TCR_Public/080313.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 13, 2008, Vol. 12, No. 62

                             Headlines

A&B CHECK CASHING: Trustee Says Bank Not Entitled to $5MM Claim
ABITIBI-CONSOLIDATED: Fitch Chips ID Rating to CC from CCC
ACURA PHARMACEUTICALS: Names Richard Markham as Board Chairman
ALTIVITY PACKAGING: Closes $1.75 Bil. Deal With Graphic Packaging
ALTIVITY PACKAGING: S&P Withdraws Ratings on Merger With Graphic

AMERICAN AXLE: To Continue Labor Negotiations with UAW Today
AMERICAN LAFRANCE: Court Enters Revised Order on Asset Sale
AMERICAN LAFRANCE: Panel Wants to Hire FTI as Financial Advisor
AMERICAN LAFRANCE: Panel Wants to Hire Pepper Hamilton as Counsel
AMERICAN LAFRANCE: Seeks Approval of Premier Logistics Settlement

AMERICHIP INT'L: Jewett Schwartz Expresses Going Concern Doubt
APRIA HEALTHCARE: Earns $25 Million in 4th Quarter Ended Dec. 31
AQUATIC CELLULOSE: Peterson Sullivan Expresses Going Concern Doubt
AQUILA INC: Posts $5.4 Million Net Loss in Year Ended Dec. 31
AVENSYS CORP: Inks Asset Purchase Deal with Willer Engineering  

AXCAN PHARMA: Completes Shares Buyout Deal with TPG Capital Unit
BAYER PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Fitch Affirms 'B-' Rating on $2.7MM Class N Certs.
BOISE CASCADE: S&P Chips Rating to 'BB-' on $1.63 Billion Sale
BONTEN MEDIA: S&P Pares Rating on Bank Loan Facilities to 'B+'

BOSTON HILL: Section 341(a) Meeting Scheduled for March 12
BOSTON HILL: Asks Court to Approve Munroe & Chew as Counsel
CAMPBELL ROOFING: Case Summary & 20 Largest Unsecured Creditors
CAPRI CONDOMINIUMS: Court Okays Use of Bank's Cash Collateral
CAPRI CONDOMINIUMS: Gets Court Nod to Assume Executory Contracts

CAPRI CONDOMINIUM: Taps GrayRobinson as Bankruptcy Counsel
CARBON CAPITAL: S&P Puts Two Classes' Low-B Ratings on Neg. Watch
CARLYLE CAPITAL: Lenders Snub Proposed Standstill Agreement
CARLYLE CAPITAL: CEO Sees "Three-Leg" Downward Move in Market
CATHOLIC CHURCH: Court OKs Special Arbitrator in Davenport's Case

CATHOLIC CHURCH: Fairbanks' Creditors to Meet on April 9
CATHOLIC CHURCH: Court Approves Filing of Documents Under Seal
CEMA CONSTRUCTION: NY Court Certifies Workers' Class Action
CENTERSTAGING MUSICAL: Files for Bankruptcy in California
CGP INC: Court Approves Hiring of Cohen, Pollock as Attorneys

CHAMPION ENTERPRISES: Reorganization Cues Bobby Williams Departure
CHARTER COMMUNICATIONS: Names Eloise Schmitz as Interim CFO
CHASE COMMERCIAL: Fitch Affirms 'B' Rating on $5.9MM Certificates
CHENIERE ENERGY: Dec. 31 Balance Sheet Upside-Down by $302 Million
CHINA DIGITAL: Zhong Yi Expresses Going Concern Doubt

CHRYSLER LLC: Increases Purchases from Minority Suppliers in 2007
CINEMARK HOLDINGS: Paying $0.18/Share Cash Dividend on March 14
COMMERCIAL CASUALTY: To Be Owned by Berkshire After Stake Swap
COMMERCIAL CASUALTY: A.M. Best Puts 'bb-' IC Rating Under Review
COMSTOCK HOMEBUILDING: Extends Discount Option on $30M Notes

COMVERSE TECH: S&P Chips Corporate Credit Rating to 'B+' From BB-
DANIEL WEBSTER: Moody's Retains 'B1' Rating on 1999 and 2001 Bonds
DAVITA INC: Richard K. Whitney Returns as Chief Financial Officer
DELPHI CORP: Closes Interiors & Closures Biz Sale to Renco Group
DELTA AIR: Disbands Merger Advisers, Stresses "Stand-Alone Plan"

