AJ, $94,708,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $32,858,000, affirmed at Aa2
  -- Class C, $15,463,000, affirmed at Aa3
  -- Class D, $28,992,000, affirmed at A2
  -- Class E, $15,463,000, affirmed at A3
  -- Class F, $25,126,000, affirmed at Baa1
  -- Class G, $19,329,000, affirmed at Baa2
  -- Class H, $21,261,000, affirmed at Baa3
  -- Class J, $7,731,000, affirmed at Ba1
  -- Class K, $5,798,000, affirmed at Ba2
  -- Class L, $5,799,000, affirmed at Ba3

As of the Feb. 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.4%
to $1.49 billion from $1.55 billion at securitization.  The
Certificates are collateralized by 141 loans, ranging in size from
less than 1.0% to 8.2% of the pool, with the top 10 loans
representing 38.3% of the pool.  The pool includes one shadow
rated loan, representing 8.1% of the pool.  One loan, representing
0.9% of the pool, has defeased and been replaced with U.S.
Government securities.  The pool has not realized any losses since
securitization.  Two loans, representing 4.8% of the pool, are in
special servicing.  Moody's is estimating $1.5 million of losses
from all the specially serviced loans.  Eighteen loans,
representing 6.8% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 97.6% and 93.5% of the pool respectively.   
Moody's weighted average loan to value ratio for the conduit
component is 103.7% compared to 102.9% at Moody's last full review
in June 2007 and compared to 103.8% at securitization.

The shadow rated loan is the Glendale Galleria Loan
($121.6 million -- 8.1%), which is secured by the borrower's
interest in a 1.3 million square foot, regional mall (661,000
square feet of retail and office collateral) located in Glendale,
California.  The loan represents a 44.0% pari-passu interest in a
$270.2 million loan.  There is also an approximately $86.3 million
non-pooled junior component and $30.0 million of mezzanine debt
held outside the trust.  As of December 2007, the mall's in-line
retail space and office space were 93.0% leased compared to 92.0%
and 90.0% at last review and 90.0% and 78.0% at securitization.   
Moody's current shadow rating is A3, the same as at last review
and compared to Baa2 at securitization.

The top three conduit loans represent 16.1% of the pool.  The
largest conduit loan is the Colonial Mall Bel Air Loan
($122.4 million -- 8.2%), which is secured by the borrower's
interest in a 1.3 million square foot, regional mall
(1.0 million square feet of collateral) located in Mobile,
Alabama.  Moody's LTV is in excess of 100.0%, the same as at last
review and at securitization.

The second largest conduit loan is the Four Forest Plaza and
Lakeside Square Loan ($60.5 million -- 4.0%), which is secured by
two office buildings totaling 792,000 square feet located in
Dallas, Texas.  The loan is currently in special servicing due the
borrower modifying a major lease without consent.  The loan is
scheduled to be returned to the master servicer as issues relating
to the lease termination have been resolved.  Moody's is not
projected losses at the present time.  Moody's LTV is in excess of
100.0%, the same as at last review and at securitization.

The third largest conduit loan is the CNL-Cirrus MOB Portfolio
Loan ($57.7 million -- 3.9%), which is secured by seven medical
office buildings and one surgical center totaling 338,000 square
feet located in Dallas and Oklahoma City.  Moody's LTV is in
excess of 100.0%, the same as at last review and at
securitization.


META HEALTH: To Sell Theramed Unit to Reduce Debt Load
------------------------------------------------------
Meta Health Services Inc. said that, in light of substantial debt
obligations, it has successfully negotiated and executed an
agreement for the sale of its wholly owned subsidiary, Theramed
Corporation to Rogan Holdings Corporation, conditional on, among
other things, receiving shareholder approval.

The company revealed that for some time both the company and
Theramed have been in financial difficulty.  In 2001, in order to
continue its operations, the company and Theramed received several
loans from Rogan, a major shareholder in the company, the loans in
an aggregate amount of $1,565,941.  In each case, these funds were
to assist the company to satisfy the operating expenses of
Theramed.

The company and Theramed again faced financial difficulties
beginning in September 2006 due to an unexpected loss of sales
opportunities resulting from the drug "Plendil" becoming
genericized and the drug "Bellergal" being unavailable for sale
for several months during the year.  In November 2006, the
company's board of directors met to review its strategic options.  
On Dec. 28, 2006, a loan of $452,851 was provided to Theramed from
Rogan at an interest rate of 10% per annum.  The company began to
implement cost-cutting measures, and, in January 2007, Theramed
laid-off 19 employees, comprising most of its sales staff.

In early 2007, as a result of its continuing financial
difficulties, Theramed was unable to repay a loan from the Bank of
Nova Scotia in the amount of $940,000.  The Scotia Bank loan was
guaranteed by the company and Rogan.  When Scotia Bank called in
the loan, the company was unable to make payment.

On March 1, 2007, Rogan advanced $1,000,000 to the company,
evidenced by a promissory note and at an interest rate of 10% per
annum, most of which was used to repay the Scotia Bank loan.

Another loan from Rogan was provided to Theramed on March 9, 2007,
for $184,500 at an interest rate of 10% per annum.

As of Feb. 29, 2008, the total financial obligations owed by Meta
Health to Rogan is $751,375, and the total financial obligations
owed by Theramed to Rogan is $3,527,836.

The company anticipates that it can satisfy these debt obligations
by way of a restructuring.

                   About Meta Health Services

Mississauga, Ontario-based Meta Health Services Inc. (TSX-V: MHS),
through its wholly owned subsidiary, Theramed Corporation, is in
the business of acquiring pharmaceutical products from
multinational pharmaceutical and biotech companies by purchasing
the intellectual property, assuming ownership, manufacturing and
distribution of the products.  The company's products incldue
Cytomel, Delatestryl, Viroptic, Synercid, Bellergal and Estrace,
Rhinocort, Plendil, and Cylosporine.


META HEALTH: Shareholders to Review Rogan Buyout Offer on April 7
-----------------------------------------------------------------
In 2007, the board of directors of Meta Health Services Inc.
formed a committee composed of independent directors who reviewed
possible restructuring options and who retained independent
financial advisors to, if appropriate, provide a fairness opinion
in respect of a possible transaction.

Presently, the company and Rogan Holdings Corporation, its lender,
have executed, upon approval of the the special committee and Meta
Health's board of directors, a share purchase agreement in respect
of a restructuring of the company.

This agreement is conditional upon the approval of the company's
shareholders.

Pursuant to this agreement, the company would sell all of its
shares in the capital of Theramed to Rogan in exchange for the
release of the financial obligations owed by Meta Health to Rogan.
The agreement contains covenants and conditions that are customary
to share purchase transactions.  These conditions include receipt
of approval of the transaction by a majority of the shareholders
of Meta Health, including the approval of a majority of
disinterested shareholders.  In addition, the company said that no
material adverse change with respect to Meta Health will have
occurred since the date of this share purchase agreement.

The transaction amounts to the sale of substantially all of the
assets of Meta Health.  This restructuring may result in the
company no longer having any active operations.

The company has issued a notice calling a meeting of the common
shareholders on April 7, 2008, at which the shareholders would be
asked to approve a resolution to approve the transaction.

                   About Meta Health Services

Mississauga, Ontario-based Meta Health Services Inc. (TSX-V: MHS),
through its wholly owned subsidiary, Theramed Corporation, is in
the business of acquiring pharmaceutical products from
multinational pharmaceutical and biotech companies by purchasing
the intellectual property, assuming ownership, manufacturing and
distribution of the products.  The company's products incldue
Cytomel, Delatestryl, Viroptic, Synercid, Bellergal and Estrace,
Rhinocort, Plendil, and Cylosporine.


METHANEX CORP: Paying $0.14/Share Quarterly Dividend on March 31
----------------------------------------------------------------
Methanex Corporation's board of directors declared a quarterly
dividend of $0.14 per share that will be payable on March 31,
2008, to holders of common shares of record on March 17, 2008.

Vancouver-based Methanex Corp. (Toronto: MX) (NASDAQGM: MEOH) --
http://www.methanex.com/-- is a publicly-traded company engaged   
in the production, distribution, and marketing of methanol.  The
company's stock also trate on foreign securities market of the
Santiago Stock Exchange in Chile under the trading symbol
"Methanex".

                          *     *     *

Moody's Investor Services placed Methanex Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still holds to date with a stable outlook.


METROPOLITAN MORTGAGE: Reaches Settlement with PwC, Receives $30MM
------------------------------------------------------------------
PricewaterhouseCoopers LLP and the Metropolitan Mortgage &
Securities Co. Investors' Trust reached a deal wherein the
accounting firm will pay $30 million to the Trust for its alleged
part in the Spokane lender's tumble into bankruptcy in 2004, John
Stucke of the SpokesmanReview.com reports.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
directors of Met Trust and its debtor-affiliate Summit Securities
Inc. filed a lawsuit against their former accountants and
auditors, PricewaterhouseCoopers, over audit work performed in
1999 and 2000 that failed to warn the two companies were on the
verge of bankruptcy.  The lawsuit was filed in the U.S. District
Court in Spokane, Washington, on Sept. 21, 2005.

The two companies asserted in their lawsuit that:

   a) PwC was negligent in its duties as their independent
      auditors by misrepresenting the truth in the Firm's audit
      reports that Metropolitan and Summit were in deep financial
      trouble; and

   b) PwC advised the Metropolitan and Summit to set up a
      questionable tax shelter plan that was later disallowed by
      the Internal Revenue Service, which further drove the two
      companies into filing for bankruptcy.

Met Mortgage filed for bankruptcy in February 2004, devastating
nearly 10,000 investors throughout the Pacific Northwest who had
invested approximately $450 million in the once high-flying real
estate company.

In 2005, the Securities and Exchange Commission filed civil fraud
charges against former executives and third party business
associates of Met Mortgage.  The SEC's civil complaint, filed in
the U.S. District Court for the Western District of Washington,
alleges that Metropolitan's management falsified the company's
2002 financial results by reporting profits from circular real
estate sales where Metropolitan purported to sell property to
buyers who, in fact, received all of the money to pay for the
purchase from Metropolitan or its affiliates.

The fraud made Metropolitan appear profitable -- facilitating
further sales of its bonds and preferred stock to investors --
when in reality the company was encountering its third straight
year of mounting losses and on the verge of financial collapse.

As reported in the Troubled Company Reporter on Feb. 15, 2006, the
Hon. Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington confirmed, on Feb. 13, 2006, Met
Mortgage and Summit Securities Inc.'s Amended Joint Plan of
Reorganization.  The Plan provided for the establishment of two
trusts:

  1) the Metropolitan Creditors' Trust, whose sole beneficiaries
     are certain unsecured creditors of Metropolitan, primarily
     the holders of Metropolitan's Debt Securities; and

  2) the Summit Creditors' Trust, whose sole beneficiaries are
     certain unsecured creditors of Summit Securities, primarily
     the holders of Summit's Debt Securities.

General unsecured claims of Met Mortgage, totaling approximately
$357,245,839, received a pro rata beneficial interest in the
Metropolitan Creditors' Trust.  The general unsecured claims of
Summit Securities, totaling around $157,909,000, will also receive
a pro rata beneficial interest in the Summit Creditors' Trust.

According to the SpokesmanReview.com, the money will be
distributed among the investors that took a huge loss in Met
Mortgage's bankruptcy.

Both parties will brief the Honorable Fred Van Sickle of the U.S.
District Court in Spokane about the settlement agreement.  Met
Trust and PwC declined to comment on the details on the settlement
agreement, SpokesmanReview.com relates.

Based in Spokane, Washington, Metropolitan Mortgage & Securities
Co., Inc., owns insurance businesses.  Metropolitan filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-00757), along
with Summit Securities Inc., on Feb. 4, 2004.  Bruce W. Leaverton,
Esq., at Lane Powell Spears Lubersky LLP and Doug B. Marks, Esq.,
at Elsaesser, Jarzabek, Anderson, Marks, Elliot & McHugh represent
the Debtors in their restructuring efforts.  When Metropolitan
Mortgage filed for Chapter 11 protection, it listed total assets
of $420,815,186 and total debts of $415,252,120.


MICRON TECH: S&P Assigns 'BB-' Corporate Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Micron
Technology Inc., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications.

The action reflects challenging market conditions in Boise, Idaho-
based Micron's key markets: DRAM (dynamic random access memory)
chips used in personal computers; NAND flash chips used in
portable music players, cell phones, and other electronic devices;
and CMOS image sensors, used in phones and cameras.  A degree of
economic diversity among the three markets has benefited ratings
in the past.  However, concurrent weakness in all three markets,
coupled with high capital expenditures to expand and upgrade
manufacturing facilities, has led to substantial negative cash
flows.  Prefinancing cash flows were negative $1.2 billion in the
four quarters ended Nov. 30, 2007, including the benefit of
capital contributions by Intel Corp. to the companies' NAND flash
memory joint venture.  Micron had cash balances of $2 billion as
of Nov. 30, 2007, and debt of $2.5 billion.

"We will meet with management to review anticipated business
conditions and capital expenditure plans, and will assess the
company's likely cash requirements over the intermediate term to
resolve the CreditWatch," said Standard & Poor's credit analyst
Bruce Hyman.  "In the event that we lower the rating, it is
unlikely to be by more than one notch."


MONEYGRAM INT'L: Agrees to Amend Agreement with Investment Group
----------------------------------------------------------------
MoneyGram International Inc. agreed to amend its agreement with an
investment group led by Thomas H. Lee Partners L.P. and Goldman
Sachs & Co., concerning a comprehensive recapitalization of the
company.

The revised agreement comes after the failure of the company to
meet certain conditions required to close the agreement, including
the requirement that MoneyGram have, on a pro forma basis for the
transaction, at least $150 million of unrestricted assets.

MoneyGram and the Investors have agreed to make these material
changes to the original agreement as disclosed on Feb. 12, 2008:

   * The agreement will contemplate that the Investors will
     purchase $760 million of Series B and Series B-1 Preferred
     Stock, which will initially be convertible into approximately
     79% of the common equity of the company.
    
   * The Investors' convertible voting preferred stock will be
     convertible into shares of common stock of the company at a
     price of $2.50 per share, as opposed to $5 per share under
     the original terms.
    
   * If the company is unable to pay a cash dividend on the
     Series B and Series B-1 Preferred Stock at a time at which it
     is required to do so, dividends will accrete at 15%, as
     opposed to 12.5% under the original terms.
    
   * The company is not prohibited from soliciting or discussing
     alternative proposals.
    
   * The company will be required to raise an incremental
     $50 million of debt on terms and conditions acceptable to the
     Investors.

The transaction would be structured as a purchase of convertible
preferred stock in a one-step transaction, as opposed to a two-
step transaction under the original terms in which the Investors
would have exchanged shares of common stock and nonconvertible
preferred stock purchased at the closing for convertible preferred
stock upon shareholder approval.

While the rules of the New York Stock Exchange generally require
shareholder approval prior to the issuance of securities that are
convertible into more than 20% of the outstanding shares of a
listed company, the NYSE's Shareholder Approval Policy provides an
exception in cases where the delay involved in securing
shareholder approval would jeopardize the financial viability of
the company.

In accordance with the NYSE's rule providing that exception, the
Audit Committee of the company's board of directors has approved,
and the full board of directors has unanimously concurred with,
the company's intended use of the exception.  The company expects
the amended transaction to close upon the conclusion of a
shareholder notice period required by the NYSE when utilizing this
exception, which is expected to occur no later than March 25,
2008.

The transaction will be conditioned upon the receipt of
confirmation by the NYSE that the company may rely on the
exception.  The transaction will also be conditioned upon other
mutually acceptable terms and closing conditions to be negotiated
by the parties prior to March 14, 2008.

No assurances can be given that these terms and closing conditions
will be agreed upon or that any transaction will be consummated.

MoneyGram has also agreed to reimburse the Investors for
transaction-related expenses.

                         Portfolio Update

The company completed the sales of certain portfolio assets
required to be sold under the terms of the agreement at total loss
of approximately $1.6 billion, including $1.2 billion of other-
than-temporary impairments recorded in the fourth quarter 2007 as
a charge to earnings and realized losses of approximately
$350 million in the first quarter of 2008.

The investment portfolio consists of cash and cash equivalents,
U.S. agencies and agency residential mortgage backed securities.

The company expects to file its Dec. 31, 2007 Form 10-K upon
funding of the capital transaction.

               About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. -- http://www.moneygram.com/-- (NYSE: MGI) is a payment   
services company.  The company's major products and services
include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram had approximately 143,000 money transfer
agent locations in 170 countries and territories.

                          *      *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on MoneyGram International to 'BB' from
'BBB'.  The rating will remain on creditwatch negative, where it
was placed on Dec. 13, 2007.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Fitch Ratings downgraded these ratings for MoneyGram International
Inc.: (i) issuer default rating to 'BB-' from 'BBB-'; and (ii)
senior unsecured credit facility to 'BB-' from 'BBB-'.  These
ratings remain on rating watch negative.


MORTGAGE ASSISTANCE: Inks Two Note Agreements for $600,000
----------------------------------------------------------
Effective Feb. 12, 2008, Mortgage Assistance Center Corporation
entered into two Note Agreements pursuant to which the company may
borrow up to an aggregate of $600,000 through one or more
advances.

The Note Agreements provide that the company may, from time to
time, request advances up to the Funding Commitment;  provided,
among other things, that (a) no more than two advances may be
requested  during any calendar  month, and (b) no advance
shall be less than $25,000. The first advances under the Note
Agreements, in an aggregate amount of $300,000, were received by
the company on Feb. 12, 2008.

Amounts outstanding under the Note Agreements bear interest at the
rate of 15.0% p.a., compounded monthly.  All outstanding principal
and accrued interest on advances is due and payable on demand.

Repayment of advances under the Note Agreements is secured by a
pledge of the  membership or other equity interests held by the
company in various joint ventures formed by the company for the  
purpose of acquiring and holding portfolios of distressed, single-
family real estate and non-performing mortgages that the company
manages.

In connection with the Note Agreements, the company has granted to
each lender thereunder, the right, exercisable at any time after
the earlier to occur of (a) a going private transaction, or (b)
Feb. 12, 2009, to purchase 12.5% of the capital stock of the
company for a nominal consideration.  The issuance by the company  
of each option was made in reliance upon the exemption available
from registration under Section 4(2) of the Securities Act of
1933.

A full-text copy of the Promissory Note dated Feb. 12, 2008, is
available for free at http://researcharchives.com/t/s?28e9

A full-text copy of the second Promissory Note also dated
Feb. 12, 2008, is available for free at:

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

                    About Mortgage Assistance

Mortgage Assistance Center Corporation (OTC BB: MTGC.OB) through
its subsidiary, Mortgage Assistance Corporation, operates as a
financial services company in the United States.  The company
purchases, manages, and resells pools of distressed real estate
secured mortgages and promissory notes.  It acquires both priority
and subordinate mortgage loans or liens from banks and other
lending institutions.  Mortgage Assistance Center primarily
purchases nonperforming, charged-off, and subprime mortgages,
which are between 90 days and 2 years past due; and secured by
residential real estate.  The company was founded in 2003 and is
based in Dallas, Texas.

                          *     *     *

Sutton Robinson Freeman & Co. P.C., in Tulsa, Oklahoma, expressed
substantial doubt about Mortgage Assistance Center Corp.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and accumulated stockholders'
deficit at Dec. 31, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$9,530,074 in total assets, $11,904,692 in total liabilitis,
resulting in a $2,374,618 total stockholders' deficit.


NATIONAL CINEMEDIA: Dec. 27 Balance Sheet Upside Down by $572.4MM
-----------------------------------------------------------------
National CineMedia Inc.'s balance sheet contained total assets of
$463.6 million, total liabilities of $1,036.0 million resulting to  
a stockholders' deficit of $572.4 million at Dec. 27, 2007.

Total revenue for the fourth quarter 2007 increased 27.5% to
$94.5 million from $74.1 million for the comparable quarter last
year.  Total advertising revenue for the fourth quarter 2007
increased 42.7% to $85.6 million from $60.0 million for the
comparable quarter last year.  Meetings and events revenue
decreased 31.0% to $8.9 million in the fourth quarter of 2007
compared to $12.9 million in the comparable quarter last year.   
National advertising inventory utilization for the quarter
increased to 104.4% from 93.7% in the comparable quarter last
year.  Cost per thousand advertising rates increased 2.1% in the
quarter compared to the prior year.  Net income for the fourth
quarter 2007 was $8.2 million compared to net income of
$0.7 million in the comparable quarter last year.

For the fiscal year ended Dec. 27, 2007, total revenue was
$308.3 million for the post-IPO period and $23.6 million for the
pre-IPO period, compared to $219.3 million for the full fiscal
year ended Dec. 28, 2006.  National advertising inventory
utilization for fiscal 2007 increased to 87.0% from 77.5% in 2006.   
CPM advertising rates increased 1.6% compared to the prior year.   
For the fiscal year ended Dec. 27, 2007 net income for the post-
IPO period was $24.8 million and the net loss for the pre-IPO
period was $4.2 million, compared to a net loss of $10.5 million
for the full fiscal year ended Dec. 28, 2006.

The company's board of directors has authorized the company's
fourth quarter cash dividend of $0.15 per share of common stock,
payable on March 26, 2008, to stockholders of record on March 12,
2008.

"During 2007 we exceeded our original expectations with pro forma
adjusted EBITDA growth for the year of over 30%," Kurt Hall,
chairman and chief executive officer, said.  "This growth
reflected the successful execution of our strategy to increase
both the depth and breadth of our client base, expand the
geographic reach and coverage of our digital network, and continue
to improve the experience for theatre patrons."

"In 2008, we will continue to further reinforce our market
position with the addition of Lowes and Kerasotes screens to our
network." Mr. Hall continued.  "This strengthening of our theatre
network along with our new Internet initiative and other out-of-
home digital network platforms that are being incubated will allow
us to capture an increasing share of the shift in media spending
from traditional media platforms to new digital platforms."

                     About National CineMedia
        
Headquartered in Centennial, Colorado, National CineMedia Inc.
(NASDAQ: NCMI) -- http://www.ncm.com/-- is the managing member  
and owner of 44.8% of National CineMedia LLC, the operator of the
digital in-theatre network in North America.  The company sells,
distributes, produces, and develops on-screen cinema advertising
through its network of screens, and provides promotional services
to advertisers in theater lobbies.  National CineMedia is one of
the in-theater networks in North America, with 30-year contracts
with the three largest national movie exhibitors in the U.S.:
Regal, AMC, and Cinemark.


NEWPARK RESOURCES: Buyer Seeks More Time to Arrange Financing
-------------------------------------------------------------
Newpark Resources Inc. disclosed that the Hart Scott Rodino
waiting period for the sale of Newpark Environmental Services to
Trinity TLM Acquisitions LLC has expired.  Although all other
closing conditions have been or are expected to be satisfied
before the end of the first quarter of 2008, Newpark has been
advised by Trinity that Trinity will require additional time to
arrange financing for this transaction.

On Oct. 11, 2007, Newpark Resources reached an agreement to sell
its U.S. Environmental Services business to Trinity TLM.  Under
the terms of the agreement, Newpark will receive $81.5 million in
cash, subject to a working capital adjustment and could earn up to
an additional $8 million under the terms of a five-year earn out
provision in the agreement.  Trinity intends to combine the
acquired operations with Trinity Storage Services L.P., a waste
disposal business based in Texas.

As disclosed in March 2007, the company had concluded that the
Environmental Services business did not fit its long-term growth
strategy.

Without waiving its rights under the Membership Interest Purchase
Agreement, Newpark has agreed to accommodate the request from
Trinity for additional time to arrange for the financing of its
acquisition of Newpark Environmental Services.

"The continued uncertainty surrounding the credit markets has
delayed Trinity's ability to arrange financing," Paul Howes,
Newpark's president and chief executive officer, stated.  
"Although there is no guarantee of a transaction occurring, we
currently expect the deal to close before the end of the second
quarter of 2008."

                     About Newpark Resources

Headquartered in Metarie, Louisiana, Newpark Resources Inc.
(NYSE: NR) -- http://www.newpark.com/-- provides drilling fluids,
temporary worksites and access roads for oilfield and other
commercial markets, and environmental waste treatment solutions.

                         *     *     *

Standard and Poor's placed its long term foreign and local issuer
credit rated at B+ in November 2006.  The ratings still hold to
date.


NEWPARK RESOURCES: Postponed Sale Won't Affect S&P's 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Newpark Resources Inc. (B+/Stable/--) are not affected
by the company's announcement that it is postponing the sale of
its environmental services division until the second quarter of
2008.

S&P views the proposed sale, for approximately $80 million, as
favorable for credit because a portion of the proceeds will be
applied toward debt repayment under the senior secured facilities,
and because exiting the segment allows the company to focus more
closely on its core drilling fluids operations.  If the company
defers the sale further, S&P will comment on the rating and
outlook at that time.


NEW YORK UNITED: Judge Hardin Confirms Chapter 11 Liquidation Plan
------------------------------------------------------------------
The Hon. Adlai S. Hardin, Jr., of the United States Bankruptcy
Court for the Southern District of New York confirmed the Joint
Chapter 11 Plan of Liquidation proposed by New York United
Hospital Medical Center and its debtor-affiliate, U.H. Housing
Corp.

As reported in the Troubled Company Reporter on Dec. 17, 2007,
the Court approved the adequacy of the Debtors' Disclosure
Statement explaining their Joint Plan of Liquidation.

The Debtors selected Mark D. Hammond as the plan administrator.  
Mr. Hammond will bill $200 per hour for his services.

                        Treatment of Claims

Under the Plan, Administrative Claims, totaling $1.75 million,
will be paid in full on the effective date.

At the sole option of the plan administrator, Holders of Secured
Claims, totaling $25,000, will be entitled to receive, either:

   a) the collateral securing the claim;

   b) cash in an amount up to the allowed amount of the claim; or

   c) other treatment as may be agreed upon by the plan
      administrator and the holder.

Each holder of Priority Claims, totaling $350,000, will receive
cash from the available fund after all valid claims have been
paid.

Holders of UH Housing Corp.'s General Unsecured Claims have
already received full payment on account of their allowed claim.

Holders of New York United Hospital Medical Center General
Unsecured Claims, totaling $50 million, will be entitled to
receive it ratable share of available cash on the effective date.  
Holders of these claims will be expected to recover between 30%
and 35%.

A full-text copy of the Disclosure Statement is available for a
fee at http://ResearchArchives.com/t/s?28f2

                       About New York United

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a community healthcare provider and a member of
the New York-Presbyterian Healthcare System, serving several
Westchester communities, including Port Chester, Rye, Mamaroneck,
Rye Brook, Purchase, Harrison and Larchmont.  The Company filed
for chapter 11 protection on Dec. 17, 2004 (Bankr. S.D.N.Y. Case
No. 04-23889).  Burton S. Weston, Esq., at Garfunkel, Wild &
Travis P.C. and Lawrence M. Handelsman, Esq., at Stroock & Stroock
& Lavan LLP represent the Debtor in its restructuring efforts.
Craig Freeman, Esq. and Martin G. Bunin, Esq., at Alston & Bird
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $39,000,000 and total debts of $78,000,000.


NOMURA ASSET: Fitch Holds 'B-' Rating on $27.9MM Class B-6 Certs.
-----------------------------------------------------------------
Fitch Ratings upgraded Nomura Asset Securities Corp.'s commercial
mortgage pass-through certificates, series 1998-D6, as:

  -- $37.2 million class B-2 to 'AA+' from 'A+'.

In addition, Fitch affirmed these classes:

  -- $486.6 million class A-1B at 'AAA';
  -- $382.7 million class A-1C at 'AAA';
  -- Interest-only class PS-1 at 'AAA';
  -- $223.4 million class A-2 at 'AAA';
  -- $204.8 million class A-3 at 'AAA';
  -- $167.5 million class A-4 at 'AAA';
  -- $55.8 million class A-5 at 'AAA';
  -- $37.2 million class B-3 at 'BBB+';
  -- $18.6 million class B-5 at 'B';
  -- $27.9 million class B-6 at 'B-'.

Class A-1A has been paid in full.

Fitch does not rate the interest-only class A-CS1, the
$158.2 million class B-1, the $65.2 million class B-4, the
$11.2 million class B-7, or the $241 B-7H certificates.

The upgrade is attributable to 37.7% of additional paydown since
Fitch's last rating action.  As of the February 2008 distribution
date, the pool has paid down by 48.2% to $1.9 billion from
$3.7 billion at issuance.  Forty-seven loans (41.8%) have fully
defeased since issuance, including the two largest loans in the
pool.  In addition, one loan (0.45%) is partially defeased.  There
are two specially serviced loans, both have expected losses.

The largest specially serviced loan is secured by a 318,390 square
foot retail shopping center located in Utica, Michigan.  The loan
was transferred in December 2007 for imminent default when its
largest tenant expired.  The borrower is negotiating a
modification.