DIABLO GRANDE: Blames Bankruptcy Filing on Housing Market Slump
DOMINION HOMES: PwC Raises Substantial Going Concern Doubt
DURA AUTOMOTIVE: Tax Advisor Seeks $962,541 in Fees for January
FARIBAULT HOUSING: Moody's Cuts Rating on Refunding Bonds to 'Ba1'
FOAMEX INTERNATIONAL: BoNY Can Collect Post-Maturity Interest

FORTUNOFF: Closes Sale of Assets to NRDC Equity for $110,000,000
FORTUNOFF: Names Charles Chinni as New Chairman and CEO
FRIPP GROUP: Case Summary & Two Largest Unsecured Creditors
FULTON LAND: Voluntary Chapter 11 Case Summary
GAP INC: Tom Wyatt Sits as Acting President of Old Navy Brand

GENCORP INC: S&P Retains 'B+' Rating; Changes Outlook to Negative
GENERAL MOTORS: Won't Meddle in AAM & UAW Labor Dispute, COO Says
GEORGIA SOD: Seeks Court Approval to Hire Levine Block as Counsel
GRAPHIC PACKAGING: Completes Merger Deal With Altivity Packaging
GRAPHIC PACKAGING: S&P Assigns 'BB-' Rating on $1.2B Term Loan C

GREYSTONE CUSTOM: Case Summary & 20 Largest Unsecured Creditors
GS MORTGAGE: Fitch Holds Low-B Ratings on Five Certificate Classes
GTC BIOTHERAPEUTICS: PwC Raises Going Concern Doubt
HAMLIN PROPERTIES: Has Court Nod in Using PAMI's Cash Collateral
HOVNANIAN ENTERPRISES: Has $169MM Pre-Tax Loss for 1st Qtr. 2008

HOVNANIAN ENTERPRISES: Lenders Reduce Loan Commitment to $900MM
IL PICCO: Case Summary & 14 Largest Unsecured Creditors
INDALEX HOLDING: Moody's Junks Corporate Family Rating
INDYMAC BANCORP: Sees Lower than Expected First Quarter Results
INFOUSA INC: Moody's to Review 'Ba3' Rating on 10K Filing Delay

INFOUSA INC: 10K Filing Delay Prompts S&P's Negative Watch Listing
INGEAR CORP: Gets Interim Court Nod on $10 Million DIP Financing
INPHONIC INC: Wants Exclusive Plan Filing Period Moved to Sept. 3
INTERFACE INC: Earns $20.3 Million in Fourth Quarter Ended Dec. 30
ION MEDIA: Completes Reverse Stock Split for Class A & B Stock

JEFFERSON COUNTY: SEC Investigates Former Finance Official
KAYDON CORP: Earns $22.7 Million in Fourth Quarter Ended Dec. 31
KB HOME: Exits 3 Small Markets Due to Housing Slump
KENDLE INT'L: Earns $6.4 Million in Fourth Quarter Ended Dec. 31
LA PALOMA: Moody's Reviews Low-B Ratings for Possible Downgrades

LAKELAND COMMERCIAL: Files Schedules of Assets and Liabilities
LEINER HEALTH: Gets Initial OK to Access $74 Million DIP Facility
LEINER HEALTH: Chapter 11 Filing Spurs Moody's Rating Downgrades
LIFEPOINT HOSPITALS: Names Gregory T. Bier as Board Director
LILLIAN VERNON: U.S. Trustee Appoints Seven-Member Creditors Panel

LILLIAN VERNON: Wants Until April 20 to File Schedules
LOUISIANA RIVERBOAT: Files for Bankruptcy Amidst Contract Battle
LOUISIANA RIVERBOAT: Voluntary Chapter 11 Case Summary
LSP ENERGY: Moody's Holds 'B1' Rating; Changes Outlook to Negative
MAGELLAN HEALTH: Earnings Rise to $31MM in Qtr. Ended December 31

MANCHESTER INC: Taps Wells Fargo Trumbull as Claims Agent
MANITOWOC CO: Earns $99 Million in Quarter Ended December 31
MEDICAL SAVINGS: A.M. Best Cuts FS Rating to B-(Fair) from B(Fair)
MUSICLAND HOLDING: Parties Seek to Pursue Action Against Best Buy
MUSICLAND HOLDING: Truesdell Inks Pacts with Preference Defendants

MUSICLAND HOLDING: Truesdell Intends to Lump Tax Claim Objections
MUSICLAND HOLDING: Hob-Lob Wants $1.2 Million Admin. Claim Paid
NASH FINCH: Must Pay $6.75 Million Class Action Settlement
NATIONSLINK FUNDING: Fitch Holds 'BB' Rating on $6.6 Mil. Certs.
NATIONWIDE INDEMNITY: A.M. Best Holds 'bb-' Issuer Credit Rating

NETBANK INC: Wants Until March 20 to File Chapter 11 Plan
NORTHWEST AIRLINES: Resumes Talks with Delta After Brief Impasse
NRG ENERGY: S&P Gives Positive Outlook on 'B+' Corporate Rating
NV BROADCASTING: S&P Changes Ratings on $215 Mil. Loan Facilities
ON SEMICONDUCTOR: Board of Directors Elects Fran Barton as Member

PARKIN BROADCASTING: S&P Alters Rating on $45 Mil. Loan Facilities
PILGRIM'S PRIDE: To Close Chicken Processing Centers to Cut Losses
PPM AMERICA: Moody's Slashes Rating on $17.85 Mil. Notes to 'Ca'
PRINCETON SKI: Has Until May 2 to File Chapter 11 Plan
PSYCHIATRIC SOLUTIONS: Earns $23 Million in Quarter Ended Dec. 31

PUNTO APARTE/CIMA: Case Summary & 19 Largest Unsecured Creditors
QUEBECOR WORLD: Lindenmeyr Objects to Reclamation Procedures
QUEBECOR WORLD: Catalyst Pulp Replaces IPC as Committee Member
QUEBECOR WORLD: Suspends Payment of Preferred Dividends
REAL MEX: S&P Junks Rating From B- on Possible Covenant Violations

REGAL ENTERTAINMENT: Moody's Keeps 'Ba3' Ratings on Notes Offering
SCOTTISH RE: Shift in Strategic Focus Prompts Moody's Rating Cuts
SMITH HOTEL: Case Summary & Four Largest Unsecured Creditors
SOUTHERN UNION: Elects Michal Barzuza to Board of Directors
STONECAST WALLS: Voluntary Chapter 11 Case Summary

SUMMIT GLOBAL: May Hire Holland as Independent Board's Counsel
SUMMIT GLOBAL: Wants to Hire Gordian as Investment Bankers
TERISA SYSTEMS: Bankruptcy Follows Pact on $2 Mil. Add'l Capital
TERISA SYSTEMS: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: Fitch Slashes Note Rating to C from F1+

UNIVISION COMMS: Fitch Publishes Review on Recovery Ratings
VALERO ENERGY: U.S. Economic Slowdown Spurs Refineries Sale Plans
WHITE MOUNTAINS: Signs Exchange Agreement with Berkshire Hathaway
WHITE MOUNTAINS: A.M. Best Ratings Unchanged After Berkshire Deal
WILLIAM FRANKLIN: Case Summary & 15 Largest Unsecured Creditors

WILLOW PARK: Case Summary & 20 Largest Unsecured Creditors
ZIFF DAVIS: Seeks Authority to Hire Winston & Strawn as Counsel

* Moody's Discusses Outlook on 2008 Trust Preferred Securities
* Moody's Includes Alt-A Sector in RMBS Transactions Review
* S&P Slashes Ratings on 14 Tranches From Four Cash Flows and CDOs
* S&P Places 76 Ratings From 10 REIT CDO Deals on Negative Watch
* High Fuel Prices Prompt S&P's Review of Airline Rating Outlooks

* Fitch Updates Global Rating Criteria on Catastrophe Bonds

* Marty Dickens Named Board Chairman of Harpeth Companies

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

                             *********

A&B CHECK CASHING: Trustee Says Bank Not Entitled to $5MM Claim
---------------------------------------------------------------
Zvi Guttman, the trustee appointed in A&B Check Cashing's Chapter
11 liquidation case, will try to block a $5 million claim filed by
Carrollton Bank, Rachel Sams of the Baltimore Business Journal
reports.

Mr. Guttman said that Carrollton Bank is not entitled to the
amount, since the bank ceased honoring A&B's checks just before
the Debtor filed for bankruptcy, relates the Journal.  The trustee
will file an adversary proceeding to recover the amount.