The second largest specially serviced loan is secured by an 82,868
sf retail shopping center located in Sterling Heights, Michigan.   
The loan was transferred in January 2008 for imminent default
because the largest tenant's lease has expired.

Fitch has identified and is monitoring twenty six loans of concern
(13.8%) that are experiencing declines in occupancy and/or debt
service coverage ratios.  The largest loan of concern (4.3%) is
secured by a retail shopping center located in Springfield,
Missouri.  The loan is current, but the property has experienced
cash flow declines since 2005 due to falling occupancy.

At issuance, the transaction included six shadow rated loans that
comprised 10.1% of the pool.  Four have paid in full; Fox Plaza,
Bristol/French Quarter, Westminister Center, and Morris Corporate
Center.  The two remaining shadow rated loans are fully defeased;
the Innkeepers Suites Portfolio (1.7%), and Westin Casaurina
(0.7%).


NRG ENERGY: Earns $104 Mil. For 2007 Fourth Quarter Ended Dec. 31
-----------------------------------------------------------------
NRG Energy Inc. reported net income of $104 million for the 2007
fourth quarter ended Dec. 31 compared to $30 million net loss for
the same period in 2006.  For the 2007 fiscal year ended
Dec. 31, net income is at $586 million from $621 million income in
2006.

Total operating revenues for the 2007 fourth quarter is at
$1,382 million from $1,135 million for the 2006 fourth quarter.  
For the 2007 fiscal year, the company's total operating revenues
are $5,989 million from $5,585 million revenues for 2006.

Net income from continuing operations for the quarter ended
Dec. 31, 2007 of $100 million compared to a net loss of
$35 million for fourth quarter of 2006.  The fourth quarter of
2006 included an $85 million after-tax charge on the net
settlement of hedges from resetting certain legacy Texas hedges to
market.  Fourth quarter 2007 results include the after-tax impacts
of a $24 million reimbursement for development costs for South
Texas Project units 3&4 and a $7 million after-tax impairment
charge related to commercial paper investments.

For the year ended Dec. 31, 2007, the company reported
$569 million in net income from continuing operations compared to
2006 net income from continuing operations of $543 million.  
Annual operating results for 2007 were favorably impacted by
higher generation and capacity revenues in the Northeast region
and the inclusion of an additional month for NRG Texas since this
business was acquired on Feb. 2, 2006.  This year's operating
results included $21 million of after-tax refinancing expenses,
while net income for 2006 was unfavorably impacted by $112 million
in after-tax refinancing expenses incurred as part of the NRG
Texas acquisition, partially offset by $44 million in after-tax,
one-time gains related to the resolution of disputes and
litigation.

Net cash flow from operations for the 12 months ended Dec. 31,
2007 was $1,517 million, after posting $125 million of collateral,
as compared to adjusted cash flow from operations in 2006 of
$1,473 million, after collecting $454 million of collateral.   

"Our 2007 results demonstrate our ability to stay focused on
delivering strong operating results while moving aggressively to
position NRG for the future," David Crane, NRG president and chief
executive officer, commented.  "Particularly gratifying to me was
the top quartile safety performance achieved across our entire
fleet."

Liquidity at Dec. 31, 2007 was approximately $2.7 billion, up
$417 million since Sept. 30, 2007 and up approximately
$488 million since the end of 2006.  Letter of credit availability
increased during the fourth quarter 2007 as counterparties on
trading hedges that previously required a combination of LCs and a
second lien position against the company's assets as collateral
were provided a first lien position in exchange for the return of
the posted LCs.  During February 2008, the company moved an
additional counterparty to the first lien position that resulted
in an additional return of $65 million in LCs.  As part of NRG's
amended and restated credit agreement executed on June 8, 2007,
the company obtained the ability to move its existing second lien
counterparty exposure to a first lien position.

The $72 million net cash decrease during the fourth quarter of
2007 resulted from cash used to pay down debt, repurchase shares
and fund capital expenditures, which more than offset strong cash
flow from operations.  Cash used for financing activities during
the fourth quarter amounted to $439 million and included
$347 million of debt repayments, $85 million for the repurchase of
2,037,700 shares of common stock and $14 million in preferred
dividends.

Having experienced significant financial, organizational and
operational growth since emerging from bankruptcy in 2003, the
company is implementing several enhancements to the company's
management structure to position the company for further gains
through initiatives such as RepoweringNRG and FORNRG while
supporting future growth.

"Four years ago we engaged in revolutionary management change at
NRG; today we announce an evolutionary change intended to focus
our top management team on the extraordinary opportunities
available to NRG," Mr Crane stated.  "We are dedicated to
achieving a new wave of value creation for our shareholders."

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $19.2 billion, total liabilities of $13.5 billion and a
total stockholders' equity of $5.5 billion.

                         About NRG Energy
        
Hearquartered in Princeton, New Jersey, NRG Energy Inc. (NYSE:  
NRG) -- http://www.nrgenergy.com/-- owns and operates a diverse   
portfolio of power-generating facilities, primarily in Texas and
the Northeast, South Central and West regions of the U.S.  Its
operations include baseload, intermediate, peaking, and
cogeneration and thermal energy production facilities.  NRG also
has ownership interests in generating facilities in Australia,  
Germany and Brazil.
        
                          *     *     *
        
On January, 2006, Moody's Investor's Service assigned to NRG
Energy Inc. its 'Ba3' long term corporate family rating and its
'B1' senior unsecured debt rating.  Moody's gave its negative
outlook on May, 2007.  These rating actions still holds to date.


ORECK CORP: Debt Under $215MM Credit Pact Sold At Almost 50% Off
----------------------------------------------------------------
One or more members of the current lending syndicate under Oreck
Corporation's $215,000,000 Credit Agreement dated Feb. 2, 2005,
sold their participations for 51.7 cents-on-the-dollar last week,
according to syndicated loan pricing data compiled by The Wall
Street Journal.

Royal Bank of Scotland serves as the Administrative Agent under
the revolving and term loan facility, and the original lenders
were Chase Manhattan and GE Capital, according to data provided by
Bloomberg News.  

As reported by the Troubled Company Reporter on July 27, 2007,  
Standard & Poor's Ratings Services withdrew all ratings on Oreck,
including its 'CCC-'corporate credit ratings, at the company's
request.  Before the action, Oreck's Corporate Credit was rated
'CCC-' with a negative outlook and its Senior Secured Local
Currency was rated 'CCC-.'

In 2005, the TCR reported that S&P placed the 'B+' corporate
credit and senior secured debt ratings on Oreck on CreditWatch
with negative implications.  S&P's credit analyst Alison Sullivan
then said "The CreditWatch placement follows the aftermath of
Hurricane Katrina and reflects the potential damage to the
company's headquarters and more importantly, to its primary
manufacturing facility, and our concerns pertaining to the length
and magnitude of disruption of its business."

The TCR reported on July 26, 2007 that Moody's Investors Service
withdrew all ratings of Oreck because Moody's believes it lacks
adequate information to maintain a rating.  The ratings withdrawn
were:

-- Corporate Family Rating, previously rated Caa1

-- Probability of Default Rating, previously rated Caa2

-- $20 million Senior Secured Revolver due Jan. 31, 2011,  
    previously rated Caa1 (LGD3, 32%)

-- $195 million Senior Secured Term Loan due Jan. 31, 2012,
    previously rated Caa1 (LGD3, 32%)

Based in New Orleans, Louisiana, Oreck Corporation --
http://www.oreck.com/-- manufactures and markets vacuum cleaners  
and air purifiers under the "Oreck" brand name.  It has its
principal manufacturing facilities in Cookeville, Tennessee.  The
company was founded by David Oreck in the U.S. in 1963.  The
family-owned corporation began as a company manufacturing upright
vacuum cleaners for the hotel industry in the U.S.  Oreck now
sells throughout North America and South America, as well as in
Europe and Asia.  


PEDRO'S OF BROOKFIELD: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Pedro's of Brookfield, Inc.
        fdba Brookfield Restaurant, Inc.
        W297 N1915 Glen Cove Rd.
        Pewaukee, WI 53072

Bankruptcy Case No.: 08-22069

Type of Business: The Debtor is a restaurant.

Chapter 11 Petition Date: March 9, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Dayten P. Hanson, Esq.
                  Hanson & Payne, LLC
                  1841 N. Prospect Avenue
                  Milwaukee, WI 53202
                  Tel: (414) 271-4550
                  Fax: (414) 271-7731
                  dayten@ameritech.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Anchor Bank                                            $700,000
25 West Main Street
Madison, WI 53703

Sysco Food Services of Baraboo LLC                      $90,363
910 South Boulevard
Baraboo, WI 53913

Thomas and Christine Beckmann                           $84,000
W 297 N1915 Glen Cove Road
Pewaukee, WI 53072

Inland Commercial Property Management                   $34,510

Rewards Network                                         $25,000

Mark Zierath                                            $20,000

Edward Don & Co                                          $8,262

Pedro's Mexican Reataurant, Inc.                         $7,151

City of Brookfield                                       $6,455

El Rey Mexian Products, Inc.                             $6,114

Wisconsin Department of Revenue                          $5,775

WE Energies                                              $4,901

Clipper Magazine                                         $4,247

ASC1                                                     $3,409

Los Altos Agave                                          $2,952

WOW Distributing Co, Inc.                                $2,876

International Produce                                    $2,648

Capital Husting Company, Inc.                            $1,968

Humana Inc.                                              $1,515

Mawicke & Goisman, S.C.                                  $1,400


PHARMED GROUP: Exclusive Plan Filing Period Extended to April 25
----------------------------------------------------------------
The Honorable Robert Mark of the United States Bankruptcy Court
for the Southern District of Florida further extended Pharmed
Group Holdings Inc. and its debtor-affiliates' exclusive period
to file a Chapter 11 plan until April 25, 2008, Bloomberg News
reports.

Bloomberg says that Court also extended the Debtors' exclusive
period to solicit acceptances of that plan until May 25, 2008.

As reported in the Troubled Company Reporter on Feb. 29, 2008,
the Debtors told the Court that they need sufficient time to
finalized and file a disclosure statement and proposed Chapter 11
plan.

The Debtors and the Official Committee of Unsecured Creditors
in their cases are in talks regarding the terms of a joint
liquidating plan.

The Debtors said that they have made good progress towards
reorganization and complied with all of the operating guidelines
of the United States Trustee.

The Debtors stated that no creditors in interest will be
prejudiced by the extension of their exclusive periods.

                       About Pharmed Group

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.  The
U.S Trustee for Region 21 appointed creditors to serve on an
Official Committee of Unsecured Creditors on these cases.  Shane
Reed/Hank Hacgerich represents the Committee.  When the Debtors
filed for protection against their creditors, it listed assets
between $1 million to $100 million and debts of more than
$100 million.


PILGRIM'S PRIDE: Sells Pennsylvania Facility & Exits Turkey Biz
---------------------------------------------------------------
Pilgrim's Pride Corporation disclosed the sale of its turkey
production facility and distribution center in New Oxford,
Pennsylvania, to New Oxford Foods, LLC, a subsidiary of Hain Pure
Protein Corp.

Financial terms were not disclosed, and there was no material gain
or loss as a result of this transaction.

As a result of the sale, which is effective immediately, Pilgrim's
Pride is no longer a producer of turkey, a business it entered in
2001 with the purchase of WLR Foods, Inc.

Pilgrim's Pride reported total U.S. turkey sales of $122.3 million
for fiscal 2007.  The New Oxford facility processes 175,000
turkeys per week and employs approximately 530 workers, including
the distribution center.

"The sale of the New Oxford complex will allow Pilgrim's Pride to
focus on our long-term strategy of building our core chicken
business," said Clint Rivers, president and chief executive
officer.  "Despite the positive improvements made in our turkey
business over the past few years, we found that our small size and
scale in this segment made it difficult to achieve acceptable
levels of profitability on a consistent basis."

Mr. Rivers said the sale of the New Oxford complex is not expected
to have any significant short-term impact on Pilgrim's Pride's
current turkey customers.  As part of the sale agreement, New
Oxford Foods will continue to co-pack product for Pilgrim's Pride
through the end of September, and Pilgrim's Pride will work
closely with customers to avoid unexpected interruptions in
delivery of frozen turkeys through Thanksgiving.

Under the terms of the agreement, New Oxford Foods will offer
positions to all New Oxford employees and will honor all current
contracts with Pilgrim's Pride turkey growers.

"We believe the New Oxford turkey operation will present an
excellent opportunity for New Oxford Foods to concentrate its
resources on building its all-natural business for the long term
and unlocking its true growth potential in this unique market
segment," Mr. Rivers said.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

Pilgrim's Pride Corp. holds Moody's Investors Service's
B1 senior unsecured credit rating, B2 senior subordinated notes,
and Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.
The outlook on all ratings is stable.  

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.  


PLASTECH ENGINEERED: Court Okays Allard & Fish as Local Counsel
---------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Allard & Fish P.C., as their local
bankruptcy counsel, nunc pro tunc to Feb. 1, 2008.

As reported in the Troubled Company Reporter on Feb. 15, 2008, the
firm is expected to:

   (a) advise the Debtors regarding their various relationships
       with vendors, existing supply contracts, continuity of
       supply issues and related matters, and negotiate and
       deal with vendors;

   (b) advise the Debtors on matters relating to the evaluation
       of the assumption, rejection or assignment of unexpired
       leases and executory contracts;
   
   (c) advise the Debtors with respect to their powers and
       duties as debtors in possession in the continued
       management and operation of their business and properties;

   (d) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

   (e) take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       their behalf, defending any action commenced against the
       Debtors and representing their interests in negotiations
       concerning all litigation in which the Debtors are
       involved, including, objections to claims filed against
       the estates;

   (f) prepare motions, applications, answers, orders, reports,
       and papers necessary to the administration of the Debtors'
       estates;

   (g) take any necessary action on behalf of the Debtors to
       obtain confirmation of the Debtors' proposed plan of
       reorganization;

   (h) represent the Debtors in connection with obtaining post
       petition loans if necessary;

   (i) advise the Debtors in connection with any potential
       sale of assets;

   (j) appear before the Bankruptcy Court, any appellate courts
       and the United States Trustee, and protect the interests
       of the Debtors' estates before those courts and the U.S.
       Trustee; and

   (k) perform all other necessary legal services and provide
       all other legal advice to the Debtors in connection with
       the Debtors' Chapter 11 cases.

Allard & Fish will exert efforts to avoid duplication of its
services with those of the Debtors' proposed lead bankruptcy
counsel, Skadden, Arps, Slate, Meagher & Flom LLP, or the
Debtors' proposed special corporate and litigation counsel, Jones
Day.

Allard & Fish intends to apply for compensation for professional
services rendered to the Debtors in connection with their
Chapter 11 cases, subject to the Court's approval and in
compliance with applicable provisions of the Bankruptcy Code
and the Local Rules and orders of the Court.

For the contemplated services, Allard & Fish will be paid based
on the firm's hourly rates:

      Designation           Hourly Rate
      -----------           -----------
      Attorney                 $375
      Expert Witness           $450
      Paraprofessionals         $80

Deborah L. Fish, Esq., a member of Allard & Fish, related that
the firm received a $30,000 retainer.

Ms. Fish assured the Court that Allard & Fish is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

                    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 JCI Contractual Disputes Resolved
------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
disagree with Johnson Controls, Inc.'s contentions and its
characterizations of the Debtors' performance and ability
to perform under the parties' contracts.

JCI, in its request for immediate assumption or rejection of its
contracts with the Debtors, had claimed before the U.S. Bankruptcy
Court for the Eastern District of Michigan:

    (i) that the Debtors cannot perform under the Plastic
        Components Sourcing Agreement, dated October 5, 2001,
        without financial accommodations from JCI and other major
        customers;

   (ii) that without assumption of the PCSA, the Debtors cannot
        reorganize and therefore an early election to assume or
        reject the JCI Contracts will not affect the Debtors'
        ability to reorganize; and

  (iii) that allowing the Debtors until plan confirmation to
        assume or reject the Contracts would cause "overwhelming
        hardship" to JCI.

On behalf of the Debtors, Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware,
contends it was JCI who failed to perform under the JCI
Contracts, which undermined the Debtor's liquidity position.  

The Debtors, however, say they agree with JCI that a reasonable
time be given in order to determine the meaning and terms of the
JCI Contracts, a task which is critical to the company's
reorganization efforts.  Thus, the Debtors aver that the Court
should set a reasonable time by which the Debtors must elect to
assume or reject the PCSA and the parties' operating agreement,
dated April 1, 2007.

The Debtors assert that Court, before directing them to either
assume or reject the JCI Contracts, should resolve the numerous
outstanding contractual disputes between the parties.

Plastech relates it is prepared to litigate its contractual
disputes with JCI on an expedited basis.  The Court asks the
Court to hear the parties' underlying contractual disputes with
respect to the JCI Agreements no later than June 30, 2008.

The Debtors propose that any Order to Compel be entered not more
than seven days after the Court enters an order regarding the
terms and conditions of the JCI Agreements.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000)


PLASTECH ENGINEERED: Wants Non-cooperating Vendors Summoned
-----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates sent
notices to four vendors requiring them to appear before the
Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan due to their refusal to continue
providing goods and services post-bankruptcy.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the
Debtors sought authority from the Court to set up procedures to
address those vendors who repudiate and refuse to honor their
postpetition contractual obligations.

To maintain a continuous and timely supply chain, the Debtors
worked diligently to preserve its existing relationships with
certain suppliers whose products and services are critical for
their ongoing business operations, the Debtors related.  Since the
bankruptcy filing, some of the Debtors' critical vendors
and suppliers, notwithstanding the fact that there may not be any
contracts obligating them to continue to supply the Debtors, have
nonetheless honored their past relationship with the Debtors.  
However, several critical vendors have refused to continue to
supply goods to the Debtors unless the Debtors agree to pay their
prepetition claims in full.

The Debtors said they paid the alleged claims of the four
"repudiating vendors", but these parties have discontinued
providing services to the Debtors pursuant to their contracts.

       Vendor                          Claims Paid
       ------                          -----------
       Marquadt Switches, Inc.,           $240,400

       Fenix Development LLC               $54,651

       Kautex (Guangzhou) Plastic
       Technology Co., Ltd,
       and,
       Kautex Textron CVX, Ltd.            $51,614

       Kautex Textron CVS, Ltd.,
       and/or,
       Kautex Hengoed                      $40,835

Plastech, at the hearing, will demonstrate that it has one or
more enforceable contracts with the repudiating vendors, and,
that the vendors are in violation of the contracts and of
Sections 362 and 365 of the U.S. Bankruptcy Code.

Marquadt, et al., are directed to appear before Judge Shefferly
on April 2, 2008, at 9:30 a.m.

The Debtors contended that those vendors that are parties to
enforceable contracts with the Debtors should not be permitted to
extract additional, non-contractual concessions from the Debtors.

                    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: Wells Fargo Seeks Equipment Lease Payments
---------------------------------------------------------------
Wells Fargo Equipment, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Michigan to direct Plastech Engineered
Products Inc. and its debtor-affiliates to pay all obligations
related to their lease contract, and to compel Debtors' decision
to assume or reject the lease.

Wells Fargo Equipment claims $219,158 in receivables, for
equipment it leases to the Debtors, for the Feb. 29, 2008 due
date.  The Debtors have not advised Wells Fargo Equipment of
their intention to pay the March 31, 2008 lease nor future
postpetition obligations under the contract, relates Marc M.
Bakst, Esq., at Bodman LLP, in Detroit, Michigan, counsel for
Wells Fargo Equipment.

In addition, Mr. Bakst tells the Court, Wells Fargo Equipment
requested inspection of the leased equipment, but was denied
permission, despite repeated requests.  The lessor believes
Plastech is using the equipment in its business operation.

Mr. Bakst notes that there is a disparate treatment in the payment
of administrative claims as, citing that the Debtors are paying
other administrative claims that are entitled to no greater
priority than their lease obligations with Wells Fargo Equipment.

                    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)


PNM RESOURCES: Fitch Cuts Issuer Default to BB+ from BBB-
---------------------------------------------------------
Fitch has downgraded PNM Resources and subsidiaries Public Service
Company of New Mexico and Texas New Mexico Power Company as:

PNMR
  -- Issuer Default Rating downgraded to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3'.

PNM
  -- IDR downgraded to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F2';
  -- Senior unsecured to 'BBB-' from 'BBB';
  -- Preferred rating to 'BB+' from 'BBB-'
  -- Short-term debt rating to 'B' from 'F2'.

TNMP
  -- IDR downgraded to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BBB-' from 'BBB'.

The Rating Outlook is Stable.

The ratings take into consideration the significant operating
challenges to PNMR's regulated and unregulated operations and
better reflect the company's relatively weak credit metrics and
business risk profile.  The Stable Rating Outlook assumes
regulatory outcomes in pending and prospective New Mexico and
Texas rate proceedings will result in credit metrics that are
consistent with the new ratings.

The ratings assume future investment will result in a
regulated/unregulated business mix consistent with current
proportions and will be funded with a balanced mix of equity and
debt similar to PNMR's existing capital structure.  Fitch notes
that the recent decline in the company's stock price and lower per
share earnings forecast has made PNMR's access to equity markets
more expensive.  In addition, pending rate case outcomes and/or
failure to address recent operating difficulties could lead to
financial pressure.

Operating challenges include: i)under-budget performance of
certain base load generating facilities owned by PNM; ii) growing
reliance on natural gas-fired generation and purchase power
resources to meet above-average jurisdictional load growth coupled
with the absence of a fuel adjustment clause; and iii) lower 2007
earnings comparisons at unregulated retail electric supply
subsidiary First Choice Power.  Commodity price risk at FCP is a
source of concern, in Fitch's view.

Fitch anticipates PNMR will continue its super regional strategy
to grow its presence in regulated and unregulated electric markets
in Texas and the West.  The recently announced transaction with
Continental Energy Systems, in which PNMR is to sell its New
Mexico natural gas distribution utility and acquire certain ERCOT
and non-ERCOT electric utility assets in Texas, is consistent with
this strategy.  Fitch views this transaction favorably as it
should improve the balance sheet.

Importantly, Fitch expects PNMR's core electric utility operation
in New Mexico to evolve into a more traditional regulatory
structure.  Under that arrangement, PNM was able to own, develop
and jointly dispatch regulated and non jurisdictional generating
assets.  In addition, the rate plan set rates, phasing in a 6.5%
rate cut, through 2007.

Toward that end, PNM has recently announced the sale of several
wholesale contracts for $6.8 million and will decide on what
direction to proceed with regard to its ownership interest in Luna
and Lordsburg gas-fired generating facilities.  Choices include
adding the assets to rate-base, sale to a third party or transfer
to an unregulated affiliate within the PNMR corporate family.

PNM filed its general rate case in February 2007 to determine
post-rate plan revenues and is currently supporting a $77 million
rate increase based on a 10.75% authorized return on equity and a
51% equity ratio as a percentage of total capitalization.  PNM
requested that new rates take effect at the conclusion of the rate
freeze scheduled for Dec. 31, 2007.  However, in a negative
development, the New Mexico Public Regulation Commission directed
the utility to file supplemental testimony, delaying a final order
and effectively extending the rate freeze until May 2008.

On March 6, 2008 the administrative law judge in the GRC issued
its proposed order recommending a $24 million (4.3%) rate increase
based on a 9.71% authorized ROE.  The PRC staff supports an
$18.3 million (3%) rate increase based on a 9.1% authorized ROE.  
Both the ALJ PO and staff recommendation reject PNM's request to
implement a fuel adjustment clause.

Fitch notes that the commission is not bound by either the ALJ PO
or staff recommendation.  Nonetheless, commission approval of a
final order consistent with the ALJ PO or staff recommendation
would result in lower than projected revenues, earnings and cash
flows and greater cash flow volatility.


POWERLINX INC: Inks Asset Purchase Agreement with Zone Defense LLC
------------------------------------------------------------------
Powerlinx Inc. has sold all of the raw material and finished goods
inventory relating to its Zone Defense accident avoidance systems
business, pursuant to the terms of an Asset Purchase Agreement
with Zone Defense LLC, dated Feb. 29, 2008.

As consideration, Zone Defense LLC provided the company with a
promissory note in the principal amount of $62,200 bearing
interest at 6% per annum due 33 months from the date of issuance.  
In addition, pursuant to the terms of the Asset Purchase
Agreement, Zone Defense LLC will be obligated to make certain
"Earn Out" payments to the company.

Pursuant to the terms of the Asset Purchase Agreement, Zone
Defense LLC agreed to the cancellation of $133,598 in notes due to
it.  In addition, Zone Defense LLC agreed to forego certain other
amounts totaling $48,609.  Thus, the aggregate liabilities
cancelled or forgiven by Zone Defense LLC in relation to the Asset
Purchase Agreement totaled $189,142.

A full-text copy of the Asset Purchase Agreement by and between
Powerlinx Inc. and Zone Defense LLC dated Feb. 29, 2008, is
available for free at http://researcharchives.com/t/s?28f5

                       About Powerlinx Inc.

Headquartered in St. Petersburg, Florida, PowerLinx Inc.
(OTC BB: PWLX) -- http://www.power-linx.com/-- develops,
manufactures and markets products and applications that transmit
voice, video, audio and data either individually or in any and all
combinations over power lines, twisted-pair wires and coax in AC
and DC power environments, on any and all power grids.  The
company has also developed, manufactured, and marketed different
kinds of underwater video cameras, lights and accessories for the
marine, commercial and consumer retail markets as well as accident
avoidance systems for small and large vehicles.

                          *     *     *

As reported in the Troubled Company Reporter on May 10, 2007,
Aidman, Piser & Company PA, in Tampa, Florida, expressed
substantial doubt about Powerlinx Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditor pointed
to the company's recurring losses, strained liquidity, and
stockholders' deficit.

As reported in the Troubled Company Reporter on Jan. 3, 2008,
Powerlinx Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $1.65 million in total assets and $4.81 million in total
liabilities, resulting in a $3.16 million total stockholders'
deficit.


PRB ENERGY: Wants to Access PRB Funding's $300,000 Loan Facility
----------------------------------------------------------------
PRB Energy Inc. asked the United States Bankruptcy Court for
the District of Colorado for permission to access $300,000 in  
postpetition financing from PRB Funding LLC, The Associated Press
reports.

The Debtor told the Court that prior to the bankruptcy filing, PRB
Funding extended the money, which is currently deposited with the
Colorado State Bank account, AP relates.

According to the report, the Debtor intends to use the money for
its operational expenses.

PRB Funding's officers, Gus Blass, Reuben Sandler and Jim Schadt
are also part of the Debtor's board of directors, AP reveals.

               Default Disputes with Senior Lenders

As reported in the Troubled Company Reporter on March 4, 2008,
PRB Energy was working with senior lenders that hold the
company's $15 million Senior Secured Debentures due Aug. 31, 2008.  
The Debtor intended to satisfy its future obligation and to settle
a dispute of whether any default has occurred and whether a
redemption has occurred, as asserted by the senior lenders.

The company, however, does not believe that a default under the
Debentures has occurred.  Given its negative working capital
position and the senior lenders' assertion that it is in default,
the company is exploring all of the strategic alternatives
available to it under applicable law, including filing for
bankruptcy protection.

                        About PRB Energy

Headquartered in Denver, PRB Energy, Inc., formerly PRB Gas
Transportation Inc., -- http://www.prbenergy.com/-- operates as   
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  They owe at
least $1 million each to four unsecured creditors.

                           *    *    *

As reported in the Troubled Company Reporter on Jan. 9, 2008,
after reporting a positive working capital of $13.71 million at
Dec. 31, 2006, PRB Energy, Inc. recorded a $35.39 million working
capital deficit at Sept. 30, 2007.


PRIMARY ENERGY: Posts $21.0MM Net Loss for Year 2007 Ended Dec. 31
------------------------------------------------------------------
Primary Energy Recycling Corporation reported a $21.0 million
net loss for the fiscal year ended Dec. 31, 2007 compared to
$18.4 million net loss for fiscal 2006.

For the 2007 fiscal year, the company generated revenues of
$75.0 million decreased 13.8% from $87.0 million total revenues in
2006.

As of Dec. 31, 2007, the company's consolidated balance sheet
reflected a total shareholders' equity of $93.0 million.

"The fourth quarter was our best quarter in a year," John Prunkl,
president of the company, said.  "Throughout 2007, the company's
facilities generally performed effectively.

"However, we had disappointing financial performance at Harbor
Coal, as well as a 35-day unplanned outage at our North Lake
facility which also impacted results," Mr. Prunkl continued.  "We
continue to work to amend the Harbor Coal agreement with a goal of
providing a more simplified tolling formula that is intended to
yield improved stability and a more predictable cash flow.

"It is our understanding all senior management approvals have been
obtained by our customer and the amendment is now before their
board for final ratification," Mr. Prunkl added.  "While progress
has been encouraging and the process is coming to a conclusion,
the agreement will not be executed as of Feb. 29, 2008.

"As a result, the company is subject to provisions outlined in the
second amendment and limited waiver to credit agreement that may
result in cash sweeps and additional interest costs depending upon
financial results," Mr. Prunkl stated.  "If the Harbor Coal
amendment is executed subsequent to Feb. 29, 2008, the cash sweep
and increased interest provisions are eliminated."
    
During 2007, the company paid distributions of CDN$0.83 per EIS to
unitholders which compares favorably to the current annualized
CDN$0.80 distribution level.  At year-end 2007, the company had
cash on-hand of $15.3 million and $12.0 million of undrawn
revolver capacity.
    
In the fourth quarter of 2007, the company earned revenue of
$21.2 million, an increase of 15.8% from the fourth quarter of
2006 primarily due to increased Energy Service revenue at the
company's Harbor Coal facility.  Total operating and maintenance
expenses for the fourth quarter of 2007 were $7.6 million, up
12.5% from the fourth quarter of 2006 due to additional service
fee expense at the Harbor Coal facility.  General and
administrative expenses for the fourth quarter of 2007 were
$2.9 million, an increase of 46.9% over the same period in the
prior year which is the result of 2007 additional property tax
expenses and professional fees totaling $0.3 million combined with
a fourth quarter 2006 management incentive fee expense reduction
of $0.6 million.
    
For the full year of 2007, operating and maintenance expenses in
2007 were $30.1 million, down 4.1% over 2006 primarily due to
lower production costs at the company's Harbor Coal facility.   
General and administrative expenses for the year were
$11.1 million, an increase of 19.0% from the prior year primarily
related to a $2.2 million property tax settlement realized in 2006
which did not recur in 2007.

                      About Primary Energy
        
Based in Oak Brook, Illinois, Primary Energy Recycling Corporation
(TSX: PRI.UN) -- http://www.primaryenergyrecycling.com/--   
indirectly owns and operates four recycled energy projects and a
50% interest in a pulverized coal facility.  The projects have a
combined electrical generating capacity of 283 megawatts and a
combined steam generating capacity of 1.8 MMlbs/hour.  Primary
Energy captures and recycles waste energy from industrial and
electric generation processes and converts it into reliable and
economical electricity and thermal energy for its customers' use.  
The company owns a majority interest in Primary Energy Recycling
Holdings LLC.

                          *    *    *
        
As reported in the Troubled company Reporter on Nov. 8, 2007,
Primary Energy Recycling Corporation disclosed that a default
under its senior debt credit agreement is likely once the
preliminary inventory adjustment information it received from the
site host of its Harbor Coal facility proves to be accurate.  The
preliminary information, which the company believes to be true,
indicates that the company's financial results for the period
ended Sept. 30, 2007 will demonstrate failure to comply with the
PERC Consolidated Leverage Ratio covenant under its senior credit
facility.


QUEBECOR WORLD: Court OKs Rejection of Banc of America Lease Pact
-----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to reject an aircraft lease agreement with Banc of America
Leasing and Capital, LLC.  

As reported in the Troubled Company Reporter on March 6, 2008, the
Debtors asked the Court to lift the automatic stay so that Banc of
America can exercise its rights to the Aircraft Lease Agreement,
which includes one Bombardier CL-601-3A aircraft, two General
Electric CF34-3A engines and certain appliances, parts,
instruments, appurtenances, accessories, furnishings, seats and
other equipment incorporated to the aircraft.  The Aircraft Lease
expired on January 18, 2008.

The Debtors want to reject the Aircraft Lease effective as of
Jan. 21, 2008, out of an abundance of caution, and to confirm that
their bankruptcy estates do not retain any equitable interest in
the aircraft or the Aircraft Lease.

The Debtors sought clarification that Banc of America's exercise
of remedies under the Aircraft Lease and actions to take
possession of the aircraft will not be construed as a violation of
the automatic stay under Section 362 of the Bankruptcy Code.

As of Jan. 7, 2008, the Debtors owed $12,218,351 under the Lease.

According to Michael Canning, Esq., at Arnold & Porter LLP, in
New York, the aircraft is not operational and is hangared in
Montreal, Canada.  The Debtors are also continuing to incur costs
associated with its storage and insurance.

                       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: Court Approves Creditor Information Protocol
------------------------------------------------------------
The Hon. James Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation allowing a Creditor
Information Protocol in the bankruptcy case of Quebecor World Inc.
and its debtor-affiliates.  Creditor Information Protocol is
effective as of March 6, 2008, however, its terms will also apply
to information in the Official Committee of Unsecured Creditors'
possession prior to March 6, 2008.

As reported in the Troubled Company Reporter on March 5, 2008, the
Debtors and the Committee asked the Court to approve the protocol
asserting that it will ensure the Committee compliance with its
obligations under Section 1102(b)(3)(A) of the Bankruptcy Code and
to protect the Debtors' confidential, privileged or proprietary
information.

The Debtors will assist the Committee in identifying, receiving
any information from any entity in connection with an examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.  

Requests for information may be addressed to:

   Arnold & Porter LLP
   Attn: Michael J. Canning
   399 Park Avenue,
   New York, New York 10022
   quebecorservice@aporter.com

The stipulation also governs the release of confidential
information of third parties and exculpation provisions.

A full-text copy of the Creditor Information Protocol is
available for free at
http://ResearchArchives.com/t/s?28b0                        

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market          
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of        
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 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: Can Pay Non-Employee Sales Brokers' Commissions
---------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to pay commissions that accrued prepetition to non-employee
sales brokers.

As reported in the Troubled Company Reporter on March 7, 2008,
the Debtors' sales and marketing efforts are done through both
employees and third-party brokers.  The Debtors previously sought
and obtained the Court's approval to pay sales commissions that
accrued prepetition to one group of sales employees who were
otherwise scheduled to receive their commissions on Feb. 1, 2008.

Michael Canning, Esq., at Arnold & Porter LLP, in New York,
related that these third-party brokers are utilized in certain
segments of the Debtors' businesses, and it is crucial to the
Debtors' sales and marketing effort that the Debtors maintain a
strong and loyal team of sales brokers.

The Debtors have determined that there approximately 36 brokers
who are or will likely be due commissions based on prepetition
activities.  The total amount expected to be owing for these
commissions is $705,775.  There could be some variation in the
final total based on payments from customers, but it is not
anticipated that the final total will be materially higher
than this amount, Mr. Canning said.

                       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.


RAMP SERIES: 18 Tranches Acquire Moody's Rating Downgrades
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of eighteen
tranches issued in six transactions under the RAMP 2004-RS shelf.   
The collateral backing each tranche consists primarily of first
lien adjustable-rate and fixed-rate mortgage loans acquired by
Residential Funding Corporation under the Negotiated Conduit Asset
Program.  The NCA Program was established for the acquisition of
loans that do not comply with some of the criteria of RFC's
standard programs.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses and stepdown.  The timing
of losses coupled with the passing of stepdown triggers has caused
the protection available to the subordinated bonds to be
diminished.

Complete rating actions are:

Issuer: RAMP Series 2004-RS6 Trust

  -- Cl. M-II-2; downgraded from A2 to Baa1
  -- Cl. M-II-3; downgraded from A3 to Baa3
  -- Cl. M-II-4; downgraded from Baa1 to B1
  -- Cl. M-II-5, downgraded from Baa2 to Caa1

Issuer: RAMP Series 2004-RS8 Trust

  -- Cl. M-I-3; downgraded from Baa2 to Ba1

Issuer: RAMP Series 2004-RS9 Trust

  -- Cl. M-II-3; downgraded from A3 to Baa3
  -- Cl. M-II-4; downgraded from Baa1 to Ba2
  -- Cl. M-II-5, downgraded from Baa2 to B1

Issuer: RAMP Series 2004-RS10 Trust

  -- Cl. M-II-2; downgraded from A2 to Baa2
  -- Cl. M-II-3; downgraded from A3 to Ba1
  -- Cl. M-II-4; downgraded from Baa1 to B1
  -- Cl. M-II-5, downgraded from Baa2 to Caa2

Issuer: RAMP Series 2004-RS11 Trust

  -- Cl. M-3; downgraded from A2 to Baa2
  -- Cl. M-4; downgraded from A3 to Baa3
  -- Cl. M-5; downgraded from Baa1 to Ba3

Issuer: RAMP Series 2004-RS12 Trust

  -- Cl. M-II-5; downgraded from A3 to Baa1
  -- Cl. M-II-6; downgraded from Baa1 to Baa3
  -- Cl. M-II-7; downgraded from Baa2 to Ba3


RH DONNELLEY: Moody's Holds Ratings; Revises Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed all of R.H. Donnelley
Corporation's ratings, including its B1 Corporate Family rating
while changing the rating outlook to negative.  Details of the
rating action are:

Ratings affirmed:

R. H. Donnelley Corporation

  -- Corporate Family rating: B1

  -- PDR: B1

  -- Speculative Grade Liquidity rating: SGL-1
  
  -- 8.875% series A-4 senior notes due 2017: B3, LGD5, 84%

  -- 6.875% senior notes due 2013: B3, LGD5, 84%

  -- 6.875% Series A-1 senior discount notes due 2013: B3,
     LGD5, 84%

  -- 6.875% Series A-2 senior discount notes due 2013: B3,
     LGD5, 84%

  -- 8.875% Series A-3 senior notes due 2016: B3, LGD5, 84%

R. H. Donnelley Inc.

  -- Senior secured revolving credit facility due 2009: Ba1,
     LGD2, 15%

  -- Senior secured term loan A due 2009: Ba1, LGD2, 15%

  -- Senior secured term loan D due 2011: Ba1, LGD2, 15%

Dex Media West LLC

  -- Senior secured revolving credit facility due 2009: Ba1,
     LGD2, 15%

  -- Senior secured term loan A due 2009: Ba1, LGD2, 15%

  -- Senior secured term loan B due 2010: Ba1, LGD2, 15%
  
  -- Senior secured term loan B-1 due 2010: Ba1, LGD2, 15%

  -- 8.5% senior unsecured notes due 2010: Ba3, LGD3, 41%

  -- 5.875% senior unsecured notes due 2011: Ba3, LGD3, 41%

  -- 9.875% senior subordinated notes due 2013: B1, LGD3, 49%

Dex Media East LLC

  -- $100 million senior secured revolving credit facility due
     2013: Ba1, LGD2, 15%

  -- $750 million senior secured delayed draw term loan A due
     2013: Ba1, LGD2, 15%

  -- $350 million senior secured delayed draw term loan B due
     2014: Ba1, LGD2, 15%

Dex Media, Inc.

  -- 8% senior unsecured global notes due 2013: B2, LGD4, 61%

  -- 9% senior discount global notes due 2013: B2, LGD4, 61%

The rating outlook is changed to negative from stable.

The change in rating outlook to negative follows Donnelley's
recently- lowered guidance for 2008 financial results, and
management's expectation of further cuts in customer spending on
yellow pages print advertising in most of its markets, especially
hard-hit sub-prime markets in Florida, California and Arizona.  In
addition the negative outlook underscores Moody's assessment that
softening business conditions will preclude a reduction of
leverage below 6.5 times debt to EBITDA over the rating horizon.   
Moody's estimates that the company would currently need to reduce
debt by at least $1.5 billion to attain this leverage metric,
based upon LTM results.

R. H. Donnelley's ratings continue to reflect the company's high
leverage (exceeding 7.0 times debt to EBITDA), its vulnerability
to the limited growth prospects of the directory publishing
business, the increasing threat posed by competing directory
publishers and web-based directory service providers in virtually
all its markets, a recent erosion of equity support provided to
debtholders as a result of the substantial decline in the market
value of the company's equity, and the dependence of the holding
companies (R.H. Donnelley Corporation and Dex Media, Inc.) upon
continued covenant- compliant restricted payments from the three
major operating companies in order to service their debt
obligations.

Over the past few months, Donnelley has completed the repurchase
of $96 million of shares and financed a $345 million acquisition
of Business.com with debt.  The company also announced, but later
rescinded, a 2008 dividend program of up to 25% of free cash flow.   
Notwithstanding these actions, Moody's considers that debt-holders
will face a moderation of future event risk, given management's
current focus on debt reduction.

The B1 CFR is supported by Donnelley's scale, the strong market
position conferred by its exclusive publishing agreements with
Embarq Corporation, Qwest Communications, and AT&T Inc. as the
"official" yellow pages directory within a number of their
incumbent markets.  In addition the ratings reflect Donnelley's
very good liquidity profile; its diversified customer and
geographic market base; and strong cash flow generation.

The B1 CFR could be downgraded if Donnelley is unable to cut costs
in response to a weakening business environment, if its free cash
flow generation continue to worsen, if it is unable to
successfully defend it market share or if it deploys cash for
purposes other than the repayment of debt.

Headquartered in Cary, North Carolina, R. H. Donnelley is one of
the largest US yellow page directory publishing companies.  The
company reported revenues of $2.6 billion for the FYE 2007.


SHARON DE EDWARDS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtors: Sharon Y. de Edwards
         dba Sharon de Edwards, M.D. FACOG
         Fernando Anthony Edwards
         dba Law Offices of F. Anthony Edwards
         715 Castle Rock Road
         Walnut Creek, CA 94598

Bankruptcy Case No.: 08-41073

Chapter 11 Petition Date: March 7, 2008

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtors' Counsel: Charles D. Novack, Esq.
                  Law Offices of Charles Novack
                  409 13th Street 10th Floor
                  Oakland, CA 94612
                  Tel: (510) 465-1000
                  Charles@cnovack.com

Estimated Assets: $1 million to $ 10 million

Estimated Debts:  $1 million to $ 10 million

Debtors' list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Contra Costa County Bar                                 $19,250
Association
c/o Eskanos & Adler
2325 Clayton Road
Concord, CA 94520

Meharry Medical College          Tuition                $16,628
Student Finanacial Services
Office of the Treasurer
1005 Drive D.B. Todd Jr.
Boulevard
Nashville, TN 37208-3599

CBSJ Financial Corp.             Medical                 $7,350
299 Stockton Avenue
San Jose, CA 95126

Washington Mutual/Providian      Credit Card             $5,736

Esquire Deposition Services, LLC deposition services     $3,987

Superior Court of California     Case Nos. 369189;       $3,405
                                 350327 and 369189

NCC Business Services, Inc.      The Cumberland          $3,243

Atkinson Baker                                           $2,843

Zandonella Reporting Service Inc deposition              $2,459
                                 reporting services

U.S. Legal Support                                       $1,898

American Revenue Management                              $1,560

Collection - California          Enterprise Rent         $1,549

Legalink, Inc. a Merrill Company Inv. Nos. 20061554      $1,327
                                 and 20042555

Quest Discovery Services                                   $560

Collection - Massachusetts       Progressive Insurance     $555
                                 Co.

I.C. Systems, Inc.               Critter Control           $740

Fresno CB Collection             FCRA Medical              $408

Loislaw                                                    $355

First Premier                    Credit Card               $201

Trojan Professional Services     Medical                   $185


SHARPER IMAGE: Gets Authority to Obtain $60,000,000 DIP Financing
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
on a final basis, authorized Sharper Image Corp. to borrow up to
an aggregate of $60,000,000 comprised of a senior revolving
credit facility with a sublimit for letters of credit up to
$10,000,000, in accordance with the terms and conditions of a
debtor-in-possession credit agreement, by and among Sharper Image,
as borrower, Wells Fargo Retail Finance LLC, as
agent, and the Lenders party.

The Debtor is authorized to use the proceeds of the DIP Facility
in accordance with the Budget solely for (a) working capital and
general corporate purposes, (b) payment of costs of
administration of the Case, to the extent set forth in the
Budget, (c) all prepetition letters of credit issued under the
Pre-Petition Financing Agreement, which will be deemed issued
under the DIP Credit Agreement, and (d) Adequate Protection
Payments on account of the Pre-Petition Debt.

The DIP Agent, for the benefit of the DIP Lenders, will have (i)  
first priority, valid, perfected and enforceable liens, subject
only to the Carve-Out and the Prior Permitted Liens, upon all of
the Debtor's real and personal property, and (ii) superpriority
administrative claim status in respect of all DIP Obligations,
subject to the Carve Out.

The Carve Out is:

   (a) the allowed administrative expenses pursuant to 28 U.S.C.
       Section 1930(a)(6);

   (b) allowed actual and necessary expenses incurred by members
       of the Creditors Committee; and

   (c) allowed reasonable fees and expenses of attorneys and
       financial advisors employed by the Debtor and the Official
       Committee of Unsecured Creditors pursuant to Sections 327
       and 1103 of the Bankruptcy Code up to an aggregate amount
       under clauses (b) and (c) not to exceed $1,000,000,
       provided that the fees and expenses are ultimately
       approved by the Bankruptcy Court.

All (i) DIP Obligations of the Debtor to the DIP Lenders will be
immediately due and payable, and (ii) authority to use the
proceeds of the DIP Financing Agreements and to use cash
collateral will cease, both on the date that is the earliest to
occur of:

   (1) August 20, 2008, provided that if the Borrower has filed a
       Plan of Reorganization or a motion to sell substantially
       all of its assets under Section 363 of the Bankruptcy
       Code, in each case containing terms acceptable to the DIP
       Secured Parties, the August 20 Termination Date will be
       extended, at the option of the Borrower, until Nov. 20,
       to permit confirmation of the Plan of Reorganization or
       consummation of the sale of assets;

   (2) the date on which the maturity of the Obligations is
       accelerated and the Commitments are irrevocably               
       terminated in accordance with the DIP Credit Agreement; or

   (3) the date of substantial consummation of a plan of
       reorganization confirmed by a final order.

The Debtor will strictly perform in accordance with the Budget
subject to these factors:

    (a) (i) the Debtor's actual sales and cash receipts will    
        not be less than 87.5% of the projected amounts set forth
        in the Budget on a cumulative basis; and (ii) the
        the Debtor's actual total expenses and cash expenditures
        will not be greater then 112.5% of the projected amounts   
        set forth in the Budget on a cumulative basis, all of the
        foregoing measured on a weekly basis; and

    (b) the Borrowers' actual inventory levels will not be less
        than 87.5% and not greater than 112.5% of the projected
        amounts set forth in the Budget on a cumulative basis, as
        measured on a monthly basis at the end of each fiscal
        month of the Debtor, provided that for the first 21 days
        after the Petition Date only, the reference to 87.5% will
        rather be 85%.

The foregoing will be tested each week or month, as applicable,
pursuant to the Variance Report delivered by the Debtor to the
Agent on Wednesday of each week for the immediately preceding
week with respect to clause (a), and on the fifth day of each  
fiscal month of the Borrower for the immediately preceding fiscal
month with respect to clause (b), said Judge Kevin Gross.

The Final DIP Order further provides that on or before March 5,
2008, the Debtor will have filed a motion seeking authority to
establish bidding procedures, in connection with the liquidation
of inventory in store closing sales of not less than 90 stores
and will diligently proceed thereafter to obtain an order
approving the sale to a professional liquidator on an equity bid
basis within 14 days after the entry of the Bankruptcy Court
order establishing the bidding procedures, all of these on times
reasonably acceptable to the Agent.

The Debtor filed their Motion to Approve Bid Procedures on
March 4, 2008.

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

                     Objections Are Overruled
                                                                                 
Prior to the Court's entry of its Final Order, the Committee
complained that the DIP Credit Facility and the proposed final
order approving the facility contain numerous business and legal
provisions which are objectionable.

To resolve the objection, the Debtor, the Creditors' Committee
and the DIP Secured Parties agreed that the DIP Credit Agreement
is amended to reflect, among other things, that:

   1. Applicable Prepayment Premium means $525,000, provided that
      if all Obligations and all Pre-Petition Obligations are
      indefeasibly paid in full and all Commitments terminated
      by virtue of a refinancing -- and not a liquidation of
      Collateral or sale under Section 363 of the Bankruptcy
      Code -- on or before the date that is

         (a) 45 days after the Petition Date, the Applicable
             Prepayment Premium will be $0;

         (b) 60 days after the Petition Date, the Applicable
             Prepayment Premium will be $250,000; and


         (c) 75 days after the Petition Date, the Applicable
             Prepayment Premium will be $425,000.

   2. The definition of "Borrower Collateral" is amended by
      deleting clause (k) and substituting:

        (k) All proceeds realized by the Borrower from the sale,
            transfer or other disposition of the Borrower's
            Leasehold Interests.

   3. The Debtor may, from time to time, on at least one business
      day's written notice or telephonic notice to Agent not
      later than 11:00 a.m., Massachusetts time, on that day,
      reduce the unused Commitments in whole or in part, provided
      that the Debtor will be required to pay the Applicable
      Prepayment Premium, if any, only if the Commitments are
      terminated in whole.

   4. Well Fargo will furnish copies of any appraisals and
      valuations it obtains to counsel for the Creditors
      Committee, as long as it will not breach any
      confidentiality obligations to the Persons undertaking the
      appraisals and valuations in furnishing the copies.

   5. The Debtor or the Creditors Committee may cause additional
      appraisals of the assets included in the Borrowing Base to
      be undertaken at the Debtor's sole expense.  As such,
      appraisals will be conducted by Persons selected by the
      Debtor, in consultation with the Creditors Committee, and
      will be subject to the prior written approval of the Agent.  
      In the event that the results of the appraisal differ from
      the results of the appraisal conducted by or on behalf of
      the Agent, the parties will use reasonable efforts to
      resolve the differences, but nothing will obligate the
      Agent to utilize the results of the appraisal of the
      Debtor's Appraiser in calculating the Borrowing Base.

All objections to the DIP Motion to the extent not withdrawn or
resolved, are overruled, Judge Gross said.

                     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)


SILVER MARLIN: Moody's Junks Rating on $21.5 Mil. Notes From 'Aa2'
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by Silver Marlin CDO I Ltd. and left on review for
possible further downgrade the rating of four of these classes.   
The notes affected by this rating action are:

Class Description: $625,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2050

  -- Prior Rating: Aaa
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $437,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $62,500,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $67,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $21,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $9,400,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $8,900,000 Class D Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2050

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

Class Description: $4,000,000 Class E Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2050

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

Class Description: $14,400,000 Class F Ninth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2050

  -- Prior Rating: Baa2, 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. 20,
2008, as reported by the Trustee, of an event of default described
in Section 5.1(i) of the Indenture dated March 29, 2007.

Silver Marlin CDO I Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS Securities and ABS CDO
Securities for which the primary exposure is to RMBS Securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to commence the process of
sale and liquidation of the collateral.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the remedy pursued by the controlling class following the event of
default.  Because of this uncertainty, the ratings assigned to the
Class A-1, A-2, A-3 and A-4 Notes remain on review for possible
further action.


SILVER STATE: Owner Fails to Appear at Tuesday's Hearing
--------------------------------------------------------
Jerry Airola, owner of bankrupt Silver State Helicopters, failed
to appear before the U.S. Bankruptcy Court for the District of
Nevada at scheduled hearing yesterday, March 11, 2008, Chris
Saldana at Las Vegas Now reports.

The reason behind the owner's no-show was not disclosed.

According to the report, around 200 of the Debtor's former
students initially waited for the hearing to commence at a Foley
Federal Building but due to their number, the hearing was moved to
a bigger venue at nearby The Loyd D. George Federal Courthouse.

                      Closure of Operations

As reported in the Troubled Company Reporter on Feb. 6, 2008,
the company closed all operations on Feb. 3, 2008.  This action
followed a rapid, unprecedented downturn in the U.S. credit
markets, which severely curtailed the availability of student
loans for the company's flight academy students and resulted in a
sharp and sudden downturn in new student enrollment.

"The decision to shut down operations was made only after the
company explored its other available alternatives," said Elizabeth
Trosper, company spokesperson.  "Information for former employees
and students will be disseminated as it becomes available."

               Students Move to Get Their Money Back

The Class Action Reporter stated on Feb. 7, 2008, that thousands
of Silver State students nationwide worry that they will never get
their money back.

Silver State students were required to pay their $70,000 tuition
up front for helicopter training that would certify them as flight
instructors and commercial pilots.  Most of these students took
out loans to pay for the school.

Student Garett Oberg and his lawyer, Dan Reed, Esq., are filing
a class action lawsuit.  Several other students have hired legal
counsels as well demanding the return of their tuition fees, some
of which are from student loans.

                 SLX Won't Write Off Student Loans

Student Loan Xpress in San Diego, California, said it will not
write off the loans it extended to Silver State students, Sign On
San Diego reports.

SLX advised the students to file proofs of claim against the
Debtor for "unearned" tuition, Sign On relates.  SLX added that it
is willing to entertain students who want to discuss "repayment
plans," according to the report.

                 Alleged Fraud Behind Student Loans

Michael Berger, Esq., counsel to the Debtor's students told Sign
On that he plans to investigate the possibility of fraud involved
the bankruptcy case.  According to Mr. Berger, some student loans
were granted prior, on and after the bankruptcy date of Silver
State.

The government and the state attorneys are also investigating
Silver State's operations, Sign On reveals, citing Mr. Berger.

                   About Silver State Helicopters

Las Vegas, Nevada-based Silver State Helicopters --
http://www.silverstatehelicopters.com/-- operated flight  
academies at more than thirty locations in 15 states.  It filed
chapter 7 liquidation petition in February 2008.


SIRVA INC: Triple Net to Appeal Order Allowing $150M DIP Financing
------------------------------------------------------------------
Triple Net Investments IX, LP, notifies the U.S. Bankruptcy Court
for the Southern District of New York that it will take an appeal
to the U.S. District Court for the Southern District of New York
from Judge James M. Peck's final order allowing Sirva Inc. and its
debtor-affiliates to obtain up to $150,000,000 of postpetition
financing, authorizing them to use cash collateral, and grant
adequate protection to secured parties prior to the Debtors'
bankruptcy filing.

Triple Net Investments IX, LP, holds a claim against one of the
Debtors, North American Van Lines, Inc.

As reported by the Troubled Company Reporter on March 5, 2008, the
Bankruptcy Court approved, on a final basis, the debtor-in-
possession credit facility of the Debtors.

Triple Net wants the District Court to clarify if:

  -- given the fast track confirmation for the Debtors' proposed
     plan of reorganization, it will be denied due process or a
     meaningful opportunity to have an appellate review of orders,
     if the leave to appeal is denied; and

  -- in the event that Triple Net is denied immediate appellate
     review of the Orders, there is a likelihood that an
     appellate review at the conclusion of the case will have
     effectively been rendered moot by the entry of subsequent
     court orders, including orders approving the disclosure
     statement and confirmation of the proposed Plan.

                 Triple Net Wants Order Stayed

In a separate filing, Triple Net asks the Bankruptcy Court to stay
the Final DIP Order pending a ruling on its appeal.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York, tells
the Bankruptcy Court that as a result of the Final DIP Order,
Triple Net is in default of its mortgage on certain leased
properties, and is likely lose its investment -- an investment
predicated from the outset on the Debtor North American Van Lines,
Inc. -- being a tenant for another nine years.

Mr. Nies maintains that the Final DIP Order has a disastrous and
irreversible effect on Triple Net.  

Triple Net had opposed the entry of the Final DIP Order, arguing
that it will be prejudiced, since absent the Order, North American
will be able to pay Triple Net's claim in full.

Triple Net reiterates its assertion that the Final DIP Order
insulates a $65,000,000 postpetition transfer to prepetition
secured lenders.  Triple Net insists that the transfer was
preferential and made in bad faith, since the Debtors knew that
Prepetition Secured Lenders were grossly undersecured at the time
of the transfer.

Mr. Nies notes that the Debtors' proposed plan of reorganization
provides no recovery for general unsecured creditors, including
Triple Net.

Mr. Nies tells the Bankruptcy Court that the failure to obtain a
stay pending Triple Net's appeal will render the appeal moot under
Section 364(e) of the Bankruptcy Code, as well as any appeal from
the confirmation of the Debtors' proposed Plan, even though
Triple Net submits that the credit extended under the Final DIP
Order was done in bad faith by the Debtors and Prepetition
Secured Lenders.

Additionally, Mr. Nies says, the Final DIP Order effects a
substantive consolidation of the Debtors' assets and liabilities,
which will result in a zero recovery for Triple Net.  Triple Net
believes it would have been paid in full for its $2,021,546 claim
against North American, either outside of bankruptcy, or in
bankruptcy but absent the substantive consolidation.

            Triple Net Seeks To Consolidate Appeals

Triple Net asks the Bankruptcy Court to consolidate its appeal
from the Final DIP Order and the Reconsideration Motion, since
they share a common record and are integral to the proposed Plan.

Triple Net also seeks to shorten the time for notice and a
hearing on the Stay Motion, to enable the Bankruptcy Court to
timely consider its merits and maintain the status quo.