Baltimore banks have alleged that they lost around $14 million
from the Debtor's check kiting schemes.

Baltimore, Maryland-based A&B Check Cashing filed for Chapter 11
protection in June 2006, and was ordered by state regulators to
shut down its business amidst fraud allegations.  Zvi Guttman was
appointed as the Chapter 11 trustee by the Honorable Nancy Alquist
of the U.S. Bankruptcy Court for the District of Maryland to
overlook the liquidation of the Debtor's assets.  Mr. Guttman
since has sold several A&B locations to various buyers.

Subsequent to the bankruptcy filing in June 2006, the Debtor's co-
owner Alec Satisky committed suicide.


ABITIBI-CONSOLIDATED: Fitch Chips ID Rating to CC from CCC
----------------------------------------------------------
Fitch Ratings has downgraded the debt of Abitibi-Consolidated
Inc., a subsidiary of AbitibiBowater Inc., as:

  -- Issuer Default Rating to 'CC' from 'CCC';
  -- Senior unsecured debt to 'CC/RR4 from 'CCC/RR4';
  -- Secured revolver to 'CCC-/RR3' from 'CCC+/RR3'.

The ratings remain on Rating Watch Negative.

This rating action responds to the likelihood of a restricted
default/default in one or more series of ACI's securities
imminently approaching maturity and the likelihood that holders of
those securities, in order to avoid default, will have to accept a
package of notes carrying a 15% coupon and a cash payment, the
combined value of which is less than the principal redemption of
the securities.  ACI has coming due $196 million of 6.95% notes on
April 1, 2008, $150 million of 5.25% notes on June 20, 2008 and
$150 million of 7.875% notes on Aug. 1, 2009.  ACI is offering, as
part of a broad refinancing plan, a package of cash and new senior
unsecured notes due in 2010 to accepting bondholders in lieu of a
cash redemption.  Given the highly discounted market value of
ACI's debt, it is unlikely that the value of the offered package
equals the par value of the existing notes, resulting in a loss
for bondholders that is tantamount to a partial default.

Fitch notes that the exchange could ultimately benefit ACI and its
parent, but Fitch also believes that a substantial sum of
additional finance at the ACI level needs to be accomplished in
what are still difficult financial markets.

The ratings of parent AbitibiBowater Inc., Bowater Inc. and
Bowater Canadian Forest Products Inc. remain unchanged and on
Watch Negative:

AbitibiBowater Inc.
  -- IDR 'CCC'.

Bowater Incorporated
  -- IDR 'CCC';
  -- Senior unsecured debt 'CCC/RR4';
  -- Secured revolver 'B/RR1'.

Bowater Canadian Forest Products Inc.
  -- IDR 'CCC';
  -- Senior unsecured debt 'B-/RR2';
  -- Secured revolver 'B/RR1'.

AbitibiBowater Inc. is the largest newsprint producer in North
America, around 5.7 million tonnes annually, and a major producer
of supercalendered and specialty papers, light-weight coated
papers, pulp and lumber.


ACURA PHARMACEUTICALS: Names Richard Markham as Board Chairman
--------------------------------------------------------------
Acura Pharmaceuticals Inc. appointed Richard Markham to serve as
non-executive chairman of the the company's board of directors.  
Mr. Markham has been a member of the company's board since May
2006.  

The company disclosed that its president and chief executive
officer Andy Reddick began a leave of absence for health reasons
for an as-yet undetermined period.  Mr. Reddick will continue to
serve as a member of the company's board of directors.  

Since November 2004, Mr. Markham has served as a partner at Care
Capital LLC, a venture capital firm that primarily invests in life
sciences companies.  From May 2002 until August 2004, Mr. Markham
was the vice chairman of the management board and chief operating
officer of Aventis S.A.  From December, 1999 until May 2002, he
was the chief executive officer of Aventis Pharma AG.

He was the chief executive officer of Hoechst Marion Roussel, the
president and chief operating officer of Marion Merrell Dow Inc.
and a member of its board of directors.  From 1973 to 1993
Mr. Markham was associated with Merck & Co. Inc., culminating in
his position as President and chief operating officer.

The company's board of directors, management and staff all wish
Mr. Reddick a full and speedy recovery and look forward to his
return as soon as possible.

                   About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals Inc.
(OTC BB: ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative Aversion(R)(abuse deterrent) Technology
and related product candidates.