                        Debtors Respond

The Debtors argue that Triple Net is directing its request to the
wrong court since the District Court has the jurisdiction to hear
appeals.  Rule 8003(b) of the Federal Rules of Bankruptcy
Procedures requires that the bankruptcy court clerk transmit the
motion to the district court clerk.  Additionally, although the
Motion is properly before the Bankruptcy Court, the request
seeking for leave to appeal makes it procedurally defective, and
thus should be denied.

To the extent that the Bankruptcy Court deems the Motion to be
procedurally sufficient, with respect to the request for leave,
and that the Motion may be transmitted to the District Court, the
Debtors ask that that they be granted additional time to respond.  

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SIRVA INC: Triple Net to Appeal Approval of Claims Payment Order
----------------------------------------------------------------
Triple Net Investments IX, LP, notifies the U.S. Bankruptcy Court
for the Southern District of New York that it will take an appeal
to the U.S. District Court for the Southern District of New York
from Judge James M. Peck's approval of a stipulation resolving the
reconsideration request filed by the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Sirva Inc. and its
debtor-affiliates, and the Official Committee of Unsecured
Creditors of 360networks (USA) Inc.  

The 360networks Committee had sought to vacate the Court's order
authorizing the payment of pre-bankruptcy unsecured claims.

Triple Net Investments IX, LP, holds a claim against one of the
Debtors, North American Van Lines, Inc.

         360networks Committee's Reconsideration Motion

As reported by the Troubled Company Reporter on Feb. 26, 2008, the
360networks Committee and its debtor-subsidiaries asked the Court
to reconsider its order authorizing the payment of the Debtors'
pre-bankruptcy filing unsecured claims dated Feb. 5, 2008,
pursuant to Rules 59 and 60 of the Federal Rules of Civil
Procedure.

The 360networks Committee holds an unliquidated claim against
Debtor SIRVA Relocation LLC resulting from an action captioned
"The Official Committee of Unsecured Creditors of 360networks
(USA) Inc., et al. v. U.S. Relocation Services, Inc.," Adv. Pro.
No. 03-03127 (ALG), pending before Judge Allan L. Gropper before
the United States Bankruptcy Court for the Southern District of
New York.

In the Preference Action before Judge Gropper, the 360networks
Committee, on behalf of itself and 360networks (USA), Inc., and
360fiber Inc. and their debtor subsidiaries, sought the
avoidance, recovery and return, from U.S. Relocation Services,
Inc. -- now known as SIRVA Relocation LLC -- of $1,863,014 in
preferential transfers made by 360 to U.S. Relocation, plus
prejudgment interest at the highest applicable rate from
March 26, 2002, plus sanctions in connection with counsel for
U.S. Relocation's conduct in defending the Preference Action, for
a total claim against U.S. Relocation estimated to be in the
excess of $2,200,000.

The Preference Action, prior to it being stayed by the
commencement of the Sirva bankruptcy proceedings, had been sub
judice with Judge Gropper on fully-briefed cross motions for
summary judgment.

On behalf of the 360networks Committee, Norman N. Kinel, Esq., at
Dreier LLP in New York, asserted that the Debtors' proposed
treatment of unsecured creditors is discriminatory and
impermissible under applicable law.  The Debtors propose, in their
Plan of Reorganization dated Jan. 28, 2008, that in the two
classes of unsecured creditors -- one will receive a 100%
distribution, and the other will receive no distribution.

Mr. Kinel explained that although debtors are permitted to pay
unsecured prepetition debts to critical vendors, the relief
sought and obtained by the Debtors in the Prepetition Claims
Order classifies an open-ended category of creditors as critical,
without adequate basis.

Moreover, the Prepetition Claims Order was entered without due
notice to the parties-in-interest that are adversely affected,
including the 360networks Committee, depriving them of the
opportunity to object or be heard, Mr. Kinel stated.

"[T]he 360networks Committee is not even listed as a creditor in
the Debtors' list of thirty (30) largest creditors attached to
their petitions, even though the 360networks Committee is in fact
one of the 10 largest creditors of the Debtors, notwithstanding
that such claim is presently unliquidated," Mr. Kinel maintained.

             Debtors Oppose Reconsideration Motion     

As reported by the TCR on March 4, the Debtors opposed the
Reconsideration Motion, asserting that it failed to demonstrate
extreme and undue hardship required for its approval, and is
merely the creditor's attempt to enhance its recovery.

Representing the Sirva Debtors, Marc Kieselstein, P.C., at
Kirkland and Ellis LLP in Chicago, Illinois, said pursuant to Rule
59 and 60 of the Federal Rules of Civil Procedure, the Court may
grant extraordinary remedies in extraordinary circumstances to
prevent extreme and undue hardship, citing In re Miller, No. 07-
13481, 2008 WL 110907 (Bankr. S.D.N.Y. Jan. 4,2008).  He points
out that the relief provided by the order dated February 5, 2008,
authorizing the payment of prepetition unsecured claims, is not
extraordinary, and is a "typical first day order."

According to Mr. Kieselstein, the 360networks Committee has not
demonstrated that the Debtors' ability to honor their existing
obligations in the ordinary course of business creates the level
of harm necessary to warrant a reconsideration; and does not make
specific allegations with respect to its disputed, unliquidated,
and unsecured claim.

In addition, the Debtors had complied with the notice requirements
by providing copies of their first day pleadings to
the United States Trustee two business days in advance of the
Petition Date.  Accordingly, the Debtors ask the Court to deny
the Reconsideration Motion with prejudice.

                          Parties React

The 360networks Committee said all debtors, including the Debtors
in the Chapter 11 cases, must meet the burdens of the Bankruptcy
Code and Bankruptcy Rules, as well as the requirements of due
process.

According to the 360networks Committee, the Debtors have
improperly taken advantage of standard first-day orders, by
including unnecessary and discriminatory terms, and failing to
provide any advance notice to parties-in-interest that are
adversely affected.  The Prepetition Claims Order was entered
without advance notice to any party other than the United States
Trustee and the Debtors' prepetition secured lenders, enabling
the Debtors to pay certain chosen unsecured prepetition creditors
at will.

The 360networks Committee believes that it was improper for the
Prepetition Claims Order to be entered on a final basis, without
giving any other party-in-interest aside from the U.S. Trustee
and the Debtors' Prepetition Secured Lenders, an opportunity to
be heard and object.

The Official Committee of Unsecured Creditors of the Debtors'
Chapter 11 cases, on the other hand, told Judge Peck that the
Prepetition Claims Order gives the Debtors authority to pay
unsecured claims which cannot be argued as critical.

According to the Committee, the Debtors have justified the relief
they sought by asserting that it is typical in "prepackaged"
bankruptcy cases.  However, the Committee says, not all
prepackaged cases are the same.  In fact, the Debtors' case is
unusual since they propose to pay nothing to a broad group of
unsecured creditors under their Plan.

The Committee maintained that neither the Bankruptcy Code, nor any
necessity doctrine or general Court order, support the proposition
that debtors can make unlimited and unspecified cash payments to
unidentified general unsecured creditors, in the context of a
cram-down plan.  Accordingly, the Committee insists that a
reconsideration of the Prepetition Claims Order is warranted.

Similarly, Triple Net Investments IX, LP, supports the
360networks Committee's request stating that the Prepetition
Claims Order was entered without notice and with no opportunity
for affected creditors, including itself, to be heard.

                  Judge Peck Approves Stipulation

As reported by the TCR on March 6, 2008, Judge Peck approved a
Stipulation entered by the Debtors regarding payments of the
claims.

The 360network Committee withdrew its Motion, and the Sirva
Creditors' Committee withdrew its joinder to the Motion.

The Debtors agreed that all future payments pursuant to the
Prepetition Claims Order will be made only if those payments are
necessary to avoid material, near term, and foreseeable harm to
the Debtors' estates.

The parties also agreed that:

   -- the payments will be treated as made under any plan of
      reorganization;

   -- neither the Creditors' Committee nor any other creditor
      will be estopped from objecting to the confirmation of a
      Plan, by virtue of entry of the Prepetition Claims Order;

   -- certain Class 4 Claims, or a similar unimpaired class of
      unsecured creditors, will remain outstanding at the time
      of confirmation;

   -- the Debtors will not argue that payments made under the
      Prepetition Claims Order will render moot any confirmation
      objection by the Creditors' Committee or any creditor;

   -- the Debtors will not amend a Plan to eliminate Class 4
      without the consent of Creditors' Committee and the
      360networks Committee.

                Triple Net's Reconsideration Motion

Triple Net wants to determine whether:

  -- given the fast track confirmation for the Debtors' proposed
     plan of reorganization, it will be denied due process or a
     meaningful opportunity to have an appellate review of orders,
     if the leave to appeal is denied; and

  -- in the event that Triple Net is denied immediate appellate
     review of the Orders, there is a likelihood that an
     appellate review at the conclusion of the case will have
     effectively been rendered moot by the entry of subsequent
     court orders, including orders approving the disclosure
     statement and confirmation of the proposed Plan.

                        About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation       
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.  
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operation in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  A Committee of Unsecured
Creditors has been appointed in the case.  At its bankruptcy
filing, the company reported total assets of US$924,457,299 and
total debts of US$1,232,566,813 for the quarter ended Sept. 30,
2007.

(Sirva Inc. Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIX FLAGS: Stockholders' Deficit Rises to $252 Mil. at December 31
------------------------------------------------------------------
Six Flags Inc.'s total stockholders' deficit at Dec. 31, 2007, was
$252.62 million compared to $6.21 million in December 2006.

The company reported operating results for its fourth quarter and
twelve months ended Dec. 31, 2007.

In quarter ended Dec. 31, 2007, the company incurred net loss of  
$126.88 million compared to net loss of $189.72 million for the
same period last year.

The company's net loss from continuing operations for the quarter
was $130.8 million, compared to a loss of $100.5 million in the
fourth quarter of 2006, reflecting increased non-cash charges for
losses on fixed assets from the decision to remove certain
inefficient rides and attractions, and higher stock-based
compensation costs, partially offset by increased revenue.

Other expenses also increased, reflecting severance and benefits
costs related to a reduction in the company's full-time workforce
through an early retirement program, well as accruals for certain
contingencies.

Net loss applicable to common stock in the fourth quarter 2007 was
$132.4 million compared to net loss applicable to common stock of
$195.2 million in the prior-year period, which included
$89.2 million of loss from discontinued operations.

For the year ended Dec. 31, 2007, the company's net loss was  
$253.15 million compared to $305.61 million in the prior year.

For the year ended Dec. 31, 2007, total costs and expenses,
including cost of sales, depreciation, amortization, stock-based
compensation and loss on fixed assets, increased $43.9 million to
$939.5 million for 2007 compared to 2006.  The key drivers of the
change were increased advertising expense of $25.6 million, non-
cash loss on fixed assets of  $16 million, and park-wide labor of
$15.3 million, partially offset by prior-year management change
costs of $13.9 million.

Net loss applicable to common stock for 2007 was $275.1 million
compared to a net loss applicable to common stock of
$327.6 million in the prior year.  The decreased net loss of
$52.5 million reflects a reduced loss from discontinued operations
of $88.5 million and an increased loss from continuing operations  
of $37.1 million driven by higher costs and expenses.

                        Cash and Liquidity

As of Dec. 31, 2007, the company had $5 million outstanding on
its $275 million revolving credit facility, excluding letters of
credit in the amount of $27.3 million, and had $28.4 million in
unrestricted cash.

                        About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme   
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Moody's Investors Service downgraded the corporate family rating
for Six Flags Inc. to Caa1 from B3 and its probability of default
rating to Caa1 from B3.  The outlook is stable.


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 56 of the Debtors'
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.


SOLOMON TECH: Agrees to Accelerate Debentures Held by Harborview
----------------------------------------------------------------
On Feb. 29, 2008, Solomon Technologies Inc. entered into an
Amendment Agreement with Harborview Master Fund L.P. as successor-
in-interest to Nite Capital LP with respect to the company's
Variable Rate Self-Liquidating Senior Secured Convertible
Debentures due April 17, 2009.  Harborview is a holder of
Debentures.

Under the Agreement, the company and Harborview agreed to
accelerate the maturity of the Debentures to Feb. 29, 2008, and to
issue to Harborview a total of 1,744,543 shares of common stock,
par value $0.001 per share in full redemption of these Debentures,
including all accrued interest.

On March 3, 2008, the company entered into a second Amendment
Agreement with Harborview with respect to the company's Debentures
held by Harborview for its own account.  Under the Second
Agreement, the company and Harborview agreed to accelerate the
maturity of such Debentures to March 5, 2008, and to issue to
Harborview a total of 1,746,469 shares of common stock in full
redemption of these Debentures, including all accrued interest.

On March 3, 2008, the company also issued an aggregate of
1,311,814 shares of common stock to true-up the March 1, 2008,
redemption payments previously made for seven holders of
Debentures in accordance with the provisions of Section 6 thereof.

                    About Solomon Technologies

Tarpon Springs, Florida Solomon Technologies Inc. (OTC BB:
SOLM.OB) http://www.solomontechnologies.com/-- through its   
Motive Power and Power Electronics divisions, develops, licenses,
manufactures and sells precision electric power drive systems.

                          *     *     *

At Sept. 30, 2007, the company had total assets of $11,789,312 and
total liabilities of $15,636,933, resulting in a $3,847,621 total
stockholders' deficit.


SOLUTIA INC: Inks Amended Monsanto and Retiree Agreements
---------------------------------------------------------
In accordance with its fifth amended joint plan of reorganization,
Solutia Inc. entered into an amended and restated Monsanto
settlement agreement; indemnification agreement with Pharmacia
Corporation; and first amended and restated retiree settlement
agreement with certain parties, Rosemary L. Klein, Solutia's
senior vice president, general counsel and secretary, discloses in
a regulatory filing with the U.S. Securities and Exchange
Commission.

The Monsanto Settlement Agreement and the Pharmacia Indemnity
Agreement between Solutia and Monsanto Company provide that
Monsanto will fund post-emergence the environmental remediation
obligations and related environmental liabilities at sites owned,
operated or used by Pharmacia, but which Solutia never owned,
operated or used.  Solutia and Monsanto will share the
environmental remediation obligations and related environmental
liabilities for the Anniston, Alabama, and Sauget, Illinois
offsite remediation projects, according to Ms. Klein.

Pursuant to the Monsanto Settlement Agreement, Monsanto has
agreed to assume financial responsibility for all litigation
relating to property damage, personal injury, products liability
or premises liability or other damages related to asbestos, PCB,
dioxin, and other chemicals manufactured before Solutia's spin
off from Pharmacia on Sept. 1, 1997.

Monsanto's funding of the environmental remediation activities
and the resulting claim against Solutia, which Monsanto has
asserted, are being resolved through the Plan, Ms. Klein relates.  
Solutia will remain responsible for the environmental liabilities
at sites that it owned or operated after the Spin-off.

A full-text copy of the Monsanto Settlement Agreement is
available for free at http://ResearchArchives.com/t/s?28f6

                        Retiree Settlement

In accordance with the Plan, Solutia entered into the Retiree
Settlement Agreement with the Official Committee of Retirees.  A
2008 Retiree Welfare Plan has been agreed upon as a result of the
Retiree Settlement Agreement.  The 2008 Retiree Plan provides
post-retirement health and life insurance benefits to certain
retirees, Ms. Klein says.

A full-text copy of the 2008 Retiree Plan is available for free
at http://ResearchArchives.com/t/s?28f7

The terms of the Retiree Settlement Agreement provide that
Solutia will contribute $175,000,000 in cash and an amount
equivalent to the recovery on a $35,000,000 general, unsecured
claim with a specific distribution of new employer stock to the
voluntary employees' beneficiary association -- Retiree Trust.  
The Retiree Trust will be comprised of two sub-accounts, which
will be funded by Solutia or the Retiree Shares and sales
proceeds.

A full-text copy of the Retiree Settlement Agreement is available
for free at http://ResearchArchives.com/t/s?28f8

                  Registration Rights Agreement

In connection with the issuance of 2,489,977 shares of New Common
Stock to Monsanto, Solutia entered into a Registration Rights
Agreement with Monsanto, pursuant to which, Solutia is required
to file a registration statement under the Securities Act to
effect the registration of the resale of the shares of New Common
Stock issued to Monsanto.

The registration rights granted in the Monsanto Registration
Rights Agreement are subject to customary restrictions.  In
addition, Monsanto's registration rights are subject to a "most
favored nation" clause, which provides, among other things, that
Solutia may not grant registration rights to any holder of its
securities that are more favorable to those holders than the
registration rights granted to Monsanto without the prior written
consent of holders of a majority of the shares held by Monsanto
on the Effective Date.

The Monsanto Registration Rights Agreement contains customary
indemnification and contribution provisions, as well as
representations and warranties by Solutia and by Monsanto.  
Solutia will be responsible for expenses relating to the
registrations contemplated by the Monsanto Registration Rights
Agreement, subject to certain limitations.

                        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.


SOLUTIA INC: Issues New Common Stock Under Confirmed Plan
---------------------------------------------------------
Solutia Inc. and 14 of its subsidiaries consummated on Feb. 28,
2008, their reorganization under Chapter 11 through transactions
contemplated by their confirmed fifth amended joint plan of
reorganization.

On the effective date, all existing shares of common stock
outstanding before the effective date were canceled pursuant to
the Plan.  Rosemary L. Klein, Solutia's senior vice president,
general counsel and secretary, relates in a regulatory filing
with the U.S. Securities and Exchange Commission that in
satisfaction of creditor claims and stockholder interests,
Solutia issued:

   (a) 29,024,446 shares of common stock, par value $0.01 per
       share to its general unsecured creditors and noteholders
       who hold the 2027 Notes and the 2037 Notes.  About 831,052
       of these shares are being held in a disputed claims
       reserve for the benefit of holders of disputed claims
       whose claims are subsequently allowed and any shares left
       over after all disputed claims have been resolved will be
       distributed pro rata to holders of allowed claims;

   (b) 1,221,492 shares of New Common Stock to the Retiree Trust;

   (c) 597,500 shares of New Common Stock, representing 1% of the
       total New Common Stock, to holders of at least 175 shares
       of the Old Common Stock;

   (d) 15,936,703 shares of New Common Stock to general unsecured
       creditors and noteholders pursuant to the Creditor Rights
       Offering;

   (e) 2,812,359 shares of New Common Stock to the backstop
       investors in the Creditor Rights Offering;

   (f) 7,667,523 shares of New Common Stock to holders of at
       least 11 shares of Old Common Stock pursuant to the Equity
       Rights Offering; and

   (g) 2,489,977 shares of New Common Stock, representing the
       shares of New Common Stock that were unsubscribed for in
       the Equity Rights Offering, to Monsanto Company.

According to Ms. Klein, the general unsecured claims pool has
$786,221,598 in total claims and is comprised of (i) $455,400,000
in allowed noteholder claims; (ii) $307,342,810 in allowed
general unsecured claims; and (iii) $23,478,788 in disputed
general unsecured claims.

Solutia also issued warrants to purchase an aggregate of
4,481,250 shares of New Common Stock to holders of Old Common
Stock based on a holder's prepetition stock ownership, provided
that the holder held at least 24 shares of the Old Common Stock.

In connection with issuance of the Warrants, Solutia entered into
a Warrant Agreement with American Stock Transfer & Trust Company,
as warrant agent.  Pursuant to the Warrant Agreement, Warrant
holders are entitled to purchase shares of New Common Stock at an
exercise price of $29.70 per share.  Ms. Klein says that the
Warrants have five-year terms and will expire at 5:00 p.m., New
York City time, on Feb. 27, 2013.  The Warrants may be exercised
for cash or on a net issuance basis.

Ms. Klein states that the number of shares of New Common Stock
issuable upon exercise of the Warrants and the exercise price
will be adjusted in connection with any dividend, distribution,
subdivision, combination, reclassification or recapitalization of
the New Common Stock.

The exercise price of the Warrants is also subject to downward
adjustment in connection with any distribution to all holders of
the New Common Stock evidences of indebtedness, other securities
of Solutia or any cash, property or other assets.

If on or before the fourth anniversary of the issue date of the
Warrants, Solutia undergoes any business combination in which
Solutia is not the surviving entity, or sells, transfers or
otherwise disposes of all or substantially all of its assets,
depending on the nature of the consideration to be paid to
holders of New Common Stock and the status of the successor, the
acquiring person may be required to purchase the Warrants for
cash at Black-Scholes valuation upon consummation of the Organic
Change, Ms. Klein discloses.

For any Organic Change occurring on or after the fourth
anniversary of the issue date of the Warrants, the Warrant
holders will have the right to receive the consideration that
they would have been entitled to receive had they exercised the
Warrants immediately before the Organic Change.

A copy of the Warrant Agreement is available for free at:
http://ResearchArchives.com/t/s?28f9

                        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.


SOLUTIA INC: Terminates Pre-Emergence Stock and Select Deals
------------------------------------------------------------
Rosemary L. Klein, Solutia's senior vice president, general
counsel and secretary, discloses in a regulatory filing with the
U.S. Securities and Exchange Commission that certain indentures,
credit facilities, shares of Old Common Stock and related
incentive plans, and other agreements were terminated on the
Effective Date.  Among these are:

   (a) 7.375% Debentures due Oct. 15, 2027;

   (b) 6.72% Debentures due Oct. 15, 2037;

   (c) 11.25% Senior Secured Notes due July 15, 2009;

   (d) Indentures dated Oct. 1, 1997, and July 9, 2002;

   (e) Euro 200 million credit facility contemplated by a
       Facility Agreement, dated July 26, 2006, as amended
       between Solutia Europe S.A./N.V., Solutia Services
       International S.C.A./Comm. V.A., Citigroup Global Markets
       Limited, Citibank International plc, and Citibank N.A.;

   (f) $225,000,000 credit facility contemplated by a Flexsys
       Multicurrency Term and Revolving Facilities Agreement of
       2007; and

   (g) 2006 Solutia Annual Incentive Plan.

                        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.


SPECTRUM BRANDS: Inks Standstill Agreement with Harbinger Capital
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
last week, Spectrum Brands Inc. disclosed that it has entered into
a confidentiality and standstill agreement with Harbinger Capital
Partners Master Fund I Ltd. in order to provide Harbinger with
confidential information relating to certain of the company's
strategic operating assets in connection with Harbinger's
evaluation of a possible acquisition.

In the third quarter of Spectrum Brands Inc.'s fiscal year ended
Sept. 30, 2006, the company engaged advisors to assist it in
exploring possible strategic options including divesting certain
assets, in order to sharpen its focus on strategic growth
businesses, reduce its outstanding indebtedness and maximize long-
term shareholder value.  

No information was provided concerning which assets Harbinger
Capital was considering to purchase under the agreement, which was
signed on Feb. 26.

                    About Spectrum Brands Inc.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of   
batteries, portable lighting, lawn and garden products, household
insect control, shaving and grooming products, personal care
products and specialty pet supplies.   

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Spectrum Brands Inc.'s consolidated balance sheet at Dec. 30,
2007, showed $3.27 billion in total assets and $3.41 billion in
total liabilities, resulting in a $141.2 million total
stockholders' deficit.


SPENCER ARRINGTON: Case Summary & Eight Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Spencer Amiel Arrington
        9 Wood Valley Court
        Reisterstown, MD 21136

Bankruptcy Case No.: 08-13161

Chapter 11 Petition Date: March 6, 2008

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Howard M. Heneson, Esq.
                  Howard M. Heneson, P.A.
                  810 Glen Eagles Court
                  Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  hheneson@bankruptcymd.com

Total Assets: $1,578,732

Total Debts:  $1,565,667

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chase Home Equity Loan Servicing Location: 9 Wood      $420,000
P.O. Box 24714                   Valley Court,      ($1,400,000
Columbus, OH 43224               Reisterstown MD       secured)
                                                    ($1,000,000
                                                   senior lien)

DP Limited Partnership           Judgment               $19,833
25 Hooks Lane, Suite 312
Pikesville, MD 21208

Parent of Chase Vines            child support           $9,725
5701 Quail Covey Lane            arreareage
Hurdle Mills, NC 27541

Building Improvements Depot      credit                  $2,295

Parent of Brent A. Arrington     child support arrears   $1,797

Expo Design Center               credit                  $1,503

Chase                            credit                    $352

Bank of America                  credit                    $254


STEEL DYNAMICS: Board Authorizes Two-For-One Common Stock Split
---------------------------------------------------------------
Steel Dynamics Inc.'s board of directors approved a two-for-one
split of the company's common stock, to be effected in the form of
a 100% stock dividend, and also approved a 33% increase in the
company's quarterly cash dividend.

"These actions by our board are a clear indication of the
confidence we have in our ability to continue driving growth and
creating value for our shareholders, by capitalizing on many
exciting opportunities that lie ahead," Keith Busse, chairman and
CEO of Steel Dynamics, said.

                      Two-For-One Stock Split

Common shareholders of record at the close of business on
March 19, 2008, will receive one additional share of common stock
for each share of common stock owned as of that date.  The company
expects to distribute the additional shares on or about March 28,
2008.  To accommodate the stock split, the board of directors also
authorized a two-for-one split of the company's total authorized
common shares, from 200 million to 400 million shares.  The
company's articles of incorporation will be amended to reflect
that change.  Under Indiana law, no shareholder approval is
required to effect this transaction.

                           Cash Dividend

On a pre-split basis, the company paid an annual cash dividend of
$.60 per common share, or a quarterly cash dividend of $.15 per
common share, comprised of a $.10 regular dividend and a $.05
special dividend during 2007.   Effective with the first quarter
of 2008, the board of directors has authorized the elimination of
the distinction between "regular" and "special" dividends and has
also authorized a 33% increase in the company's quarterly cash
dividend, now resulting in a pre-split regular dividend of $.20
per common share or a post-split regular dividend of $.10 per
common share, payable to shareholders of record at the close of
business on March 31, 2008, with an expected distribution date of
April 11, 2008.

All future transactions measured by reference to a specific number
of common shares, such as outstanding stock options, securities
convertible into common shares, the payment of dividends, shares
authorized by existing share repurchase programs, as well as the
related option, conversion or dividend prices or amounts will be
adjusted to reflect the two-for-one split.

                     About Steel Dynamics

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array   
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc's $500 million senior unsecured guaranteed debt issuance.
At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, its Ba1 probability of default rating, the Ba2 rating on
its existing guaranteed senior unsecured bonds and debentures and
the Ba2 rating on its convertible subordinated notes.  The rating
outlook is stable.


STRUCTURED ASSET: Nine Tranches Acquire Moody's Junk Ratings
------------------------------------------------------------
Moody's Investors Service downgraded and placed under review for
possible downgrade 38 tranches from 5 deals issued by Structured
Asset Investment Loan Trust in 2005.  All transactions are backed
by first and second lien fixed and adjustable rate subprime
mortgage loans.  

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the projected pipeline losses of the underlying pool.   
The amount of seriously delinquent loans in the pools (defined as
loans that are 60 days or more delinquent, in bankruptcy,
foreclosure or REO) continues to grow for all of the five
transactions.  In addition, pending step-down on some of the
transactions may make certain securities more vulnerable to pool
deterioration in the future.

Complete rating actions are:

Issuer: Structured Asset Investment Loan Trust 2005-1

  -- Cl. M1, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. M2, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M3, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. M4, Downgraded to Baa2 from A1

  -- Cl. M5, Downgraded to Ba1 from A2

  -- Cl. M6, Downgraded to B1 from A3

  -- Cl. M7, Downgraded to B3 from Baa1

  -- Cl. M8, Downgraded to Caa1 from Baa2

  -- Cl. M9, Downgraded to Caa2 from Baa3

  -- Cl. B, Downgraded to Caa3 from Ba2

Issuer: Structured Asset Investment Loan Trust 2005-2

  -- Cl. M2, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M3, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. M4, Downgraded to Baa2 from A1

  -- Cl. M5, Downgraded to Baa3 from A2

  -- Cl. M6, Downgraded to Ba1 from A3

  -- Cl. M7, Downgraded to B1 from Baa1

  -- Cl. M8, Downgraded to B3 from Baa2

  -- Cl. M9, Downgraded to Caa2 from Baa3

  -- Cl. B, Downgraded to Caa3 from Ba2

Issuer: Structured Asset Investment Loan Trust 2005-3

  -- Cl. M1, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. M2, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. M3, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. M4, Downgraded to Baa3 from A1

  -- Cl. M5, Downgraded to Ba1 from A2

  -- Cl. M6, Downgraded to Ba3 from A3

  -- Cl. M7, Downgraded to B3 from Baa1

  -- Cl. M8, Downgraded to Caa1 from Baa2

  -- Cl. M9, Downgraded to Caa2 from Baa3

Issuer: Structured Asset Investment Loan Trust 2005-4

  -- Cl. M6, Downgraded to Baa1 from A3
  -- Cl. M7, Downgraded to Baa3 from Baa1
  -- Cl. M8, Downgraded to Ba1 from Baa2
  -- Cl. M9, Downgraded to B3 from Baa3

Issuer: Structured Asset Investment Loan Trust 2005-5

  -- Cl. M5, Downgraded to A3 from A2
  -- Cl. M6, Downgraded to Baa2 from A3
  -- Cl. M7, Downgraded to Ba1 from Baa1
  -- Cl. M8, Downgraded to Ba3 from Baa2
  -- Cl. M9, Downgraded to Caa3 from Baa3
  -- Cl. B, Downgraded to Ca from B1


TEQUESTA CAPITAL: Facing Liquidation After Missing Margin Calls
---------------------------------------------------------------
Creditors were liquidating Tequesta Capital Advisors LP, a
$150 million fund, since late February 2008, after the hedge fund
missed margin calls on its mortgage-backed securities, Tom Cahill
and Katherine Burton of Bloomberg News report.

On Feb. 22, 2008, Bloomberg says, Tequesta founder Ivan Ross was
told by bank lenders to add more capital into the ailing hedge
fund or they would seize their collateral.  Mr. Ross failed to
raise the needed capital due to the securities market crisis,
Bloomberg relates.

Mr. Ross told Bloomberg that it was "impossible" to get the money
given the market situation and said that he was left "at the mercy
of counterparties" who have the power to shut down his business.

Bloomberg comments that Tequesta's story unfolded a so-called
"deathtrap for hedge funds" who are in the midst of panic selling
among banks wanting to dispose risky mortgage bonds and demanding
additional security to the loans.

Tequesta Capital Advisors LP's Web site --
http://www.tequestafund.com/-- has been temporarily taken offline  
for maintenance, according to a note posted there.


TLC VISION: Shareholder Joffe Endorses Himself as Board Nominee
---------------------------------------------------------------
Dr. Stephen N. Joffe, a Cincinnati investor and laser vision
correction industry pioneer who holds 5% of the shares of TLC
Vision Corporation, delivered written notice to TLC Vision for the
nominations of Michael R. Henderson, Cathy Willis and himself to
stand for election as a minority slate of directors at the 2008
annual meeting of shareholders.

Additionally, Dr. Joffe has requested that the TLC Vision board
immediately appoint one of his nominees to fill a long-vacant seat
on the company's board, and endorse that nominee's election to a
full term.  Should they fail to do this, Dr. Joffe demands that
the Board explain its rationale and provide details on the
decision-making criteria it uses to select Board members.

TLC Vision operates approximately 80 refractive centers in the
U.S. and Canada.  Dr. Joffe is the founder and past CEO of LCA-
Vision, Inc., parent company of LasikPlus,TLC Vision's largest
competitor.  He has no current relationship with LCA-Vision, Inc.

"Having built the most successful company in this industry, I
understand it will take a knowledgeable and experienced leadership
team to turn TLC Vision around," Dr. Joffe stated.  "Michael
Henderson and Cathy Willis possess the insight and requisite
business acumen to help me fix the vast number of critical
operational and financial issues facing the company."

Dr. Joffe ended his affiliation with Cincinnati-based LCA-Vision,
Inc., in early 2006.  During his 10-year tenure as the company's
founder, chairman and CEO, he created a company whose market
value dwarfed that of TLC Vision and returned more that 4,000
percent to shareholders.  The value of LCA-Vision's shares have
fallen more than 75% since his February 2006 departure as the
company's CEO.

Headquartered in  Mississauga, Ontario, TLC Vision Corporation
(TSE:TLC)) -- http://www.tlcv.com/-- is an eye care services   
company providing eye doctors facilities, technologies and
staffing support they need to deliver patient care.  The majority
of the company's revenues come from laser refractive surgery,
which involves using an excimer laser to treat common refractive
vision disorders, such as myopia, hyperopia and astigmatism.  The
cmpany's business models include arrangements ranging from owning
and operating refractive centers to providing access to lasers
through branded TLC fixed site and mobile service relationships.   
In addition to refractive surgery, the company is diversified into
other eye care businesses.  Through its MSS Inc. subsidiary, the
company furnishes hospitals and other facilities with mobile or
fixed site access to cataract surgery equipment, supplies and
technicians.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Standard & Poor's Ratings Services revised its outlook on
Mississauga, Ontario, Canada-based TLC Vision Corp., the parent of
TLC Vision Corp., to negative from positive.  The 'B' corporate
credit rating was affirmed.


TOUSA INC: Bigwater Partners Balk at $135MM DIP Financing
---------------------------------------------------------
Bigwater Partners LLC tells Judge John K. Olson of the U.S.
Bankruptcy Court for the Southern District of Florida that before
the bankruptcy filing of TOUSA Inc. and its debtor-affiliates,
Bigwater mistakenly transferred to EH/Transeastern, LLC, an entity
that later merged into Tousa Homes of Florida, LLC, seven vacant
lots that the Debtor never contracted or paid for.

Tousa Homes Florida received, through an inadvertent mistake, 803
lots instead of 796 lots due to surveying error and subsequent
drafting error based upon the survey, Andrew M. Brumby, Esq., at
Shutts & Bowen LLP, in Orlando, Florida, informs the Court, on
Bigwater Partners' behalf.

Bigwater Partners relates that before the Petition Date, it was
in discussions with Tousa Homes Florida for the return of the
seven lots.  In fact, a proposed deed has been sent to the
Debtor's counsel with respect to the matter, Mr. Brumby notes.  
Bigwater Partners believed that there was no material dispute
between it and Tousa Homes Florida's prepetition management that
the seven lots had been transferred to the Debtor, and needed to
be reconveyed.

However, Tousa Homes Florida filed for Chapter 11 before the
transfer could be made.  Based upon the acknowledged actual
mistake, the Debtor holds, at best, bare legal title to the seven
lots subject to a constructive trust in favor of Bigwater
Partners, Mr. Brumby maintains.

Because of the limited interest that Tousa Homes Florida holds to
those seven lots, the lots should be carved out of any lien
authorized pursuant to the Debtors' request to borrow as much as
$135,000,000 in postpetition financing from Citigroup Global
Markets Inc. -- at least until the issues related to title,
ownership and the beneficial interest of Bigwater Partners may be
resolved -- Mr. Brumby contends.

Mr. Brumby asserts that the seven lots at issue did not become
property of the estate because Tousa Homes Florida did not hold
any equitable interest in those lots as of the Petition Date.  
Because of Bigwater Partners' constructive trust, the deed, as to
the seven lots, should be subject to cancellation or a
reconveyance, he maintains.

Bigwater Partners thus asks the Court to sustain its limited
objection to the DIP Financing Motion, and carve the seven
disputed lots out of any lien granted to postpetition lenders
pursuant to the DIP Financing Motion until a trial of the
relevant issues may be had.

As reported in the Troubled Company Reporter on Feb. 1, 2008,
TOUSA received interim approval from the Bankruptcy Court to
borrow under the Citigroup DIP Facility.

At the request of the Official Committee of Unsecured Creditors,
the Court adjourned the hearing to consider final approval of the
DIP Motion to March 20, 2008.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc.  http://bankrupt.com/newsstand/or   
215/945-7000).


TOUSA INC: Gets Court Permission to Continue to Sell Homes
----------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida authorized TOUSA Inc. and its affiliates, in
the exercise of their business judgment, to continue to close on
the sale of homes pursuant to prepetition contracts and to perform
all obligations under the Prepetition Sales Contracts.

The Debtors are also authorized to take any other reasonable
actions that may be necessary to effectuate closings under the
Prepetition Sales Contracts, including to modify the Prepetition
Sales Contracts at or before closing to address market conditions
or other negotiating changes consistent with the Debtors' business
judgment and past practice.

The Debtors are authorized to refund customer deposits up to
$34,000,000, if warranted by the terms of the Prepetition Sales
Contracts or the Debtors' business judgment and past practice.

                   Prepetition Sales Contracts

In the ordinary course of their business, the Debtors contract  
with individuals for the sale, and sometimes to-order
construction, of homes.  The Debtors' ability to satisfy their
existing contractual obligations to customers and continue to
contract for and complete the construction and sale of homes,
including transferring title to homebuyers "free and clear" of
liens, is the essence of their business and must continue without
any interruption if there is to be a successful reorganization,
Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, says.

As of their bankruptcy filing date, the Debtors were parties to
approximately 2,500 contracts to build and close on the sale of
homes in various states.  

Mr. Singerman notes that the terms of the Prepetition Sales
Contracts vary by region, however, in most instances, the
contracts require a prospective homebuyer to provide the Debtors
with a deposit on the purchase price.  If the Debtors are unable
to close on the sale of a home, they may be obligated to refund a
Deposit.  

The Debtors estimate that there is approximately $34,000,000 in
outstanding Deposits related to the Prepetition Sales Contracts.

To make the home buying experience easy and seamless for their
customers, the Debtors also institute and adopt, from time to
time, certain customer-related programs designed to incentivize
new purchases, enhance customer satisfaction, sustain goodwill
and ensure that the Debtors remain competitive.  Certain Customer
Program obligations are reflected in the Prepetition Sales
Contracts.  Among other things, the Customer Programs may include
the Debtors' agreement to pay brokers' or other closing fees on
their customers' behalf.

                   Operational Lien Claimants

As part of their homebuilding operations, the Debtors rely on,
and routinely contract with, a number of third parties, who may
be able to assert liens against their property to secure payment
for certain prepetition goods and services delivered to them or
for other prepetition claims.  Many of the Operational Lien
Claimants have a right under applicable state law to assert and
perfect tax, construction, materialman's, mechanic's or other
liens, which attach to the Debtors' unsold homes and related real
property, Mr. Singerman notes.

Mr. Singerman points out that pursuant to Section 362(b)(3) of
the Bankruptcy Code, the act of perfecting Operational Liens, to
the extent consistent with Section 546(b) of the Bankruptcy Code,
is expressly excluded from the automatic stay.

The Debtors inform the Court that their title insurance agents
and underwriters have indicated that the agents will not proceed
with home closings, unless they can provide assurance that the
Operational Liens will not cloud title to the homes.  The Debtors
anticipate that customers and lenders would have similar
concerns.

                          Lender Liens

The Debtors' properties are also subject to liens arising from
their prepetition secured financing facilities under their First
Lien Term Loan Credit Agreement and Amended Revolving Credit
Agreement.  The Debtors' indebtedness is secured by perfected,
valid and binding first priority liens, mortgages, deeds of
trust, deeds to secure debt and security interests in
substantially all of the Debtors' existing assets and properties,
including certain unsold homes.

Thus, the Debtors also seek the Court's authority to satisfy lien
claims out of the proceeds of the home sales and use proceeds of
the Home Sales to satisfy the lien claims.

                     Proposed Lien Procedures

To protect the rights of Operational Lien Claimants with valid and
enforceable Operational Liens, the Debtors proposed to the Court
establish uniform procedures for the resolution and payment of
Operational Lien Claims secured by valid and enforceable
Operational Liens:

   (a) The Debtors will be authorized to sell homes to customers,
       free and clear of all liens, claims, encumbrances and
       other interests.

   (b) All valid and enforceable Operational Liens on a property
       will transfer to and will attach to the proceeds of the
       sale of the property at the time of closing.

       Claims secured by valid and enforceable Operational Liens
       will be deemed secured claims against the Debtors.  No
       Operational Lien Claimant will have any claim against the
       Debtors' Title Insurers or any purchaser of a home with
       respect to any asserted Lien or other claim arising from
       services performed for or goods delivered to the Debtors.

   (c) The Debtors will pay valid and existing Operational Lien
       Claims.

   (d) Any Operational Lien Claimant who believes it has a valid
       Operational Lien against a particular property sold by the
       Debtors and who has not been paid by the Debtors may send
       to the Debtors a written demand for payment.

   (e) The Demand must be mailed to:

          * The Debtors
            TOUSA, Inc.
            4000 Hollywood Boulevard, Suite 500N
            Hollywood, Florida 33021
            Attn.: Sorana Georgescu

          * Kirkland & Ellis LLP
            153 East 53rd Street,
            New York, New York 10022,
            Attn.: Nicole L. Greenblatt

          * Counsel to the DIP lender agent
            Chadbourne & Parke
            30 Rockefeller Plaza,
            New York, New York 10112
            Attn: Joseph Smolinsky

   (f) The Debtors must respond to each Demand within 10 business
       days after receipt of a Demand.  

       The Debtors may pay the Lien Claim if they determine, upon
       consultation with the DIP Lenders and any committee
       appointed in these cases, it is valid or that litigating
       resolution of the dispute will be more costly than
       honoring the Demand.  The Debtors, the DIP Lenders, or any
       other party-in-interest may also challenge the validity or
       extent of any Operational Lien and seek disgorgement of
       any payments.

       No actions may be brought against the Debtors' Title
       Insurers.

   (g) If the Debtors dispute the the Demand, the parties will
       negotiate in good faith to resolve the dispute.  If the
       Debtors resolve the dispute at a lower value than the
       amount reflected in the Demand, the Debtors may pay the
       amount without further Court order.

       If the dispute is not resolved within 30 days after
       receipt of the Demand, either party may file a motion
       seeking a determination from the Court as to the validity
       and extent of the Operational Lien.  

       However, if the Debtors determine during the Resolution
       Period that the Demand is not likely to be resolved, the
       Debtors may file a Demand Resolution Motion at any time
       before the expiration of the Resolution Period and may
       seek an expedited hearing.

   (h) The Debtors will pay the Operational Lien, if any, within
       five business days of the date of the order resolving the
       Demand Resolution Motion.

   (i) The Debtors are authorized to use proceeds from the sale
       of homes for general corporate purposes in the ordinary
       course of business without being required to escrow the
       proceeds.  

       However, subject to any DIP order, the Debtors will
       maintain cash proceeds on hand in an aggregate amount
       sufficient to satisfy all Demands against sold properties
       that have been received but that remain unresolved,
       subject to certain provisions.

The Debtors further seek that financial institutions be
authorized to (i) honor and pay all checks presented for payment
and electronic payment requests related to the Prepetition Sales
Contracts or Lien Procedures, and (ii) rely on the Debtors'
designation of any particular check or electronic payment request
as appropriate.

                            Objections

The tax collector for the Miami-Dade County, Florida, and Building
Materials Holding Corporation objected to the Debtors' request.

The Miami-Dade Tax Collector argued that it did not receive notice
of the Home Sales Motion.  The MDC Tax Collector informed the
Court that the real properties, which are subject of the Home
Sales Motion, are subject to ad valorem taxation pursuant to
Florida law.

Melinda S. Thornton, Esq., assistant county attorney, noted that
the payment of these taxes is secured by first priority statutory
liens, effective January 1 of each taxing year.

Given the lack of notice, the MDC Tax Collector said the Debtors
would owe the County an amount exceeding $2,000,000 for the
2007 and 2008 taxes.

Ms. Thornton said while the Home Sales Motion describes the nature
of Operational Liens, it is unclear whether the language
is intended to include ad valorem tax liens, which have their own
unique statutory framework under Florida law, as well as their own
unique lien priority.

The MDC Tax Collector objected to the Debtors' request to the
extent the Debtors seek to include ad valorem taxes under the
definition of "Operational Liens."

Moreover, the MDC Tax Collector objected to sales free and clear
of liens with respect to the sales of individual homes, as it is a
customary part of real estate transactions, even those conducted
under the auspices of the Court, that all ad valorem taxes are
paid as part of the closing procedures.

The MDC Tax Collector asked the Court to clarify that there will
be no disbursement of sales proceeds to secured lenders or junior
lenders without specific provisions being made for satisfaction of
ad valorem tax liens and payment of taxes owed.

BMHC and D&D Roofing, Inc., asked the Court for more time to
review the Debtors' request.

                     Miscellaneous Provisions

The Court also directed the Debtors to maintain and provide a
summary list of all customer deposit refunds to counsel to the
agents for their prepetition secured lenders, counsel to the agent
of their postpetition secured lenders and counsel to the Official
Committee of Unsecured Creditors on a bi-weekly basis, commencing
on March 15, 2008.

The Debtors are authorized to continue to enter into contracts
for the construction and sale of homes and to sell homes in the
ordinary course of business.  The Debtors and any intermediary
financial institution participating in any postpetition home
closings may transfer title, deed property and take any other
actions as may be necessary to transfer ownership to their
homebuyers.

The holders of any mortgage or lien under the Debtors'
prepetition secured financing facilities are authorized and
directed to deliver partial releases and other instruments
evidencing releases of the Lender Liens upon the request and at
the expense of the Debtors, as may be required under the terms of
the applicable prepetition financing agreements.

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

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc.  http://bankrupt.com/newsstand/or   
215/945-7000).


TOUSA INC: Court Approves Berkowitz Amended Employment Agreement
----------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida permitted TOUSA Inc. and its debtor-affiliates
to enter into an Amended Employment Agreement with Paul Berkowitz.

As reported in the Troubled Company Reporter on March 3, 2008, Mr.
Berkowitz has been the executive vice president and chief of staff
of TOUSA, Inc., since January 1, 2007, under the terms of his
original employment agreement.  Mr. Berkowitz also holds officer-
level positions with all of the other Debtors.

For the 13-year period immediately preceding his employment with
the Debtors, Mr. Berkowitz was a shareholder with Greenberg
Traurig, P.A., with expertise in a wide variety of commercial and
corporate law areas.

While at Greenberg, Mr. Berkowitz provided legal services to them
and was the outside counsel with primary responsibility for
overseeing legal matters for them.  In that capacity and in his
current position, Mr. Berkowitz has gained significant and unique
insight into the Debtors' operations.  Mr. Berkowitz is an
invaluable member of the Debtors' management team, Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida,
said.

According to Mr. Singerman, Mr. Berkowitz' 2007 Employment
Agreement included a significant guaranteed deferred compensation
portion, payable in the ordinary course of business on Feb. 15,
2008.  

Faced with the loss of a significant portion of earned income, in
December 2007, Mr. Berkowitz informed the Debtors of his plan to
resign from TOUSA, effective January 31, 2008, and to  accept an
offer to rejoin Greenberg as a shareholder, Mr. Singerman noted.

Immediately before the bankruptcy filing, it became clear that if
Mr. Berkowitz were to return to Greenberg, there would be a
substantial question regarding the ability of the firm to be
retained to perform the strategic and restructuring-related
services that Mr. Berkowitz currently provides, Mr. Singerman
said.

Subsequently, Mr. Berkowitz agreed to remain with the Debtors
based on certain conditions in an Amended Employment Agreement.  
Among other things, the timing of Mr. Berkowitz's compensation
payments is shifted to provide more significant payments of base
compensation throughout the year and no guaranteed deferred
compensation or bonus amount.  

Mr. Singerman pointed out that the Amended Employment Agreement
reflects only an immaterial increase in Mr. Berkowitz's total
compensation package.

The material terms of the Amended Employment Agreement include:

   (a) Mr. Berkowitz will be paid a monthly salary of $110,000,
       commencing on January 28, 2008.  Any amounts by which the
       salary exceeds the amount actually paid to Mr. Berkowitz
       between January 28 and the date the Debtors are authorized
       to enter into the amended agreement will be paid to Mr.
       Berkowitz in a lump sum together with the next regular
       payment of salary to the Debtors' senior executives.

   (b) Mr. Berkowitz is eligible to earn an annual bonus, in the
       sole and absolute discretion of the Board of Directors or
       any relevant Board committee, but there is no guaranteed
       minimum bonus or other deferred compensation arrangement.

   (c) The employment may be terminated by the Debtors at any
       time, with or without reason, upon 15 calendar days'
       notice.  Mr. Berkowitz may also terminate the employment
       period at any time upon 15 calendar days' notice, provided
       that he agrees to defer the effective date of any
       termination notice given by him for a reasonable period of
       time as the Debtors will request in order to  transition
       Mr. Berkowitz's responsibilities.

   (d) Upon termination of the employment, the Debtors will pay
       or provide Mr. Berkowitz all "Accrued Obligations" within
       30 business days after the date of termination.

   (e) Mr. Berkowitz and his eligible dependents are eligible to
       participate in all customary employee benefit plans,
       practices and policies in effect for all similarly
       situated employees.

In granting the Debtors' request, Judge Olson clarified that,
absent further Court order, the Debtors are not authorized to pay
any deferred compensation or bonuses to Mr. Berkowitz relating to
or arising from the 2007 Employment Agreement or the Amended
Employment Agreement.  

In the event the Amended Employment Agreement is subsequently
rejected, any resulting allowed claims will be considered and
treated as unsecured claims pursuant to Section 502(g) of the
Bankruptcy Code, the Court ruled.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc.  http://bankrupt.com/newsstand/or   
215/945-7000).


TOUSA INC: Court Approves Sale of Note to PRN for $13,500,000
-------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida granted the request of TOUSA Inc. and its
debtor-affiliates to sell a promissory note to PRN Real Estate &
Investments, Ltd., for $13,500,000.

As reported in the Troubled Company Reporter on March 3, 2008, in
early 2005, TOUSA Homes, Inc., purchased approximately 59
acres of land located on International Drive in Orlando, Florida,
for $28,000,000.  I-Drive, stretching 14.5 miles long, is a
mixed-use commercial town place that is Orlando's main tourist
strip.

The purchase of the I-Drive Property was intended more as an
investment opportunity than for direct development, since the was
outside their standard market.  

TOUSA Homes was able to sell approximately 18 acres of the I-Drive
Property for $7,000,000 in mid 2006.  With the assistance of
Century 21 Real Estate Professionals and Mid-South Realty
Investors, TOUSA Homes was able to sell its remaining interest in
the I-Drive Property to Cape Light Development International Drive
I, LLC, for $8,000,000 in cash
and a $16,300,000 promissory note dated June 22, 2007, executed by
Cape Light in favor of TOUSA Homes.

Cape Light, however, defaulted on the Note, failing to make the
acquired interest payments for November and December 2007,
according to Paul Steven Singerman, Esq., at Berger Singerman,
P.A., in Miami, Florida.

The Debtors estimated that the process of foreclosing and then
ultimately closing on a replacement sale of the Note could take
approximately 12 to 14 months due to the necessary foreclosure
time and the current state of the real estate market.

To avoid a long and expensive foreclosure process that ultimately
would result in holding land that is not core to its business,
TOUSA Homes determined that the most prudent course of action was
to market its interest in the Note and thereby monetize the asset.  
Florida Property Specialists, Inc., was hired to help facilitate
the sale of the Note.

The Debtors received four offers to purchase the Note, including
two offers for a purchase price of $13,500,000.

The Debtors identified PRN Real Estate's bid as the highest and
best offer for the Note in light of PRN's willingness and ability
to close on the transaction quickly, according to Mr. Singerman.

Although the face value of the Note is $16,300,000, the Debtors
believe that the $13,500,000 purchase price represents fair value
both because of the extensive marketing process the Debtors
employed and because a discounted purchase price reflects the
cost, time and market risk associated with a foreclosure process.

The salient terms of the Debtors' Sale Agreement with PRN include:

   (a) PRN will purchase the Note from TOUSA Homes for
       $13,500,000, including a $200,000 deposit currently held
       in escrow, payable at closing by completed bank wire
       transfer of immediately available funds.

   (b) The closing of the sale will take place on the 11th day
       after TOUSA Homes obtains the Court's approval, provided
       that no appeal on the order will be filed within 10 days
       after the order is entered.

       If TOUSA Homes fails to provide PRN with Closing Notice by
       March 20, 2008, PRN may elect to terminate the Sale
       Agreement and receive a refund of the Deposit or extend
       the closing until March 31.

   (c) TOUSA Homes will pay any and all brokerage fees,
       commissions, fees or other charges to any third party in
       connection with the Sale:

          * $379,040 to Century 21;
          * $40,000 to Mid-South Realty; and
          * $270,000 to Florida Property Specialists.

   (d) If PRN defaults under the Sale Agreement, TOUSA Homes will
       be entitled to retain the Deposit as liquidated damages as
       its sole exclusive remedy.  If TOUSA Homes defaults under
       the Sale Agreement, PRN will be entitled to either (i) the
       return of the Deposit, or (ii) a suit for specific
       performance of the Debtor's obligations under the Sale
       Agreement as PRN's sole and exclusive remedies.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc.  http://bankrupt.com/newsstand/or   
215/945-7000).


TPF GENERATION: S&P Keeps 'BB-' Rating on $1.15BB Sr. Facilities
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' issue-level
ratings on TPF Generation Holdings Inc.'s first-lien $1.15 billion
senior secured credit facilities.
     
Standard & Poor's also affirmed its 'B-' issue-level rating on the
company's $495 million second-lien term loan due 2014.  The
recovery rating on the first-lien senior credit facilities remains
at '1', indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.  The recovery rating
on the second-lien term loan remains at '5' indicating S&P's
expectation for modest (10%-30%) recovery in the event of a
payment default.  The project has made principal payments on the
first-lien senior secured term loan, reducing the balance to
$816 million at the end of the third quarter of 2007.  The outlook
on all of the facilities is stable.
     
The ratings on the loans reflect these risks:

  -- The project is expected to have $334/kw of consolidated debt
     at maturity of the first-lien debt under the Standard &
     Poor's gas price stress and $218/kw under the management base
     case.

  -- Two assets, High Desert and Rio Nogales, are seen as having
     far greater cash-flow generating potential than the four
     other plants in the portfolio.

  -- The hedges that TPF has entered into do not leave a large
     cushion for capacity shortfalls or unit heat rates above
     expectations, creating a risk that the project could be
     slightly short energy or earn a negative fuel margin on
     dispatch, which would result in slightly overstated
     contracted margin.

     Offsetting the above risks are these strengths:

  -- The power purchase agreement with CDWR, the energy call
     option and gas hedges with J. Aron & Co, and the energy call
     option with Lehman Brothers Commodity Services provide strong
     contractual cash flows that cover projected fixed operating
     costs and debt service through 2010.

  -- Relatively new equipment with good operating histories and
     experienced operators offset operating risk.

  -- Six-month debt service reserve account provides liquidity for
     debt service in case of market volatility or extended
     outages.

  -- The 100% cash sweep allows creditworthiness to benefit from
     improving markets and seasonally-strong demand in any given
     year.  The benefits of the sweep are partially mitigated by
     an annual $6 million management fee that comes after
     mandatory debt service (interest and scheduled principal
     amortization) but before principal prepayment from excess
     cash flow, effectively reducing the cash sweep to 80%-90%
     under Standard & Poor's gas stress and to about 90%-95% in
     the management base case.

  -- The portfolio has both combined-cycle gas turbines and
     simple-cycle combustion turbines in four different markets
     and earns diverse revenue streams.  This is partially offset
     by the project's disproportionate reliance on cash flows from
     High Desert facility located in southern California.


TRICOM SA: Wants to Employ Squire Sanders as Dominican Counsel
--------------------------------------------------------------
Tricom S.A. and its U.S. debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Squire, Sanders & Dempsey Pena Prieto Gamundi, as their
special Dominican counsel, nunc pro tunc to the bankruptcy filing
date.

The Debtors' proposed counsel, Larren M. Nashelsky, Esq., at
Morrison & Foerster LLP, in New York, relates that the Debtors
have engaged Squire Sanders in May 2005 in connection with their
Dominican corporate and litigation matters related to
restructuring, telecommunications, contractual and taxation
matters, under Dominican law.

The Debtors believe that Squire Sanders has become
extraordinarily familiar with their business and potential
Dominican legal issues that may arise in connection with the
restructuring and the Chapter 11 cases.

As special Dominican counsel, Squire Sanders will provide legal
services to the Debtors, including advice and assistance
regarding legal matters in the Dominican Republic, and
implementation of the restructuring, telecommunications,
contractual, taxation, litigation and other corporate matters in
the Dominican Republic.

The Debtors will pay Squire Sanders according to the firm's
standard hourly rates:

      Professional                 Hourly Rates
      ------------                 ------------
      International Partner           $295
      National Partner                $260
      Associates                   $115 â€" $245
      Law Clerks & Paralegals       $70 â€" $115

The Debtors will also reimburse Squire Sanders for any necessary
out-of-pocket expenses it incurs.

>From the period beginning one year before the Petition Date,
Squire Sanders billed and received from the Debtors $664,261, for
services rendered and expenses incurred in the Dominican
Republic.  In addition, on February 28, 2008, Squire Sanders
received a $114,000, retainer from the Debtors, portions of which
were applied to prepetition
amounts owing to Squire Sanders.

Pedro O. Gamundi, Esq., a partner at Squire, Sanders & Dempsey
Pena Prieto Gamundi, in Santo Domingo, Dominican Republic,
assures the Court that his firm does not represent any interest
adverse to the Debtors and their estates, and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         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 SA: Seeks Court Authority to Hire Sotomayor as Auditors
--------------------------------------------------------------
Tricom S.A. and its U.S. debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Sotomayor & Associates LLP as their auditors, nunc pro tunc
to the bankruptcy filing date.