                      Going Concern Doubt

BDO Seidman LLP in Chicago, expressed substantial doubt about
Acura Pharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

At Sept. 30, 2007, the company had cash and cash equivalents of
$12.0 million, working capital of $13.1 million, and an
accumulated deficit of $331.1 million.  Historically, the company
has incurred significant losses.


ALTIVITY PACKAGING: Closes $1.75 Bil. Deal With Graphic Packaging
-----------------------------------------------------------------
Graphic Packaging Holding Company completed its combination of
Graphic Packaging Corporation and Altivity Packaging LLC.

The common stock of Graphic Packaging Holding Corporation will
trade on the New York stock exchange under the ticker symbol
"GPK".  The new company's headquarters are located in Marietta,
Georgia but a significant presence will be retained in Chicago,
where Altivity maintained its headquarters.

"I am very excited to have closed the transaction that we
announced in July 2007, and to begin the implementation of the
integration plan which will enable us to achieve the $90 million
in annual gross synergies we identified at the beginning of this
process," David W. Scheible, president and chief executive officer
of Graphic Packaging Holding Company, said.  "The integration
teams are already in place and at work."

"Although we will be required to divest two coated-recycled board
mills, we expect that these divestitures will have an immaterial
impact on EBITDA and no impact on our ability to achieve the
$90 million in synergies by 2012 with two-thirds of this being
realized by 2010," Mr. Scheible added.

The combination of Graphic Packaging and Altivity creates a
company with pro-forma 2007 revenues of over $4.4 billion and pro-
forma 2007 adjusted EBITDA of approximately $553 million.  Such
pro-forma 2007 adjusted EBITDA reflects an adjustment for one-
time, non-recurring Altivity charges of approximately $30 million.   
Graphic Packaging achieved approximately $46 million of cost
savings in 2007 with top line growth of approximately 4.3%.   
Altivity achieved over $50 million of standalone cost reductions,
while growing its top line by almost 3%.  The new company will be
led by a combined management team with a strong track record of
successfully integrating businesses and achieving performance
targets.

"I am very encouraged by the 2007 results of both companies as it
gives us a solid base from which to build," Mr. Scheible stated.   
"We are confident that we can achieve not only the synergies
arising from the combination, but also on-going operational cost
reductions."

"This transaction creates an attractive combination of our
packaging strengths and high quality assets," Mr. Scheible
continued.  "It increases customer diversification, strengthens
our market position, and achieves better operational and financial
results through economies of scale and operating efficiencies."

In their company profile found in google finance, it stated that
the merger is valued at $1.75 billion.

                       About Graphic Packaging

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- http://www.graphicpackaging.com/-- is a provides   
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America, Europe and Asia-Pacific.   
GPC conducts its business in two segments, paperboard packaging
and containerboard/other.

                         About Altivity

Headquartered in Carol Stream, Illinois, Altivity Packaging --
http://www.altivity.com-- produces various products such as  
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the US, serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase of
Smurfit-Stone Container's consumer packaging unit.  

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Graphic Packaging Corporation and the owners of Altivity Packaging
LLC signed a definitive agreement to combine the two companies.

The transaction values Altivity Packaging at about $1.75 billion,
based on Altivity Packaging's current net debt of $1.1 billion as
of March 31, 2007, and Graphic Packaging's 30-trading day average
stock price of $4.92 per share as of July 5, 2007.


ALTIVITY PACKAGING: S&P Withdraws Ratings on Merger With Graphic
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Altivity Packaging LLC, including its 'B+' corporate credit
rating, following the company's merger with Graphic Packaging
International Inc. (B+/Stable/--) on March 10, 2008.

Graphic Packaging used proceeds from a new $1.2 billion term loan
to repay all of Altivity's debt, including amounts outstanding
under its $1.315 billion secured credit facilities.


AMERICAN AXLE: To Continue Labor Negotiations with UAW Today
------------------------------------------------------------
The formal negotiations between American Axle & Manufacturing
Holdings Inc. and United Auto Workers union officials are
scheduled to continue today, March 13, 2008.

As reported in yesterday's Troubled Company Reporter, labor talks
ceased on March 11 after a bargaining that lasted three days
failed to produce results.  Union officials weren't happy with the
terms proposed by the auto parts company.  The talks would have
resolved a strike, which started Feb. 26, 2008, of the 3,650
employees at master-contract plants in Michigan and New York.

As previously reported, 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 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.