Sotomayor has worked with the Debtors since 1999 on U.S. tax
matters, Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in
New York, the Debtors' proposed counsel, states.

In October 2005, the Debtors engaged Sotomayor as their
independent auditors.  In that capacity, Sotomayor assisted the
Debtors with the restatement of their 2002 financial statements,
audits of their consolidated financial statement for 2002 and the
succeeding fiscal years, and auditing the financial statements
filed with the U.S. Securities and Exchange Commission in
connection with the Debtors' filing of their Annual Report on form
20-F for the years ending 2004, 2005, and 2006.
                                                                                          
In addition, Sotomayor assisted the Debtors in connection with
tax-related matters and regulatory compliance filings with the
Federal Communications Commission and state public utility
commissions.  

As a result of working closely with the Debtors since 1999,
Sotomayor has become familiar with the Debtors' business
financial statements as well as the tax and other accounting and
regulatory matters that may arise in the ordinary course and in
connection with their restructuring and Chapter 11 cases, Mr.
Nashelsky says.

As auditor, Sotomayor will:

   (a) audit the Debtors' consolidated balance sheet and related
       statements of operations, stockholders' equity and
       comprehensive income and cash flows for the fiscal year
       ended December 31, 2006;

   (b) prepare certain statements for each of the Debtors to be
       filed with U.S. and Dominican taxing authorities;

   (c) Prepare Tricom USA, Inc.'s federal tax returns in the
       U.S. and state returns in New York, Rhode Island, New
       Jersey, Ohio, Massachusetts, California, Virgin Islands,
       Georgia, Pennsylvania, Connecticut, Washington D.C.,
       Delaware, Maryland, Illinois, Indiana, Florida, and Puerto
       Rico and states where those filings may be required;

   (d) prepare various regulatory filings required by the FCC and
       multiple state PUCs; and

   (e) provide other tax, accounting, and regulatory compliance
       services in connection with the Chapter 11 cases.

The Debtors will pay Sotomayor according to the firm's customary
hourly charges:

       Professional            Hourly Rates
       ------------            ------------
       Senior Partner              $300
       Partner                 $150 to $180
       Manager                     $150
       Senior Accountant           $100
       Staff Accountant             $75
       Administrative Staff         $45

The Debtors anticipate that these Sotomayor professionals will
take a lead role in their Chapter 11 cases:

   Name                 Position             Hourly Rate
   ----                 --------             -----------
   Ivan Sotomayor       Senior Partner           $300
   David Malena         Partner                  $180
   Carmen Sotomayor     Partner                  $150
   Lulu Lam             Manager                  $150
   Wanda Amarante       Manager                  $150
   Karina Sotomayor     Senior Accountant        $100
   Damaso Mieses        Senior Accountant        $100
   Susana Tejeda        Accountant                $75
   Arbenys Mueses       Accountant                $75
   Michelle Amemiya     Admin. Staff              $45

In addition, the Debtors will reimburse Sotomayor for any
necessary out-of-pocket expenses incurred.

Ivan Sotomayor, partner at Sotomayor & Associates LLP, in Santo
Domingo, Dominican Republic, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, and does not represent any interest
adverse to the Debtors and their estates.

Mr. Sotomayor further discloses that from the period beginning
one year prior to the Petition Date, his firm has billed and
received from the Debtors $729,493, for prepetition services
rendered and expenses incurred.

                         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 SA: Reports 19 Largest Unsecured Creditors; List Amended
---------------------------------------------------------------
Tricom S.A. and its U.S. debtor-affiliates amended their list of
creditors holding largest unsecured claims to (a) drop Loral
Cyberstar, Inc., from the list; (b) include Capital Markets
Financial Services, Ltd., Deltec Asset Management, LLC, Bear
Stearns Credit Products, Inc.,Octavian Special Master Fund, LP,
UBS Securities LLC, and MBIA Capital Management Corp.; and (c)
adjust the claim amounts of some creditors.

The Debtors originally disclosed a list of their 14 largest
unsecured creditors.

The 19 Largest Unsecured Creditors are:

  Entity                           Nature of Claim   Claim Amount
  ------                           ---------------   ------------
  Bank of New York as              financial claim   $198,824,943
  Indenture Trustee                & 11-3/8% Notes
  for the 11-3/8% Senior Notes   
  due September 2004 under           
  Indenture dated August 21,     
  1997 between Tricom, S.A. and  
  the BNY
  101 Barclay Street
  Floor 21 West
  New York, NY 10286
  Attn: Corporate Trust
  Trustee Administration
  Tel: (212) 850-2929

  Deutsche Bank Trust Co.          financial claim   $70,066,192
  Americas                       
  60 Wall Street
  3rd Floor
  New York, NY 10005
  Attn: Charles J. Lanktree
        & Scott G. Martin
  Fax: (212) 797-4666

  Stark Trading                    financial claim   $38,533,978
  3600 South Lake Drive
  St. Francis, WI 53235
  Attn: Jeff Froemming
  Fax: (414) 294-7608

  Citigroup                        financial claim   $37,857,109
  Attn: Dang Bui & Rafael   
        Benavente
  Citigroup Global Markets, Inc.
  390 Greenwich Street
  New York, NY 10013
  Fax: (212) 723-8651,
       (212) 723-8036

  Capital Markets Financial          11-3/8% Notes   $35,513,362
     Services, Ltd.
  Attn: Edward Farah
  P.O. Box 10435 APO
  103 South Church Street
  Harbour Place, 2nd Floor
  Grand Cayman, Cayman Islands
  Fax: (305) 512-6089

  Credit Suisse International      financial claim   $32,556,707
  Attn: Sergio Delgado
  11 Madison Avenue-Fourth Floor
  Fax: (212) 743-4138

  Deltec Asset Management, LLC       11-3/8% Notes   $30,642,393
  Attn: Timothy S. Hall
  645 Fifth Avenue, 18th Floor
  New York, NY 10022
  Fax: (212) 546-6449

  Bear Stearns Credit                11-3/8% Notes   $16,547,175
    Products, Inc.
  Attn: Ethan Garber
  383 Madison Avenue, 8th Floor
  New York, NY 10179
  Fax: (212) 272-0543

  Octavian Special Master            11-3/8% Notes   $12,550,000
     Fund, LP
  Attn: Greg Racz
  650 Madison Avenue
  New York, NY 10022
  Fax: (212) 224-9665

  Bancredito                       financial claim   $12,438,105
  Bancredito Panama, S.A.        
  Via Espana 177
  Edif. Piaza Regency, Piso 15
  Apartado 6-6010/6-6011
  El Dorado, Panama, Republica
  de Panama
  Bancredito Panama, S.A.
  P.O. Box 1502
  Santo Domingo, RD
  Swift address: NCREDOSD
  Counsel for the Liquidator of
  Bancredito Panama, S.A.
  Kaye Scholer, L.L.P.
  1999 Avenue of the Stars
  Suite 1700
  Los Angeles, CA 90067-0048     
  Fax: (310) 788-1200

  UBS Securities LLC                 11-3/8% Notes   $11,828,375
  Attn: Caroline Keany
  1285 Avenue of the Americas
  New York, NY 10019
  Fax: (212) 713-1153

  MBIA Capital Management Corp.      11-3/8% Notes   $7,843,750
  Attn: Robert Claiborne
  113 King Street
  Armonk, NY 10504
  Fax: (914) 765-3375

  Morgan Stanley Senior Funding    financial claim   $7,688,333
  Attn: Vanesa Marling &    
        Darragh Dempsey
  1 Pierrepont Plaza, 7th Floor
  Brooklyn, NY 11201
  Fax: (718) 233-0697

  Cheyne Capital Management        financial claim   $6,409,889
  Attn: Cynthia Cox         
  Cheyne Latam High Income
     Fund LP
  Claredon House
  2 Church Street
  Hamilton, Bermuda HM11
  Fax: (441) 334-3939
  Counsel to Cheyne Capital
  Attention: Ronald R. Jewell
  Dechert LLP
  30 Rockefeller Plaza
  New York, New York 10112

  Argo Capital Investors Funds     financial claim   $5,669,440
  S.P.C. for Argo Global
     Special Situations Fund SP
  Attn: Loucas Demetreu
  Jackie Court, Suite 401
  10 Vasilissis Frederikis St.
  Nicosia 1066 Cyprus
  Fax: 00 357 22 44 5177

  Millenium Partners, L.P.         financial claim   $4,281,560
  Attn: Sandra Costa        
  666 5th Avenue, 8th Floor
  New York, NY 10103
  Fax: (212) 841-4141

  T.C.S. Fund LU S.A.R.L.          financial claim   $3,291,747
  Attn: Tracy Howard,       
  Investment Operations
  T.P.G. Credit Management, LP
  4600 Wells Fargo Center
  90 South Seventh Street
  Minneapolis, MN 55402
  Fax: (612) 851-3001

  Greylock Capital                 financial claim   $1,366,559
  Attn: Bruce G. Hart, Esq.
  99 Park Avenue, 11th Floor
  New York, NY 10016
  Fax: (212) 808-1801

  T.C.S. Fund SP-LU S.A.R.L.       financial claim   $1,975,317
  Attn: Tracy Howard,       
  Investment Operations
  T.P.G. Credit Management, LP
  4600 Wells Fargo Center
  90 South Seventh Street
  Minneapolis, MN 55402
  Fax: (612) 851-3001

                         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.


TRUMAN CAPITAL: Two Cert. Classes Get S&P's Rating Cuts on Losses
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-3 and M-4 asset-backed certificates from Truman Capital
Mortgage Loan Trust 2004-2 to 'BB' from 'A-' and to 'B' from
'BBB+', respectively.  At the same time, S&P affirmed its ratings
on 15 classes from three Truman Capital Mortgage Loan Trust
series.
     
The downgrades of classes M-4 and M-3 from series 2004-2 reflect
continued erosion of overcollateralization (O/C), as monthly
losses have consistently outpaced monthly excess interest.  As a
result, O/C is currently 1.81% of the transaction's original pool
balance, well below its target of 2.51%.  In addition, total
delinquencies are approximately 35.25% of the outstanding pool
balance, and severe delinquencies (90-plus days, foreclosures, and
REOs) represent roughly 17.41%.  Additionally, the transaction has
incurred cumulative realized losses totaling approximately 5.83%
of the original pool balance.  This transaction is 42 months
seasoned and has paid down to approximately 31.59% of its original
size.
     
The affirmations are based on credit support levels that are
sufficient to support the current ratings.  Subordination, O/C,
and excess spread provide credit support for these deals.  The
underlying collateral originally consisted of first, second, or
third liens on one- to four-family residential properties or
multifamily properties.  The pool consists of performing,
subperforming, and re-performing mortgage loans.

                         Ratings Lowered

           Truman Capital Mortgage Loan Trust 2004-2
                    Asset-backed certificates

                                        Rating
                                        ------
               Series    Class       To        From
               ------    -----       --        ----
               2004-2    M-3         BB        A-
               2004-2    M-4         B         BBB+


                         Ratings Affirmed
   
                 Truman Capital Mortgage Loan Trust
                    Asset-backed certificates
   
            Series     Class                     Rating
            ------     -----                     ------
            2004-2     A-1, A-2                  AAA
            2004-2     M-1                       AA
            2004-2     M-2                       A
            2005-1     A                         AAA
            2005-1     M-1                       AA-
            2005-1     M-2                       A-
            2005-1     M-3                       BBB+
            2006-1     A                         AAA
            2006-1     M-1                       AA
            2006-1     M-2                       A
            2006-1     M-3                       A-
            2006-1     M-4                       BBB+
            2006-1     M-5                       BBB
            2006-1     M-6                       BBB-


TWL CORP: To Merge Newly Acquired Divergent with Unit
-----------------------------------------------------
TWL Corporation has acquired and will merge Divergent
Entertainment Inc., into the company's TWL Knowledge Group
subsidiary.

In addition, TWL Corp. entered into an executive employment
agreement with DEI founder Danny Hammett.

DEI developed an advanced personal computer-based simulation
program designed to deliver realistic and accurate skills
training, practice and testing in a quasi-virtual reality
environment.  The initial product using this technology --
Firefighter: Everybody Goes Home -- simulates real-life scenarios
for firefighters.

Using inexpensive PCs routinely found in fire stations, the system
provides affordable training designed to augment live teaching
exercises, which can be expensive and dangerous to a firefighter's
safety.  Each application includes ready-to-use scenarios and
simulations, and quarterly updates with new scenarios and
simulations will be made available, so training exercises remain
current.

"This simulation leverages cutting-edge games-based technology in
a realistic and immersive environment and bridges a critical gap
that currently exists between classroom and live training,
allowing firefighters to run drills safely and repeatedly in high
risk situations, while gaining practical experience in a much
closer to real-life situation than the classroom setting can ever
provide," Dennis Cagan, chairman, CEO and president of TWL, said.
"With an estimated first year market potential of $225 million and
$150 million per year thereafter, we expect this product to
achieve and sustain profitability by the end of the fourth
quarter."

Mr. Hammett has joined TWL as senior vice president and president
of the newly-formed Global Simulation Group, which includes DEI,
and has been elected to the board of directors of TWL.  He served
as executive vice president at Vivendi Universal Games, where he
created the Value/Casual Games Division, overseeing all console,
PC and online product management, acquisitions, budgeting and
legal affairs.  

Mr. Hammett also served as president of Activision Value and
executive vice president of Activision, where he managed a
$695 million global publishing operation with three operating
divisions and a 25-person management team responsible for six
worldwide offices.  According to Mr. Hammett, TWL and DEI were a
natural fit.

"With TWL's additional vertical markets available to expand
simulation products, and their experience and knowledge of
providing training solutions, we felt our customers would be
better served by joining TWL," Mr. Hammett said.  "This simulation
product will have an immediate impact with unlimited potential on
the bottom line and also provide the company a tremendous
advantage in visibility, thereby distancing ourselves from
competition."

"I'm honored and excited to be part of the TWL team, as well to
work with Dennis Cagan, and look forward to using my experience
and our collective expertise to deliver interactive and realistic
training that is highly affordable to every fire department and
firefighter across the United States,"  Mr. Hammett added.

As the sole owner of DEI, Mr. Hammett will receive as much as
$16 million in combined purchase price, executive compensation and
performance incentive payments over four years, based on the new
Global Simulation Group's performance, in accordance with the
acquisition and executive employment agreement. I n addition to
Mr. Hammett, three employees from DEI are joining TWL in various
roles.

"We're excited to have Danny join our team and are looking forward
to being able to introduce this technology and training
methodology in our other vertical markets," Mr. Cagan said.  "This
acquisition is the next step in our long-term strategy for company
growth and to expand our products and services to better serve our
customers."

                 About Divergent Entertainment Inc.

Divergent Entertainment Inc. -- http://www.divergentgames.com/--
was founded with the goal of leveraging extensive optical and
electronic media, gaming, and emergency service experience to
address critical and lethal training shortfalls in the Public
Service Sector.

                       About TWL Corporation

Headquartered in Carrollton, Texas, TWL Corporation (OTCBB: TWLO),
through its subsidiary TWL Knowledge Group Inc., is a provider of
integrated workplace learning solutions for skill development,
compliance, safety, and emergency preparedness in the workplace.  
Since 1986, the TWL Knowledge Group has met the training and
education needs of more than 8 million professionals in the
industrial, healthcare, automotive, fire & emergency, government,
law enforcement, and the private security markets.

                      Going Concern Doubt

KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
TWA Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations, has used
significant cash flows in operating activities and has liabilities
significantly in excess of assets.


UNIVISION COMMS: Moody's Keeps B1 Ratings; Gives Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Univision Communications,
Inc.'s B1 Corporate Family rating, B1 Probability of Default
rating and associated debt ratings and changed the rating outlook
to negative.  Moody's also assigned an SGL-3 speculative-grade
liquidity rating.

The change in the rating outlook reflects the likelihood that
projected proceeds from the music business and other planned asset
sales will be lower than Moody's had anticipated at the time of
the initial rating assignment in February 2007.  The asset sale
shortfall and more difficult advertising market conditions could
challenge Univision's ability to reduce debt-to-EBITDA (estimated
at 12.3x for FY 2007 incorporating Moody's standard adjustments)
to the 9.0x level for 2008 anticipated in the B1 rating and fund
the maturity of the $500 million second lien asset sale bridge in
March 2009.  Downward rating pressure will result if liquidity
weakens or if Moody's determines that Univision is not making
steady progress in reaching the 9.0x leverage level.

Outlook Actions:

Issuer: Univision Communications, Inc.

  -- Outlook, Changed To Negative From Stable

Assignments:

Issuer: Univision Communications, Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Univision's B1 rating continues to be supported by the company's
strong and leading market position in Spanish-language media
within the United States, strong operating margins, and favorable
intermediate-term growth prospects, underpinned by Hispanic
demographic trends.  These strengths are more reflective of an
investment-grade business profile.  Nevertheless, the high debt-
to-EBITDA leverage and fixed financial charges resulting from the
$13.5 billion March 2007 LBO place the rating in the single B
range, and weakly position it at the B1 rating level.

The rating assumes in the rating continuation of exclusive U.S.
broadcast rights to Grupo Televisa and Venevision programming
through 2017 under the programming licensing agreement.  However,
the recent contentious relationship and litigation between
Univision and Televisa regarding the PLA is a significant
potential risk.  Univision's high leverage reduces flexibility to
re-negotiate the terms of the PLA as part of any litigation
settlement.  Moody's will continue to monitor developments related
to the litigation with Televisa and the jury trial that is
currently scheduled to start at the end of April.  A confirmation
of the existing PLA would not result in upward rating movement,
but a material adverse modification to the PLA not offset by
compensating factors could create downward rating pressure.

Maintaining adequate liquidity is critical to the rating in order
to bridge any internal cash flow gaps that may arise as a result
of near term cyclical fluctuations in the advertising market.  The
SGL-3 liquidity rating indicates Univision has adequate liquidity
through March 2009.  The company is reliant on net proceeds from
signed asset sales and its committed external credit facilities to
fund $750 million of maturities over the next 12 months.  

Conditions for drawing on the delayed-draw term loan to fund the
$250 million October 2008 note maturity and up to $250 million of
the $750 million revolver to partially fund the $500 million March
2009 asset sale bridge facility maturity include compliance with
covenants and certification that no MAE has occurred (the MAE
language specifically carves out the Televisa litigation).  

Moody's believes Univision might need to PIK the March 2009 coupon
on the $1.5 billion senior unsecured notes to help fund the
$500 million asset sale bridge if one or more of the planned but
unsigned asset sales does not occur, the $177 million of asset
sales under signed agreements do not close as expected, or if the
company depletes its cash balance.  Moody's estimates that
Univision's EBITDA (calculated as per the terms of the credit
agreement) would need to drop by at least 15% to trip the credit
facility financial covenants, which the rating agency considers as
unlikely given the company's track record of modest growth in the
last two U.S. recessions and the fact that first quarter 2008
revenue is pacing up in the mid single digits.

Univision Communications Inc., headquartered in Los Angeles, is
the leading Spanish-language media company in the United States
with television network operations in Miami and television and
radio stations in major cities throughout the U.S. and Puerto
Rico.  Annual revenue approximates $2.1 billion.


US STEEL: Unit Backs Out From Talks to Sell Wabush Mine Stake
-------------------------------------------------------------
U.S. Steel Canada Inc., a subsidiary of United States Steel
Corporation, has withdrawn from negotiations to sell its 44.6%
interest in the Wabush Mines Joint Venture to ArcelorMittal
Dofasco Inc.

The company did not disclose the reason for its decision.

Cleveland-Cliffs Inc. holds a 26.8% interest and Dofasco holds a
28.6% interest in the Wabush Mines Joint Venture.

On June 6, 2007, Stelco Inc. announced that it entered into an
agreement providing for the sale of its interest in the Wabush
Mines joint venture to Consolidated Thompson Mines Limited for
C$41 million -- roughly US$41 million.

U.S. Steel acquired all of the outstanding shares of Stelco Inc.
on October 31, 2007, and renamed it U.S. Steel Canada.

ArcelorMittal Dofasco, one of the partners of the joint venture,
had a right of first refusal over the proposed transaction,
which it exercised on August 29, 2007.  Completion of the
transaction with Dofasco is subject to the execution of
definitive agreements and the receipt of all required third
party consents and regulatory approvals

U.S. Steel initially expected the completion of the transaction
to occur in the first half of 2008.

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a   
wide variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons.  U.S. Steel's domestic primary steel
operations are: Gary Works in Gary, Indiana; Great Lakes Works in
Ecorse and River Rouge, Michigan; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pennsylvania; Granite City Works in
Granite City, Illinois; Fairfield Works near Birmingham, Alabama;
Midwest Plant in Portage, Indiana; and East Chicago Tin in East
Chicago, Indiana.  The company also operates two seamless tubular
mills, Lorain Tubular Operations in Lorain, Ohio; and Fairfield
Tubular Operations near Birmingham, Alabama.

U.S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's
Mesabi Iron Range, U.S. Steel's iron ore mining and taconite
pellet operations, Minnesota Taconite and Keewatin Taconite,
support the steelmaking effort, and its subsidiary ProCoil
Company provides steel distribution and processing services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture with
Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico, S.A. de
C.V., provides Mexico's automotive and appliance manufacturers
with total supply chain management services through its slitting
and warehousing facility in San Luis Potosi and its warehouse in
Ramos Arizpe.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed offering of up to $400 million in
senior unsecured notes due Feb. 1, 2018, of United States Steel
Corp. (BB+/Negative/--).


USG CORP: Enough Cushion on Liquidity Cues S&P to Hold BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings for USG
Corp., including its 'BB+' corporate credit and senior unsecured
debt ratings.  All ratings were removed from CreditWatch, where
they were placed with negative implications on Jan. 30, 2008.  The
outlook is negative.
     
"The rating actions reflect our assessment that, although the
company's operating results continue to be materially hurt by the
residential downturn, we expect USG's capital structure and
liquidity position to provide adequate cushion until conditions
improve.  We do not expect that to happen, though, before 2009."
     
Chicago, Illinois-based USG has a leading position in the U.S.
gypsum wallboard and ceiling system markets, competitive cost
position, and flexible capital spending needs.
     
While the company is well positioned to benefit from the long-term
fundamentals in overall construction activity and demographics,
near-term prospects for housing are bleak.  As a result, USG's
operating performance will remain under pressure until there is a
sustained rebound in wallboard volumes and prices, which S&P does
not expect until 2009 at the earliest.  Consequently, the
company's credit metrics are likely to weaken from current levels
as 2008 progresses.
     
Mr. Nadramia said, "We could lower the rating if operating
conditions over the next several quarters are materially weaker
than expected, causing USG's liquidity cushion to deteriorate.  We
are unlikely to revise the outlook to stable until market
conditions show signs of sustained improvement."


VITESSE SEMICONDUCTOR: To Complete Audit in Second Quarter 2008
---------------------------------------------------------------
Vitesse Semiconductor Corporation disclosed that its evaluation of
the impact of the backdating of stock options will not be
completed by March 31, 2008.  Accordingly, the company estimates
that the audit of its financial statements for fiscal years 2006
and 2007 will be completed in the second quarter of calendar 2008.

"This project remains the top priority for Vitesse's management
team and audit committee," Rich Yonker, CFO of Vitesse
Semiconductor, said.  "We will continue to work diligently to
finish the audits as soon as practicable."

In its state-of-the-company conference call held on Feb. 12, 2008,
Vitesse said that it was targeting March 31, 2008, as the
completion date of its audited financial statements for fiscal
years 2006 and 2007.  The company also disclosed that there was no
safety margin in the schedule and that any additional delays in
completing the audits would result in a delay of the completion
date to the second quarter of calendar year 2008.

             About Vitesse Semiconductor Corporation

Headquartered in Camarillo, California, Vitesse Semiconductor
Corporation (OTC:VTSS) -- http://www.vitesse.com/-- is a supplier   
of integrated circuits targeted at systems manufacturers in the
communications and storage industries.  Within the communications
industry, the company's products address the enterprise, metro and
core segments of the communications network, where they enable
data to be transmitted, processed and switched under a range of
protocols. In the storage industry, the company's products enable
storage devices to be networked.  

                         *     *     *

Moody's Investor Services placed Vitesse Semiconductor
Corporation's long term corporate family rating at 'B1' and its
subordinated debt rating at 'B3' in April 2002.  The ratings still
hold to date with a stable outlook.


WCI COMMUNITIES: Sees at Least $410,000,000 4th Qtr Pre-Tax Loss
----------------------------------------------------------------
WCI Communities, Inc. (NYSE: WCI) said it generated roughly
$160,000,000 to $170,000,000 of cash flow from operating and
investing activities in the fourth quarter, and $220,000,000 to
$230,000,000 for the full year 2007.

Although the disclosed results are still subject to change, WCI
Communities expects to record a pre-tax loss for the fourth
quarter in the range of $410,000,000 to $460,000,000.  

WCI Communities has scheduled its fourth quarter earnings release
and conference call for March 17, 2008.  The company expects to
issue the earnings press release before the market opens.  
Management will host a conference call on the same day commencing
at 10 a.m. EDT.

"Our earnings for the quarter and full year will reflect the very
poor operating conditions that persist in our markets and will
also include significant write downs," said Jerry Starkey,
president and CEO of WCI Communities.  

The pre-tax loss, Mr. Starkey said, includes impairment charges of
approximately $335,000,000 to $350,000,000 in the fourth quarter,
composed of impairments to land and finished inventory of unsold
traditional and tower homes, amenities and other assets, abandoned
option deposits and related costs, and goodwill write downs.

"During the fourth quarter, we also concluded that due to the
uncertainty in the market regarding defaults and future
absorption, one of our Florida towers, Oceanside, no longer
qualified for percent of completion accounting, and we therefore
fully reserved all of the income recognized on that tower from
commencement of construction through the third quarter of 2007 in
the amount of $38 million," Mr. Starkey said.

                 Form 10-K Report May Be Filed Late

The company expects to file its 10-K no later than March 17, 2008;
however, due to the unexpected length of time needed to complete a
detailed impairment analysis for each community and to complete
its provision for income taxes including a tax asset allowance,
WCI may not file by that date.

The conference call can be accessed via the company's Web site at
http://www.wcicommunities.com/in the Investor Relations section  
or by dialing (877) 454-8253, and asking for the WCI Communities
conference call referencing conference code 37790680.  The call
will be available for replay on the company's Web site for a
period of time after the call.

                      About WCI Communities

WCI Communities, Inc., named America's Best Builder in 2004 by the
National Association of Home Builders and Builder Magazine, has
been creating amenity-rich, master-planned lifestyle communities
since 1946.  Florida-based WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia.

The company offers traditional and tower home choices with prices
from the high-$100,000s to more than $10 million and features a
wide array of recreational amenities in its communities.  In
addition to homebuilding, WCI generates revenues from its
Prudential Florida WCI Realty Division, and title businesses, and
its recreational amenities, as well as through land sales and
joint ventures.  The company currently owns and controls
developable land on which the company plans to build more than
18,500 traditional and tower homes.

                          *     *     *

As reported on the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on WCI Communities Inc. (WCI; CCC/Negative/--) continue to
acknowledge the Florida-based luxury homebuilder's acute
liquidity challenges.

The TCR reported on Jan. 22, 2008, that S&P said its CCC rating
and outlook on WCI Communities are not immediately affected by the
homebuilder's announcement that it has amended the terms governing
its $700,000,000 secured revolver and $263,000,000 secured bank
loan.  S&P acknowledged, however, that the company successfully
averted a near-term liquidity event by negotiating a more liberal
coverage covenant through June 30, 2009.

As reported in the TCR on Nov. 12, 2007, Moody's lowered the
ratings of WCI Communities Inc., including its corporate family
rating to Caa2 from B3 and the ratings on its senior subordinated
notes to Caa3 from Caa2.  The ratings outlook is negative.


WELLCARE HEALTH: Appoints O'Neill as SVP, Gen Counsel & Secretary
-----------------------------------------------------------------
WellCare Health Plans, Inc. appointed Thomas F. O'Neil III,
formerly a partner at DLA Piper US LLP, general counsel of the MCI
Group and an Assistant United States Attorney, as the company's
Senior Vice President, General Counsel and Secretary, effective
April 1, 2008.

"We're pleased to welcome Tom to our leadership team," said Heath
Schiesser, president and chief executive officer of WellCare.  
"Tom brings to WellCare not only impressive legal experience
garnered over a lifetime of public and private service, but, most
importantly, a dedication to integrity, transparency and
excellence."

"I look forward to joining WellCare," said Mr. O'Neil.  "It is a
company that provides valuable services to its members and its
government partners and serves a critical role in an ever-changing
industry.  I am excited about working with the entire WellCare
team to develop and grow WellCare while addressing its current
challenges."

Prior to joining WellCare, Mr. O'Neil was a partner at DLA Piper
US LLP, where he chaired the Government Affairs and Government
Controversies practice groups.  He also served as the Senior Vice
President and General Counsel of the MCI Group, as an Assistant
United States Attorney for the District of Maryland and as a law
clerk to United States District Judge Alexander Harvey II.

Mr. O'Neil received his A.B., magna cum laude, in 1979 from
Dartmouth College and his J.D. in 1982 from Georgetown University
Law Center.  He is a member of the Board of Regents of Georgetown
University and the Board of Visitors of Georgetown University Law
Center.

In connection with his employment, Mr. O'Neil will receive an
inducement award in the form of (i) non-qualified stock options to
purchase 100,000 shares of WellCare's common stock and (ii) 50,000
restricted shares of WellCare common stock.

The non-qualified stock options will have a 10-year term and a per
share exercise price based on the closing price of WellCare common
stock on the date of grant.  The date of grant will be Mr.
O'Neil's start date, which is currently expected to be April 1,
2008.

Both the non-qualified stock options and the restricted shares of
common stock will vest in equal annual installments on each of the
first through fourth anniversaries of the grant date of the award.  
The inducement awards were approved by the Compensation Committee
of the Board of Directors of WellCare.  In accordance with the
rules of the New York Stock Exchange, the inducement award does
not require stockholder approval.

As reported in the Troubled Company Reporter on Jan. 28, 2008,
WellCare disclosed the departure of three of its top executives:

   1) Todd Farha, Chairman of the Board, Chief Executive
      Officer and President;

   2) Paul Behrens, Chief Financial Officer; and
  
   3) Thaddeus Bereday, General Counsel.  

Messrs. Farha, Behrens, and Bereday however agreed to assist in
an orderly transition to new management by remaining as non-
executive employees through March 31.  

Accordingly, the companys's Board of Directors appointed Charles
G. Berg as Executive Chairman and Heath Schiesser as
President and Chief Executive Officer, effective immediately,
saying that it is in the best long-term interest of the company to
provide new leadership.

                            Probe

October last year, federal and state agencies conducted a search
of the company's headquarters in Tampa, Florida.  WellCare
continues to cooperate with the U.S. Justice Department, the
Florida Attorney General's office, and the other agencies
involved in the investigation.  At the time of the search, the
U.S. Attorney stated, "The ongoing investigation does not
directly concern, nor should it have any impact upon, the
delivery of any healthcare service to any person."

The company believes that to date the investigations are
principally focused on the relationships of the company's Florida
health plans with the company's behavioral health subsidiary,
Harmony Behavioral Health, including the calculation by the
Florida plans of a behavioral health refund to the Florida
Medicaid agency and on the inter-company relationships between
the company's various health plans and other wholly owned
subsidiaries.

The company has not been advised, however, of the full scope of
the government's investigation, and the company does not know
whether the investigations may expand to other areas or the
extent to which such investigations might lead to fines,
penalties, operating restrictions or impacts on the company's
historical financial statements.

In addition, the company has received requests for information
from the Securities and Exchange Commission.  The company is
also responding to subpoenas issued by the State of Connecticut
Attorney General's Office involving transactions between the
company and its affiliated companies and their potential impact
on the costs of Connecticut's Medicaid program.

A special committee of the company's Board of Directors is
continuing its independent investigation into matters raised as
part of the ongoing government investigations.  While the
special committee has provided a preliminary report with
recommendations to the Board, the company is unable to
predict how long the special committee's investigation will take
or when it will complete its work.

The Special Committee has retained the law firm of Davis Polk &
Wardwell to advise and assist it in the conduct of the Special
Committee's independent investigation.

The TCR related on March 5, 2008, that WellCare won't be in a
position to file its Form 10-K for the year ended December 31,
2007, by the required filing date prescribed in Rule 12b-25 of the
General Rules and Regulations under the Securities Exchange Act of
1934, until an independent conducted by the special committee of
the company's board of directors is complete.  As a result of the
delay, WellCare expects to be subject to the New York Stock
Exchange's late filing procedures as they pertain to annual
reports.

WellCare also has been unable to file its Form 10-Q for the
quarter ended September 30, 2007.

                   About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services   
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  For the first nine months of 2007, the
company reported approximately $4.0 billion in total revenue.  As
of Sept. 30, 2007, shareholder's equity was $771 million and total
medical membership was approximately 1.4 million members.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on WellCare Health Plans Inc. to 'B+', and placed the
company on CreditWatch with negative implications, as a result of
the resignation of three of the company's top executives -- its
chief executive officer and president; its chief financial
officer, and its general counsel.

The TCR reported on Jan. 30, 2008, that Moody's Investors Service
downgraded the senior debt rating of WellCare to Ba2 following
announcement that WellCare's board of directors has accepted the
resignations of the company's top three executives.  The ratings
remain on review for possible further downgrade, Moody's said.


WELLCARE HEALTH: 10 Units File Health Reports with State Agencies
-----------------------------------------------------------------
Ten subsidiaries of WellCare Health Plans, Inc., filed on March 6,
2008, annual unaudited financial statements for the year ended
December 31, 2007 -- Health Annual Statements -- with state
regulatory authorities in each jurisdiction where the subsidiaries
were required to be filed as of March 1, 2008:

   * WellCare of Connecticut, Inc.;
   * WellCare of Louisiana, Inc.;
   * WellCare of Georgia, Inc.;
   * WellCare of Ohio, Inc.;
   * WellCare Health Insurance of Illinois, Inc.;
   * WellCare Prescription Insurance, Inc.;
   * WellCare Health Insurance of Arizona, Inc.;
   * WellCare Health Insurance of New York, Inc.;
   * WellCare of Texas, Inc.; and
   * WellCare of New Jersey, Inc.

As of March 6, WellCare has not filed a Health Annual Statement
for Harmony Health Plan of Illinois, Inc. which also was required
to be filed as of March 1, 2008.

WellCare is in discussions with the Illinois Department of
Insurance to pursue an extension for the filing and may be subject
to fines or other sanctions for the delay in filing, the company
said in a regulatory filing with the Securities and Exchange
Commission.

On October 24, 2007, several government agencies, under the
supervision of the United States Attorney's Office for the Middle
District of Florida executed a search warrant and served subpoenas
on the company and various related entities.  The Board of
Directors of the Company subsequently formed a special committee
of independent directors to conduct an independent investigation.  
Because to date, neither the company, nor any of its subsidiaries,
has been advised by the agencies as to the full scope of the
investigations, the Health Annual Statements are necessarily
subject to revision based upon the outcome of these
investigations, the company said.

In preparing the Health Annual Statements, the company has
considered information about the ongoing investigations known to
the company.  However, the information contained in the Health
Annual Statements may be subject to adjustment based on the
outcome of the pending investigations or as new information
becomes available.  The Health Annual Statements filed in each of
the states have been prepared in accordance with the requirements
of each state's law and have not been prepared in accordance with
accounting principles generally accepted in the United States.  
Additionally, the Health Annual Statements filed in each of the
states should not be considered, individually or in the aggregate,
as representative or indicative of the Company's results of
operations or financial condition on a consolidated GAAP basis.

Copies of the Health Annual Statements for each of the
subsidiaries can be accessed at the company's Web site at:

http://ir.wellcare.com/phoenix.zhtml?c=176521&p=irol-statfiling

                   About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services   
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  For the first nine months of 2007, the
company reported approximately $4.0 billion in total revenue.  As
of Sept. 30, 2007, shareholder's equity was $771 million and total
medical membership was approximately 1.4 million members.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on WellCare Health Plans Inc. to 'B+', and placed the
company on CreditWatch with negative implications, as a result of
the resignation of three of the company's top executives -- its
chief executive officer and president; its chief financial
officer, and its general counsel.

The TCR reported on Jan. 30, 2008, that Moody's Investors Service
downgraded the senior debt rating of WellCare to Ba2 following
announcement that WellCare's board of directors has accepted the
resignations of the company's top three executives.  The ratings
remain on review for possible further downgrade, Moody's said.


WICKES FURNITURE: Landlords Complain Over Erroneous Lease Notices
-----------------------------------------------------------------
A number of landlords to certain non-residential real property
leases operated by Wickes Furniture Company Inc. and its debtor-
affiliates have objected to the Debtors' intention to assume and
assign these unexpired leases.

The landlords include, among others:

   -- SNMark, LLC;
   -- DD McHenry Square LLC;
   -- SM Newco Downers Grove LLC;
   -- DCT-IL S Gary LLC;
   -- Shaco Inc.;
   -- Principal Bank;
   -- IAC 1200 Bryn Mawr LLC;
   -- Hastings Village Investment Company L.P.; and
   -- The Arba Group Inc.

The landlords argue that the Debtors' notices for the assumption
and assignment of these leases do not provide the basic and
meaningful information about the proposed treatment of the leases.  
Either the notices do not state the amount of cure payments due
under specific leases, the proposed timing of cure payments, or
the proper assignee of the lease.

The landlords tell the Court that given the lack of information
about the auction winner, the assignment of the leases, and the
proposed use of the premises provided to date, the landlords are
not in a position to make appropriate deliberations concerning the
Debtors' lease decisions at this time.

As reported in the Troubled Company Reporter on Feb. 12, 2008, Mr.
Richard V. Clausing, senior vice president and chief financial
officer of Wickes Furniture, told the Court that in order to
improve their liquidity position, the Debtors will sell:

   a) their inventory through the conduct of "going out of
      business" or store closing liquidation sale;

   b) some or all of their assets as a going concern; and

   c) certain select assets, such as their interest in
      intellectual property rights, non-residential real property
      leases or lease designation rights.

                      About Wickes Furniture

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.


WOLFE PLUMBING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wolfe Plumbing & Heating Inc.
        dba Wolfe Plumbing, Heating, Air Conditioning Inc.
        688 Route 17K
        Montgomery, NY 12549

Bankruptcy Case No.: 08-35439

Type of Business: The Debtor is a plumbing, heating and air
                  conditioning contractor.  See
                  http://www.wolfeplumbing.com/

Chapter 11 Petition Date: March 10, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Rosemarie E. Matera, Esq.
                     (law@kmpclaw.com)
                  Kurtzman Matera Gurock & Scuderi, LLP
                  2 Perlman Drive Suite 301
                  Spring Valley, NY 10977
                  Tel: (845) 352-8800
                  Fax: (845) 352-8865
                  http://www.kmpclaw.com/

Total Assets:  $676,886

Total Debts: $2,093,186

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
JDKS Corp (John Heilman)       $183,711
3 Keats Road
Middletown, NY 10941

N&S Supply of Fishkill         $180,271
205 Old Route 9
Fishkill, NY 12524

The Ral Supply Group, Inc.     $177,658
Northwest 5439
P.O. Box 1450
Minneapolis, MN 55485-5439

R.E. Michel Company, Inc.      $126,768

Idearc Media Corp.             $123,854

Ridgewood Corp.                $66,000

Berry Co.                      $50,147

Blake Equipment Co., Inc.      $43,691

Wells Fargo Card Services,     $42,859
Inc.

American Express (Delta)       $24,547

The Home Depot CRC/GECF        $15,833

Ron Hayward                    $14,774

Kahn, Hoffman & Hochman, LLP   $13,250

BBG&G Advertising, Inc.        $12,661

Nexstar                        $12,387

American Express               $10,846

Peerless Insurance Co.         $9,877

Yellow Book USA                $9,184

Warwick Valley Tel. Co.        $7,367

Lowe's Business Account        $6,890


WORNICK CO: Ad Hoc Committee, Sopakco Object Sale Bid Procedures
----------------------------------------------------------------
The Ad Hoc Committee of Certain Senior Secured Noteholders
and Sopakco Inc. object to The Wornick Company and its debtor-
affiliates' proposed bidding procedures for the sale of
substantially all of their assets to Viren Acquisition Corp.,
as stalking horse bidder.

Viren Acquisition is an entity controlled by DDJ Capital
Management, LLC, and DDJ Total Return Loan Fund, L.P., and an ad-
hoc group of noteholders who collectively hold more than 50% of
the principal amount of $125,000,000 in 10-7/8% Senior Secured
Notes due 2011 issued by the Debtors.

According to the objections, the bidding procedures will either
curb the number of interested bidders to participate in the public
sale or frustrate them.

The Ad Hoc Committee points out that the proposed bid procedures
required any bidders to make an opening bid of $9.25 million more
than the intended purchase price offered under the purchase asset
agreement, thus, discouraging any bidders to submit their offers.

Ad Hoc Committee said the bid procedures "are not tailored to
maximize value for the benefit of the debtors' estates," Bloomberg
News reports.

Furthermore, Sopakco asserts that the bid procedures contain
restrictive requirements to other interested parties.  The bid
procedures is unfair, Sopakco says.

Since 2006, Sopakco, a primary supplier of meal, ready to eat
products to the Department of Defense, has expressed its interest
in considering an acquisition of the Debtors' asset but denied.

                           Asset Sale

As reported in the Troubled Company Reporter on Feb. 21, 2008,
the Debtors asked Court in Cincinnati for permission to sell all
of their assets to Viren, subject to higher and better offers.

According to the Debtors, competing offers must be more than the
aggregate of the value of the sum of:

   -- $50,000,000, plus the amount the Debtors actually owe under
      their $35 million DIP Facility, plus the amount owed under
      their prepetition secured loan agreement still with the DDJ
      Entities, excluding a Make-Whole Premium and Redemption Fee
      payable under the Prepetition Facility;

   -- $4,000,000, the amount of the Excluded Portion payable under
      the Prepetition Facility;

   -- the aggregate amount of assumed liabilities; plus

   -- $2,250,000, the amount of the Break-Up Fee; plus

   -- $1,000,000, the maximum amount of the Expense Reimbursement;
      plus

   -- a $2,000,000 the Initial Overbid.

The first phase of the proposed sale would require the
solicitation of bids from Qualifying Bidders for either:

     (i) 100% of the equity of the reorganized Debtors to be
         acquired under a plan of reorganization, or

    (ii) all or substantially all of the property and assets of
         the Debtors' businesses.  

Assuming the Debtors received at least one Qualifying Bid, in
addition to the Purchase Agreement from the Purchaser, the second
phase would require a formal auction of the Debtors' businesses.
  
Bids are due on or before May 17, 2008.  The Auction Date is on or
before May 23, 2008.

The hearing to approve the Prevailing Bid will take place in
conjunction with the Plan confirmation hearing, which will not be
later than June 16, 2008.

                        About Wornick Company

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and   
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


WR GRACE: To Pay $250 Million for Cleanup of Asbestos in Montana
----------------------------------------------------------------
W.R. Grace has agreed to pay $250 million, the highest sum in the
history of the Superfund program, to reimburse the federal
government for the costs of the investigation and cleanup of
asbestos contamination in Libby, Montana, the Justice Department
and Environmental Protection Agency (EPA) said.

The action settles a bankruptcy claim brought by the federal
government to recover money for past and future costs of cleanup
of contaminated schools, homes and businesses in Libby.

The EPA has been removing asbestos-contaminated soils and other
materials in and near Libby since May 2000.  The federal
government filed suit against W.R. Grace in March 2001 to recover
its investigation and cleanup costs under the Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA),
commonly known as the "Superfund" law.  The lawsuit also named
Kootenai Development Corporation -- a W.R. Grace subsidiary -- as
a defendant due to its ownership of three contaminated properties
in Libby.

In 2003, the federal district court in Montana awarded EPA over
$54 million for cleanup costs incurred by EPA through Dec. 31,
2001.  That award has not been paid due to W.R. Grace's
bankruptcy.  [Tues]day's settlement resolves the 2003 judgment as
well as continuing cleanup costs EPA has incurred since Dec. 31,
2001 and will incur in the future. EPA will place the settlement
proceeds into a special account within the Superfund that will be
used to finance future cleanup work at the site.

W.R. Grace owned and operated a vermiculite mine and vermiculite
processing facilities in and near Libby from 1963 to 1990. The
vermiculite ore was contaminated with asbestos. Vermiculite and
asbestos have been found in various locations in and around Libby.

Asbestos, a recognized human carcinogen, is known to cause lung
cancer and mesothelioma, a lethal tumor of the lining of the chest
and abdominal cavities. Exposure to asbestos can also cause
asbestosis, a disease characterized by scarring of the lung.

W.R. Grace and 61 affiliated companies filed for bankruptcy in
April 2001.  In March 2003, EPA filed a bankruptcy claim against
the company to recover past and future cleanup costs. W.R. Grace
has corporate headquarters in Columbia, Md., and employees in
nearly 40 countries.  The company manufactures construction
chemicals, building materials and chemical additives, among other
things.

The settlement requires W.R. Grace to pay the $250 million within
30 days of bankruptcy court approval.  The settlement agreement
will be lodged in the U.S. Bankruptcy Court for the District of
Delaware and is subject to court approval after a 30-day public
comment period.

A copy of the settlement agreement is available at
http://ResearchArchives.com/t/s?2902

                      About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.


ZIFF DAVIS: Seeks Authority to Use Noteholders' Cash Collateral
---------------------------------------------------------------
Pursuant to Sections 105, 361, and 363 of the Bankruptcy Code and
Rules 4001 and 9014 of the Federal Rules of Bankruptcy Procedure,
Ziff Davis Media, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern of District of New York's
authority to:

    -- use their secured lenders' cash collateral not exceeding
       $5,000,000, promptly after a preliminary hearing on
       March 10, 2008;

    -- grant adequate protection to their secured lenders; and

    -- use, on a final basis, cash collateral pursuant to a
       Court-approved budget, after a final hearing to be held on
       March 24, 2008.

The Debtors' proposed bankruptcy counsel, Carey D. Schreiber,
Esq., at Winston & Strawn LLP, in New York, tells Bankruptcy
Court Judge Burton R. Lifland that the Debtors need to use cash
collateral to maintain their business operations and continue
their restructuring efforts.  The Debtors will use the cash
collateral to, among other things, pay insurance, wages, rent,
utility charges, and other critical operating expenses.

As of the bankruptcy filing date, the Debtors have only a limited
amount of unencumbered cash, which is not sufficient to fund their
business operations, and to pay present operating expenses.

The Debtors intend to use part of the proceeds from the sale of
one their three businesses -- the Enterprise Group -- which
netted the Debtors with $125,100,000.  However, the assets have
been pledged as collateral to U.S. Bank National Association, as
collateral trustee, and certain noteholders.

The Debtors owe U.S. Bank and certain noteholders, secured debt
consisting of:

   (a) $218,950,361 outstanding under senior secured floating
       rate notes due 2012, secured by substantially all of the
       company's assets, including the assets of Enterprise
       Group; and

   (b) $23,307,000 outstanding under additional secured notes due
       2012, secured by substantially all of the company's
       assets.

After the Debtors failed to pay interest payments due under the
Floating Rate Senior Secured Notes in November 2007, U.S. Bank
and holders of more than 80% in principal amount of the Notes
have since regulated the Debtors' use of proceeds from the
Enterprise Sale.  The cash collateral are kept at a special-
purpose, segregated, interest-bearing account at Merrill Lynch,
Pierce, Fenner & Smith Inc.

The Debtors and a noteholder group -- consisting of U.S. Bank
and holders of 80% of the Floating Rate Senior Secured Notes --
have agreed to the terms of the Debtors' use of the cash
collateral:

   * Budget

        The Debtors' management and financial advisors have
        formulated a six-month budget for the postpetition use of
        cash collateral, a copy of which is available for free
        at http://bankrupt.com/misc/Ziff_CashColl_Budget.pdf

        The Debtors also believe that the use of Cash Collateral
        in accordance with the Budget will provide them with
        adequate liquidity to pay administrative expenses as they
        become due and payable during the period covered by the
        Budget.

   * Term

        The Debtors' right to use Cash Collateral will commence
        on the date of the entry of the Interim Order and expire
        on the earlier of (a) the entry of a subsequent interim
        order, (b) the entry of the Final Order or (c) March 31,
        2008.

   * General Order No. 274

        The Debtors believe that there are no extraordinary
        provisions in the Interim Cash Order that are required to
        be disclosed pursuant to the Court's Guidelines for
        Financial Requests, which were adopted by General Order
        No. M-274, dated as of September 9, 2002.

Section 363(e) of the Bankruptcy Code provides that, upon request
of an entity that has an interest in cash collateral sought to be
used by a debtor, the Court will prohibit or condition the use
of cash collateral as is necessary to provide adequate
protection of the entity's interest.

As adequate protection from the diminution of the Noteholders'
cash collateral, the Debtors propose to:

     -- grant U.S. Bank, as collateral trustee, a perfected
        replacement security interest in and valid, binding,           
        enforceable and perfected liens on all Post-Petition
        Collateral, which liens and security interests will be
        subject only to a Carve Out for (i) fees to the
        Bankruptcy Clerk and the U.S. Trustee and (ii) up to
        $1,250,000 for professionals retained in the Chapter 11
        cases.  The term "Post-Petition Collateral" means all of
        each Debtor's assets with the exception of, among other
        things, proceeds from avoidance actions under Sections
        502(d), 544, 545, 547, 548, 549, 550 or 553 of the
        Bankruptcy Code;

     -- grant U.S. Bank an allowed superpriority administrative
        expense claim, which will have priority in the Chapter 11
        cases, and in any cases under Chapter 7 of the Bankruptcy
        Code;

     -- turn over certain proceeds realized from the Enterprise
        Sale to U.S. Bank, subject to the Debtors keeping
        $5,000,000 in the Segregated Account; and

     -- promptly pay the reasonable fees, costs and expenses of
        (a) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel
        to the Noteholder Group, and Houlihan Lokey Howard &
        Zukin, financial advisor to the Noteholder Group, and (b)
        U.S. Bank, including the reasonable fees and out-of-
        pocket expenses of its counsel, Faegre & Benson LLP, in
        accordance with the applicable indenture providing for
        the Senior Secured Notes.

The Debtors assert that the Prepetition Secured Lenders are
adequately protected by (i) the granting of replacement liens, to
the extent their prepetition security interests are perfected and
enforceable, (ii) the existence of an "equity cushion", and (iii)
the continuation of the Debtors' businesses.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated  
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  When Ziff Davis filed for
bankruptcy protection, it listed assets of between $100 million to
$500 million and debts of $500 million to $1 billion.  (Ziff Davis
Bankruptcy News, Issue No. 2, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Seeks April 21 Extension of Schedules Filing Deadline
-----------------------------------------------------------------
Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure would ordinarily require Ziff Davis
Media, Inc., and its debtor-affiliates to file their statements
of financial affairs, schedules of assets and liabilities,
schedules of current income and expenditures, and statements of
executory contracts and unexpired leases, 15 days after the
bankruptcy filing date.

By this motion, the Debtors ask the the U.S. Bankruptcy Court for
the Southern of District of New York to:

   (a) extend the time within which they are required to file
       their Statements and Schedules for an additional 30 days,
       to April 21, 2008, without prejudice to the Debtors'
       ability to request additional time should it become
       necessary; and

   (b) to the extent necessary, authorize the U.S. Trustee to
       schedule a meeting with creditors under Section 341 of the
       Bankruptcy Code, more than 40 days following the Petition
       Date -- notwithstanding Rule 2003(a) of the Federal Rules
       of Bankruptcy Procedure.

The Debtors have more than 3,000 creditors and other parties-in-
interest in their Chapter 11 proceedings, Carey D. Schreiber,
Esq., at Winston & Strawn LLP, in New York, the Debtors' proposed
counsel, states.  Given the size and complexity of the Debtors'
business operations, preparing their Statements and Schedules
accurately and with sufficient detail will require significant
attention from the Debtors' personnel and advisors.

Without an extension of time, the preparations would distract
attention from the Debtors' business operations at a critical
time when the business can ill afford any disturbance.

Moreover, creditors and other parties in interest will not be
harmed by the Debtors' proposed extension of the filing deadline,
because, even under the extended deadline, the Statements and
Schedules would be filed in advance of any planned bar date or
other significant event in the Debtors' bankruptcy cases.

Mr. Schreiber notes that Bankruptcy Rule 2003(a) provides that in
a Chapter 11 case, the United States Trustee will call a meeting
of creditors to be held no fewer than 20 -- and no more than 40
--days after the Petition Date.

The Debtors anticipate that the U.S. Trustee soon will schedule a
meeting of creditors required by Section 341 of the Bankruptcy
Code, which the U.S. Trustee may desire to call after the 40-day
period, Mr. Schreiber states.

To the extent necessary, and in an abundance of caution, the
Debtors ask the Court to authorize the U.S. Trustee to schedule
the Section 341 meeting after the 40-day deadline.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated  
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  When Ziff Davis filed for
bankruptcy protection, it listed assets of between $100 million to
$500 million and debts of $500 million to $1 billion.  (Ziff Davis
Bankruptcy News, Issue No. 2, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Seeks Permission to Pay Prepetition Wages & Benefits
----------------------------------------------------------------
As of the bankruptcy filing date, Ziff Davis Media, Inc., its
debtor-affiliates and their non-debtor affiliates employ roughly   
266 employees, of whom 258 are full-time employees, and roughly
eight are part-time employees.  Approximately 20 employees are
paid on an hourly basis, and 246 employees are paid salary.

None of the Employees are unionized, and none of the Debtors are
party to any collective bargaining agreements, Carey D.
Schreiber, Esq., at Winston & Strawn LLP, in New York, the
Debtors' proposed counsel, tells the Court.

The Employees' skills and their knowledge and understanding of
the Debtors' operations, customer relations, and infrastructure
are essential to the effective reorganization of the Debtors'
businesses, Mr. Schreiber notes.

To minimize the personal hardship that the Employees would suffer
if prepetition Employee-related obligations are not paid when
due, or as expected, and to maintain morale and stability in the
Debtors' workforce during this critical time, the Debtors, by
this Motion, seek the Court's authority to:

   -- pay pre-bankruptcy 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.

Mr. Schreiber relates that the Debtors incur payroll obligations
to the Employees, which are generally comprised of wages and
salaries, but may also include incentive bonuses awarded for
sales productivity and goal attainment.  Approximately 95% of the
Debtors' payroll is made by direct deposit through electronic
transfer of funds directly to Employees, with the other 5% of
Employees receiving checks.  On average, Mr. Schreiber tells the
Court, the Debtors have gross payroll expenses of approximately
$2,500,000 per month.

The Debtors outsource their payroll to a payroll services
company, ProBusiness Services Inc., which is also responsible for
paying all the withholdings and payroll taxes to the applicable
third parties.

The Debtors estimate that, as of the Petition Date, roughly
$290,000 in prepetition accrued wages, salaries, and other
compensation earned prior to the Petition Date remains unpaid.

The Debtors also seek the Court's permission to pay one Employee  
$11,028, notwithstanding that the amount is in excess of a
monthly cap for $10,950.

Under the new amendments to the Bankruptcy Code adopted on April
20, 2005, the claim amount for wages and salaries that is
entitled to priority under Section 507(a) of the Bankruptcy Code
was increased from $4,925 per employee to $10,000 per employee,
effective immediately upon enactment.  On April 1, 2007, the
amount was automatically adjusted to $10,950 pursuant to Section
104(b) of the Bankruptcy Code.

                  Deductions and Withholdings

During each applicable pay period, the Debtors routinely deduct
certain amounts from paychecks, including, without limitation,
(i) garnishments, child support, and similar deductions, and (ii)
other pre-tax and after-tax deductions payable pursuant to
certain Employee benefit plans of the Debtors.

The amount of the Deductions are subsequently forwarded by the
Debtors to the appropriate third-party recipients.  The Debtors
estimate that as of the Petition Date, approximately $15,000 in
Deductions have not been forwarded to the appropriate third-party
recipients, Mr. Schreiber discloses.

Moreover, the Debtors are required by law to withhold from an
Employee's wages amounts related to federal, state and local
income taxes, social security and Medicare taxes for remittance
to the appropriate federal, state, or local taxing authority.

According to Mr. Schreiber, the Withheld Amounts total about
$660,000 per month.  The Debtors estimate that as of the Petition
Date, less than $10,000 in Payroll Taxes have not been forwarded
to the appropriate Taxing Authorities.

                   Reimbursement of Expenses

Prior to the Petition Date and in the ordinary course of their
business, the Debtors reimbursed Employees for certain reasonable
and customary expenses incurred on behalf of the Debtors in the
scope of their employment, including  travel expenses for meals,
hotels and rental cars; business development expenses; automobile
gas mileage expenses and telephone expenses.  The Debtors
estimate that requests for reimbursement of prepetition expenses
will not exceed $25,000.

                 Prepetition Incentive Programs

To incentivize their Employees, and to maximize advertising sales
which constitute a significant portion of their revenue, the
Debtors offer their Employees certain bonuses:

   * A non-management sales incentive program, under which
     Employees can earn in addition to base salary, for a
     percentage of the revenue that the Debtors recognize
     generated by that Employee's sales of advertising for the
     Debtors' print publications or Web sites; and

   * An annual management incentive target bonus program
     available to management-level employees, which is designed
     to focus the attention of participants on results that are
     directly tied to the Debtors' performance, and to share in
     that success by providing financial rewards to selected
     individuals who make major contributions toward the Debtors'
     goals.

According to Mr. Schreiber, the Debtors' unpaid obligations under
the Non-Management Sales Incentive Program is for $100,000; and
an amount not exceeding $600,000 for the Annual Management
Incentive Program.

                       Employee Benefits

The Debtors offer the Employees the ability to participate in a
number of insurance and benefits programs, including:

   (a) Health Benefits

       The Debtors offer fully-insured and self-insured health
       insurance to their Employees for medical, dental and
       vision insurance coverage.  

   (b) Workers' Compensation
  
       The Debtors provide workers' compensation insurance for
       their Employees at the statutorily-required level for each
       state.  These benefits are currently provided for
       Employees through Chubb/Federal Insurance Company.  
       Mr. Schreiber notes that the Debtors did not incur any
       overall costs associated with the Workers' Compensation
       Programs in 2007.

   (c) Vacation, Sick Leave and Other Leaves of Absence
       
       The Debtors provide vacation time to their Full-Time
       Employees and part time employees working at least 20
       hours as a paid time-off benefit, which is generally
       determined by the Employee's length of employment.  The
       Debtors estimate that approximately $300,000 of earned but
       unused Vacation Time will have accrued as of the Petition
       Date, according to Mr. Schreiber.

   (d) Employee Savings and Retirement Plans
  
       Employees are automatically eligible to participate in the
       401(k) Plan, which allows for automatic pre-tax salary
       deductions of eligible compensation up to the limits set
       by the Internal Revenue Code.  The Debtors estimate that
       as of the Petition Date, they have paid all of the
       prepetition matching contributions owed pursuant to the
       401(k) Plan.

   (e) Additional Employee Benefits

       The Debtors provide Employees with primary life insurance,
       accidental death and dismemberment insurance, short and
       long-term disability benefits, and business accident
       insurance.  Mr. Schreiber says that as of the Petition
       Date, the Debtors do not owe any amounts with respect to
       the Additional Employee Benefits.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated  
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  When Ziff Davis filed for
bankruptcy protection, it listed assets of between $100 million to
$500 million and debts of $500 million to $1 billion.  (Ziff Davis
Bankruptcy News, Issue No. 2, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Wants Utility Companies Barred from Halting Services
----------------------------------------------------------------
In connection with the operation of the businesses of Ziff Davis
Media, Inc. and its debtor-affiliates, the Debtors obtain
electric, water, sewer, waste removal, telephone, Internet
and other similar utility services from 12 several utility
providers, through approximately 19 utility accounts.  The
Debtors' Utility Providers are:

   (1) 63 Madison Associates,
   (2) 365 Main,
   (3) AT&T,
   (4) Cogent Communications,
   (5) DoubleClick,
   (6) Good Technology, Inc.,
   (7) Hines 101 Second Street LP,
   (8) Limelight,
   (9) MCI Worldcom,
  (10) Skytel - MS
  (11) Sprint Data Service, and
  (12) Verizon-Trenton NJ.

The Debtors' proposed counsel, Carey D. Schreiber, Esq., at
Winston & Strawn LLP, in New York, tells the the U.S. Bankruptcy
Court for the Southern of District of New York that the Debtors
pay the Utility Providers, on average, approximately $244,237 per
month for services rendered.

"The Debtors believe they are generally current on utility
payments as of the Petition Date," Mr. Schreiber notes.

The Utility Providers service the Debtors' corporate headquarters
in New York, and a satellite office in San Francisco, California.

Preserving utility services on an uninterrupted basis is
essential to the Debtors' ongoing operations and, therefore, to
the success of their reorganization, Mr. Schreiber avers.  Any
interruption of utility services, even for a brief period of
time, would disrupt the Debtors' ability to operate and maintain
their portfolio of 16 Web sites, three magazines and direct
marketing services for their customers, and would thereby
negatively impact the Debtors' customer relationships, revenues
and profits.

It is, therefore, critical that the Debtors' utility services
continue uninterrupted during their chapter 11 cases,
Mr. Schreiber asserts.

Accordingly, the Debtors ask the Court to:

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

   (b) determine that their Utility Providers have been provided
       with adequate assurance of payment within the meaning of
       Section 366 of the Bankruptcy Code;

   (c) approve their proposed offer of adequate assurance and
       procedures whereby Utility Providers may request
       additional or different adequate assurance; and
                                                                     
   (d) establish procedures for the Utility Providers to object
       to the Debtors' proposed adequate assurance procedures.

The Debtors intend to pay postpetition obligations owed to the
Utility Providers in a timely manner, Mr. Schreiber informs Judge
Lifland.  

Hence, the Debtors propose to provide a deposit equal to two
weeks of utility service to any Utility Company that makes a
request in writing, provided that the Utility Company does not
hold a deposit equal to two weeks of service, and is not
currently paid in advance.

If any Utility Company believes additional assurance is required,
it may request assurance.  Upon the Debtors' receipt of any
Additional Assurance Request, the Debtors have the greater of 20
days from the receipt of the request or 30 days from the Petition
Date to negotiate with the Utility Provider to endeavor to
resolve that request.  The Debtors may resolve any Additional
Assurance Request by mutual agreement with the Utility Provider,
without further Court order, by providing the Utility Provider
with additional adequate assurance of future payment including
cash deposits, prepayments or other forms of security.  

If the Debtors determine that the Additional Assurance Request is
not reasonable and are not able to reach an alternative
resolution with the Utility Provider during the Resolution
Period, the Debtors, during or immediately after the Resolution
Period, will request a hearing before the Court to determine the
adequacy of assurances of payment.

Any Utility Provider that objects to the Debtors' Adequate
Assurance must file an objection so that it is actually received
by the notice parties no later than three business days before
the Court's final hearing.  All Utility Providers who do not
timely file a Procedure Objection are deemed to consent to, and
will be bound by, the Adequate Assurance Procedures.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated  
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  When Ziff Davis filed for
bankruptcy protection, it listed assets of between $100 million to
$500 million and debts of $500 million to $1 billion.  (Ziff Davis
Bankruptcy News, Issue No. 2, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


* S&P Downgrades 87 Tranches' Ratings From 15 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 87
tranches from 15 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 65 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on one 'AAA' rated tranche and removed it
from CreditWatch negative.  The ratings on 15 of the downgraded
tranches from three transactions remain on CreditWatch with
negative implications, indicating a significant likelihood of
further downgrades.
     
The downgraded tranches have a total issuance amount of $8.956
billion. Six of the 15 transactions are mezzanine structured
finance CDOs of asset-backed securities, which are CDOs of ABS
collateralized in large part by mezzanine tranches of residential
mortgage-backed securities and other SF securities.  Three of the
15 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 six
transactions are CDO of CDO transactions that were collateralized
at origination primarily by notes from other CDOs, as well as by
tranches from RMBS and other SF transactions.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,400 tranches from 573 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, 1,026 ratings from 261 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $197.602 billion of CDO issuance.  
Additionally, its ratings on $154.567 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
   -----------            -----      --            ----
Acacia CDO 11 Ltd.        A          BBB           AAA/Watch Neg
Acacia CDO 11 Ltd.        B          BB+           AA/Watch Neg
Acacia CDO 11 Ltd.        C          B+            A/Watch Neg       
Acacia CDO 11 Ltd.        D          B-            BBB/Watch Neg   
CAMBER 7 PLC              A-1        BBB           AAA/Watch Neg
CAMBER 7 PLC              A-2        B+            AAA/Watch Neg
CAMBER 7 PLC              A-3        B+            AAA/Watch Neg
CAMBER 7 PLC              B          B-            AA/Watch Neg  
CAMBER 7 PLC              C          CCC           A/Watch Neg
CAMBER 7 PLC              D          CC            BBB/Watch Neg
CAMBER 7 PLC              E          CC            BB+/Watch Neg
CAMBER 7 PLC              S          BBB+          AAA/Watch Neg
Charles River CDO I Ltd.  A-1A       AA            AAA
Charles River CDO I Ltd.  A-1B       AA            AAA
Charles River CDO I Ltd.  A-2F       BB+           AA
Charles River CDO I Ltd.  A-2V       BB+           AA
Charles River CDO I Ltd.  B-F        CCC-          BB+/Watch Neg
Charles River CDO I Ltd.  B-V        CCC-          BB+/Watch Neg
Charles River CDO I Ltd.  C          CC            B+/Watch Neg
Charles River CDO I Ltd.  Combo sec. CC            AAA
Class V Funding Ltd.      A2         AA-           AAA
Class V Funding Ltd.      B          BBB-          AA/Watch Neg
Class V Funding Ltd.      C          BB-           A/Watch Neg
Class V Funding Ltd.      D1         CC            BBB/Watch Neg
Class V Funding Ltd.      D2         CC            BBB/Watch Neg
Davenport CDO I Ltd.      ABCP       B/Watch Neg   A-1+/Watch Neg
Davenport CDO I Ltd.      Sp sr A-1  B/Watch Neg   AAA/Watch Neg
Davenport CDO I Ltd.      Sp sr A-2  B/Watch Neg   AAA/Watch Neg
Davenport CDO I Ltd.      Sp sr A-3  B/Watch Neg   AAA/Watch Neg
E*Trade ABS CDO III Ltd.  B          AA-           AA/Watch Neg
E*Trade ABS CDO III Ltd.  C          BB+           BBB/Watch Neg
E*Trade ABS CDO III Ltd.  Pref shrs  B             BB+/Watch Neg
E*Trade ABS CDO III Ltd.  Series I   B             BBB/Watch Neg
Nieuw hAArlem CDO Ltd.    A-1        B             AAA/Watch Neg
Nieuw hAArlem CDO Ltd.    A-2        CC            AAA/Watch Neg
Nieuw hAArlem CDO Ltd.    A-3        CC            AAA/Watch Neg
Nieuw hAArlem CDO Ltd.    B          CC            AA/Watch Neg
Nieuw hAArlem CDO Ltd.    C          CC            A/Watch Neg
Nieuw hAArlem CDO Ltd.    D          CC            BBB/Watch Neg
Robeco High Grade
CDO I Ltd.                A-2        B/Watch Neg   AAA/Watch Neg  
Robeco High Grade
CDO I Ltd.                A-3        B-/Watch Neg  AAA/Watch Neg
Robeco High Grade
CDO I Ltd.                A-4        CCC+/WatchNeg AA+/Watch Neg
Robeco High Grade
CDO I Ltd.                B          CCC-/WatchNeg A+/Watch Neg  
Robeco High Grade
CDO I Ltd.                C          CC            A-/Watch Neg   
Robeco High Grade
CDO I Ltd.                D          CC            BB/Watch Neg  
Sharps CDO II Ltd.        A-1        AA-/Watch Neg AAA/Watch Neg   
Sharps CDO II Ltd.        A-2        A-/Watch Neg  AAA/Watch Neg
Sharps CDO II Ltd.        A-3        BBB+/WatchNeg AA+/Watch Neg
Sharps CDO II Ltd.        B          BBB/Watch Neg AA-/Watch Neg
Sharps CDO II Ltd.        C          BB+/WatchNeg  BBB+/Watch Neg
Sharps CDO II Ltd.        D-1        BB-/Watch Neg BB+/Watch Neg
Sharps CDO II Ltd         D-2        B-/Watch Neg  B/Watch Neg   
Silver Elms CDO PLC       A-1a       CCC           AAA/Watch Neg
Silver Elms CDO PLC       A-1b       CCC           AAA/Watch Neg
Silver Elms CDO PLC       A-2        CCC-          AAA/Watch Neg
Silver Elms CDO PLC       A-3        CC            AAA/Watch Neg
Silver Elms CDO PLC       B          CC            AA/Watch Neg
Silver Elms CDO PLC       C          CC            A/Watch Neg
Silver Elms CDO PLC       D-1        CC            BBB/Watch Neg
Silver Elms CDO PLC       D-2        CC            BBB/Watch Neg
TAHOMA CDO III Ltd.       A-1        BB-           AAA/Watch Neg
TAHOMA CDO III Ltd.       A-2        CCC-          AAA/Watch Neg
TAHOMA CDO III Ltd.       B          CC            AA/Watch Neg  
TAHOMA CDO III Ltd.       C          CC            A/Watch Neg   
TAHOMA CDO III Ltd.       D          CC            BBB/Watch Neg
Tahoma CDO Ltd.           A-1A       BBB           AAA/Watch Neg  
Tahoma CDO Ltd.           A-1B       BBB-          AAA/Watch Neg
Tahoma CDO Ltd.           A-2        CCC           AA+/Watch Neg  
Tahoma CDO Ltd.           A-3        CC            BBB-/WatchNeg
Tahoma CDO Ltd.           B          CC            CCC-/Watch Neg
Tourmaline CDO II Ltd.    C          AA-           AA
Tourmaline CDO II Ltd.    D          A-            A/Watch Neg  
Tourmaline CDO II Ltd.    E          BB+           BBB/Watch Neg
Tricadia CDO 2006-7 Ltd.  A-1 funded CCC-          AAA/Watch Neg
Tricadia CDO 2006-7 Ltd.  A-1 unfd   CCC-          AAA/Watch Neg
Tricadia CDO 2006-7 Ltd.  A-2        CC            AA-/Watch Neg
Tricadia CDO 2006-7 Ltd.  A-X        BB            AAA/Watch Neg
Tricadia CDO 2006-7 Ltd.  B          CC            BBB/Watch Neg
Tricadia CDO 2006-7 Ltd.  C          CC            BB-/Watch Neg
Tricadia CDO 2006-7 Ltd.  D          CC            CCC+/Watch Neg
Tricadia CDO 2006-7 Ltd.  E          CC            CCC-/Watch Neg
West Trade Funding II
CDO Ltd.                  A-1        AAA           AAA/Watch Neg  
West Trade Funding II
CDO Ltd.                  A-2        CCC           AAA/Watch Neg
West Trade Funding II
CDO Ltd.                  A-3        CC            AAA/Watch Neg  
West Trade Funding II
CDO Ltd.                  A-4        CC            A+/Watch Neg   
West Trade Funding II
CDO Ltd.                  B          CC            BBB/Watch Neg
West Trade Funding II
CDO Ltd.                  C          CC            BB+/Watch Neg
West Trade Funding II
CDO Ltd.                  D          CC            CCC+/Watch Neg

                     Other Outstanding Ratings

           Transaction                    Class    Rating
           -----------                    -----    ------
           Class V Funding Ltd.           A1       AAA
           E*Trade ABS CDO III Ltd.       A1       AAA
           E*Trade ABS CDO III Ltd.       A2       AAA
           Robeco High Grade CDO I Ltd.   A-1      AAA/Watch Neg
           Tahoma CDO Ltd.                C        CC
           Tahoma CDO Ltd.                D        CC
           Tahoma CDO Ltd.                E        CC
           Tourmaline CDO II Ltd.         A        AAA
           Tourmaline CDO II Ltd.         B        AAA
           Tricadia CDO 2006-7 Ltd.       F        CC
           West Trade Funding II CDO Ltd. E        CC
           West Trade Funding II CDO Ltd. F        CC


* S&P Ratings on 95 Classes From 89 RMBS Deals Tumbles to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
95 classes from 89 residential mortgage-backed securities
transactions backed by U.S. closed-end second-lien mortgage
collateral.  Specifically, S&P lowered its ratings on class I-B-2
and class II-M-3 from Terwin Mortgage Trust 2006-8 to 'D' from
'CC'.  S&P also lowered its ratings on 85 classes from 80 deals to
'D' from 'CCC'.  Moreover, S&P lowered its rating on class B-2
from Terwin Mortgage Trust 2007-3SL to 'D' from 'B-'.   
Additionally, S&P lowered its ratings on five classes from five
deals to 'D' from 'B'.  Finally, S&P lowered its ratings on class
B-3 from Bear Stearns Mortgage Funding Trust 2007-SL2 to 'D' from
'B+' and class M-3 from Terwin Mortgage Trust 2007-1SL to 'D' from
'BB'.

The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in the
complete write-down of the overcollateralization (O/C) for these
deals.  Some of these transactions have already experienced a
complete write-down to the principal balance of other subordinate
classes over the past few months.  Consequently, the classes
experienced principal write-downs during the February 2008
remittance period.
     
As of the February 2008 distribution period, cumulative realized
losses ranged from 2.07% (American Home Mortgage Investment
Trust's series 2006-2) to 31.67% (Long Beach Mortgage Loan Trust's
series 2006-A) of the original principal balances, and total
delinquencies ranged from 9.47% (Terwin Mortgage Trust's series
2005-9HGS) to 40.52% (Fremont Home Loan Trust's series 2006-B)
of the current principal balances.  Seasoning for these
transactions ranges from 10 months (Home Equity Mortgage Trust's
series 2007-2) to 47 months (Terwin Mortgage Trust's series 2004-
4SL), and these transactions have outstanding pool factors ranging
from approximately 4.43% (Terwin Mortgage Trust's series 2004-4SL)
to 81.82% (Home Equity Mortgage Trust's series 2007-2).  If
delinquencies continue to translate into realized losses, S&P will
likely take further negative rating actions on these transactions.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral originally
consisted of 30-year, fixed-rate, closed-end second-lien mortgage
loans secured by one- to four-family residential properties.
    
                         Ratings Lowered
  
            ACE Securities Corp. Home Equity Loan Trust

                                              Rating
                                              ------
        Series       Class               To             From
        ------       -----               --             ----
        2006-SL3     M-8                 D              CCC
        2007-SL1     M-10                D              B

              American Home Mortgage Investment Trust

                                              Rating
                                              ------
        Series       Class               To             From
        ------       -----               --             ----
        2006-2       IV-M-7              D              CCC

               Bear Stearns Mortgage Funding Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SL1     M-3                 D              CCC
       2006-SL2     M-4                 D              CCC
       2006-SL3     M-4                 D              CCC
       2006-SL4     M-4                 D              CCC
       2006-SL5     M-6                 D              CCC
       2006-SL6     B-1                 D              CCC
       2007-SL1     B-2                 D              B
       2007-SL2     B-3                 D              B+

                              C-BASS

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SL1     B-3                 D              CCC

              CWABS Asset Backed Certificates Trust

                                            Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SPS1    M-5                 D              CCC

              CWABS Asset-Backed Certificates Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SPS2    M-7                 D              CCC

               First Franklin Mortgage Loan Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-FFA     M8                  D              CCC
       2006-FFB     M6                  D              CCC
       2007-FFA     B-1                 D              B

                     Fremont Home Loan Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-B       SL-M3               D              CCC

                      GSAA Home Equity Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-S1      I-M-7               D              CCC

                            GSAMP Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-S2      M-4                 D              CCC
       2006-S3      M-1                 D              CCC
       2006-S4      M-6                 D              CCC
       2006-S5      M-1                 D              CCC
       2006-S6      M-3                 D              CCC

     Home Equity Mortgage Loan Asset-Backed Trust, Series INDS

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-A       M-8                 D              CCC

                   Home Equity Mortgage Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-1       B-2                 D              CCC
       2005-4       M-9A                D              CCC
       2005-4       M-9F                D              CCC
       2005-5       M-8                 D              CCC
       2005-HF1     B-2                 D              CCC
       2006-1       M-9                 D              CCC
       2006-2       1M-7                D              CCC
       2006-3       M-6                 D              CCC
       2006-4       M-5                 D              CCC
       2006-5       M-5                 D              CCC
       2006-6       M-5                 D              CCC
       2007-2       B-1                 D              B

                 Long Beach Mortgage Loan Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-A       M-1                 D              CCC

                     MASTR Second Lien Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-1       M-6                 D              CCC
       2006-1       M-3                 D              CCC

              Merrill Lynch Mortgage Investors Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-NCB     B-5                 D              CCC
       2005-SL3     B-4                 D              CCC
       2006-SL1     B-4                 D              CCC
       2006-SL2     M-8                 D              CCC

                Morgan Stanley Mortgage Loan Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-8SL     B-3                 D              CCC
       2006-10SL    B-5                 D              CCC
       2006-4SL     B-4                 D              CCC

                 New Century Home Equity Loan Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-S1      M-2                 D              CCC

    Nomura Asset Acceptance Corporation, Alternative Loan Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-S1      B-2                 D              CCC
       2006-S2      M-6                 D              CCC
       2006-S3      M-6                 D              CCC
       2006-S4      B-1                 D              CCC
       2006-S5      M-4                 D              CCC
       2007-S1      M-8                 D              B

                       Ownit Mortgage Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-OT1     B-4                 D              CCC

                           SACO I Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-10      II-B-2              D              CCC
       2005-5       I-B-4               D              CCC
       2005-7       B-3                 D              CCC
       2005-9       B-3                 D              CCC
       2005-WM2     B-2                 D              CCC
       2005-WM3     B-2                 D              CCC
       2006-10      B-1                 D              CCC
       2006-2       I-B-3               D              CCC
       2006-2       II-B-1              D              CCC
       2006-3       M-6                 D              CCC
       2006-4       M-6                 D              CCC
       2006-5       I-B-1               D              CCC
       2006-5       II-M-5              D              CCC
       2006-6       M-4                 D              CCC
       2006-7       M-4                 D              CCC
       2006-9       B-2                 D              CCC

               Structured Asset Securities Corporation

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2004-S4      B2                  D              CCC
       2005-S1      B2                  D              CCC

     Structured Asset Securities Corporation Mortgage Loan Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-S5      M8                  D              CCC
       2005-S6      B2                  D              CCC
       2006-S1      M7                  D              CCC
       2006-S3      M8                  D              CCC

                        Terwin Mortgage Trust

                                             Rating
                                             ------
       Series       Class               To             From
       ------       -----               --             ----
       2004-10SL    B-3                 D              CCC
       2004-4SL     B-3                 D              CCC
       2005-11      I-B-5               D              CCC
       2005-11      II-B-3              D              CCC
       2005-13SL    B-4                 D              CCC
       2005-3SL     B-5                 D              CCC
       2005-9HGS    B-5                 D              CCC
       2006-1       II-B-2              D              CCC
       2006-10SL    M-3                 D              CCC
       2006-12SL    M-3                 D              CCC
       2006-4SL     B-2                 D              CCC
       2006-6       I-B-2               D              CCC
       2006-6       II-M-3              D              CCC
       2006-8       I-B-2               D              CC
       2006-8       II-M-3              D              CC
       2006-HF-1    B-4                 D              CCC
       2007-1SL     M-3                 D              BB
       2007-3SL     B-2                 D              B-


* Fitch Says Student Loan Trust Still Resilient Despite Disruption
------------------------------------------------------------------
Continued disruption in the auction-rate market has resulted in a
historic number of auction failures causing a number of U.S. ABS
trusts containing auction-rate paper to hit their available funds
caps for prolonged periods of time.  Despite this protracted
dislocation, student loan ABS trusts with auction-rate debt
continue to demonstrate resilience to the penalty rates caused by
these failed auctions, according to Fitch Ratings.  As a result,
Fitch does not anticipate any near term ratings actions on these
trusts based solely upon such increased debt costs.

A number of factors are contributing to the limited impact on
rating performance:

  -- Structural provisions:
Available funds caps, average yield caps, performance triggers,
diversification of debt and other credit enhancement within the
structures all work in conjunction to limit investor exposure to
market volatility.

  -- Seasoning and parity ratios:
A majority of the transactions with substantial exposure to
auction-rate debt are well seasoned with the ratio of assets to
liabilities, or parity, in excess of 100%.

  -- Expiration of available funds cap waivers:
Originally incorporated for short term relief of accrual of carry
over interest, expiration will allow deal to return to original
structural provisions in most cases reducing the failed auction-
rate.

  -- Collateral composition and performance:
The majority of auction transactions are backed by student loans
originated under the Federal Family Education Loan Program which
carry guarantee by the U.S. Federal Government for at least a 97%
on defaulted principal and interest.  Fitch anticipates
performance within the FFELP product line to remain stable in
2008.

While Fitch has observed a decline in the parity ratio in a number
of trusts over the past few months, that decline can be attributed
in most cases to the existing of the available funds cap waivers
which resulted in principal receipts being used to pay interest on
the debt.  'During our review of these trusts throughout the
waiver process, the majority were well seasoned with parity ratios
in excess of 100%,' said Gary Santo, Managing Director.  'With
their waivers expiring, these trusts should be in a better
position to weather these choppy markets.'

Fitch will issue a special report in the coming weeks that will
include more detailed discussion on the strength of underlying
collateral performance, as well as include more in-depth trust
analysis.

Fitch plans to issue separate press releases on U.S. municipal
issuer and managed funds exposure to ARS later this week.


* Banks Still Cautious on Hedge Fund Debts Despite U.S. Backing
---------------------------------------------------------------
Bank lenders continue to demand additional collateral on debts
extended to hedge funds despite backing by the United States, Tom
Cahill and Katherine Burton of Bloomberg News relate.

Bloomberg notes that six hedge funds with an aggregate value of
$5.4 billion have already been forced to dispose of their assets
since mid-February 2008.  According to Bloomberg, lenders have
written off $190 billion, increased debt rates up to 10 times, and
asked for "extra collateral" for loans blaming the crisis in the
subprime-mortage sector.

Banks have started to take precaution with "the world's safest
securities" -- Treasuries -- as bond markets suffer price
instability, Bloomberg says.

Alex Allen, chief investment officer at Eddington Capital
Management Ltd. in London, commented that a leveraged company is
"stuffed," Bloomberg reports.  It's a reverse bank panic where
banks, instead of depositors, are fretting about their funds,
Bloomberg quotes Mr. Allen as saying.

Bloomberg recalls that Russia defaulted on its loan in 1998
causing the U.S. Federal Reserve to force financial institutions
to get a $3.6 billion rescue fund for Long-Term Capital Management
LP in Connecticut.  Bloomberg adds that the present crisis
affecting the $1.9 billion hedge fund industry "is the worst"
saying hedge funds are pushed to liquidate their assets and
eventually dissolve upon missed margin calls.

Mr. Allen, according to Bloomberg, projected that more hedge funds  
are going to be liquidated in the coming weeks.


* Kilpatrick's Subprime Team Adds White Collar Crime Lawyers
------------------------------------------------------------
The Subprime and Credit Markets Litigation Team of Kilpatrick
Stockton LLP has expanded to include lawyers from the firm's
Special Investigations & White Collar Crime Team including partner
Scott Marrah, Esq. and other experienced, high-profile partners in
Atlanta, New York, Washington, DC and North Carolina.

Mr. Marrah chairs the firm's Special Investigations & White Collar
Crime Team and joined the firm last year after serving as an
Assistant U.S. Attorney for the Southern District of New York.

"The complex challenges that subprime matters present require a
team of lawyers with substantial experience in an array of legal
disciplines who work together effectively across offices and
traditional practice group lines," said partner Mike Crisp, the
leader of the firm's complex business litigation practice.

In 2007, to enhance Kilpatrick Stockton's service to clients
dealing with litigation arising out of the subprime and credit
markets crisis, the firm brought together lawyers from across all
U.S. offices and relevant practice groups to form an
interdisciplinary team tailored to solve subprime legal problems.  
Prior to forming the team, the firm was already representing many
well-known companies in subprime related matters.  The Subprime
and Credit Markets Litigation Team currently represents clients in
class actions, bankruptcy proceedings, insurance coverage cases,
securities fraud cases, accounting negligence cases, and breach of
contract disputes that arise directly out of the subprime and
general credit crisis.

"Kilpatrick Stockton was on the front lines of the early legal
battles in this area and from that vantage point we saw a need to
expand the group to include participation by lawyers with criminal
and internal investigation experience. Scott and his team give us
that capability in spades," added Mr. Crisp.  "Even in civil
cases, the expanded team will provide a unique and valuable
perspective on the risks our corporate clients may face as the
litigation and criminal investigations surrounding the credit
crisis continue to rapidly expand."

Although the Special Investigations & White Collar Crime Team will
work closely on a daily basis with the Subprime and Credit Markets
Litigation Team, it will remain a separate practice group in order
to continue serving its own growing client base and their specific
needs.

                    About Kilpatrick Stockton

Kilpatrick Stockton LLP -- http://www.kilpatrickstockton.com/--  
is a full-service international law firm with more than 500
attorneys in nine offices across the globe: Atlanta and Augusta,
Georgia; Charlotte, Raleigh and Winston-Salem, North Carolina; New
York City; Washington, D.C.; London, England; and Stockholm,
Sweden.

Kilpatrick Stockton's delivery of innovative business solutions
provides results-oriented counsel for corporations, from the
challenging demands of financial transactions and securities to
the disciplines of intellectual property management.  
Collaboration among Kilpatrick Stockton's corporate, litigation
and intellectual property attorneys provides knowledgeable and
proactive guidance for companies at every stage of the business
life cycle.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***