                    American Axle Statement

According to the company, it is not, and never has been, an
original equipment manufacturer.  AAM is a Tier 1, Tier 2 and Tier
3 supplier to the automotive industry.  Yet, 14 years after the
company was founded, AAM continues to work under an uncompetitive
OEM-style labor agreement with the UAW.  

The company disclosed that its "all-in labor costs" at the
original U.S. locations covered by this agreement with the UAW are
approximately 300% of the market rate of its competitors in the
United States.  AAM's UAW-represented facilities currently
affected by the work stoppage are not profitable and have not been
for years.

In formal and informal discussions that have occurred for more
than two years, AAM has presented the UAW with many alternatives
to address the company's need to transition to a market
competitive labor cost structure in the United States.  

AAM has proposed to make a significant financial commitment to
fund retirement incentives, buy-outs and buy-downs to help
associates make the transition to a market competitive labor cost
structure.  This is AAM's preferred approach.  This approach would
allow AAM to continue operating at the original U.S. locations and
retain significant employment at these UAW-represented facilities.

If a market competitive labor cost structure cannot be attained at
the original U.S. locations, AAM has advised the UAW that it will
consider additional capacity rationalization initiatives.  

"AAM remains totally committed to negotiating a fair and equitable
agreement with the UAW," AAM Co-Founder, Chairman & CEO Richard E.
Dauch, said.  "AAM and the UAW have a long history of working
together in an open, thoughtful and direct manner to resolve labor
and economic issues.  The parties have made progress in many
areas.  AAM is prepared to resume formal negotiations with the UAW
at any time to find solutions to the critical issues we jointly
face."  

                     Strike Impact on Automakers

GM has about 29 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.  GM president and
COO Frederick Henderson said GM won't meddle in the labor dispute
between AAM and the UAW.

Chrysler LLC is temporarily closing its vehicle assembly facility
in Newark, Delaware as the strike among UAW union members at AAM  
stretches.  AAM 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.

                        About American Axle

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

                          *     *     *

As reported in the Troubled Company Reporter on 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: Court Enters Revised Order on Asset Sale
-----------------------------------------------------------
Judge Brendan Linehan Shannon entered a revised bidding procedures
order for the proposed sale of all of American LaFrance, LLC's
assets.  

The U.S. Bankruptcy Court for the District of Delaware prohibits
the Debtor from assuming and assigning or selling the Debtor's end
user license agreements or any services agreements with INCAT,
Dassault Systemes Americas Corp. without the prior written consent
of INCAT and Dassault.

As reported by the Troubled Company Reporter on Feb. 27, 2008,
Judge Shannon approved on February 25, 2008, bid procedures
for the sale of American LaFrance LLC's assets in the event that
the company's plan of reorganization is not confirmed.

American LaFrance previously noted that its main goal is to
confirm a plan of reorganization.  The company further noted that
if its proposed plan is not confirmed, it aims to pursue the sale
of substantially all of its assets.

Qualified bidders are required to deliver written copies of its
bid no later than April 14, 2008.  If more than one bid is
received, an auction will be held on April 18, 2008.

Patriarch Partners Agency Services, LLC, is entitled to make a
credit bid at the Auction, the Court ruled.  Patriarch acts as
agent for American LaFrance's DIP Lenders.  

In connection with the Sale Order, the Court has also established
April 9 and 18, 2008 for hearings on plan confirmation.  The Court
has scheduled a hearing on April 28 to consider American
LaFrance's request to sell all of its assets in the event its
proposed Chapter 11 plan is not confirmed.

                     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 LAFRANCE: Panel Wants to Hire FTI as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of American LaFrance
LLC seeks permission from the U.S. Bankruptcy Court to retain FTI
Consulting, Inc., as its financial advisors, nunc pro tunc to
February 4, 2008.

The Committee understands that FTI has a wealth of experience in
providing financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services
it has rendered in complex Chapter 11 cases on behalf of debtor
and creditors throughout the United States, Stefan H. Kurschner,
the Committee chairperson, says.

FTI's services are necessary to enable the Committee to assess
and monitor the efforts of the Debtor and its professional
advisors to maximize the value of its estate and to reorganize
successfully, Mr. Kurschner asserts.

As financial advisors, FTI will assist the Committee in:

   1. reviewing financial related disclosures as required by the
      Court, including the schedules of assets and liabilities,
      the statement of financial affairs and monthly operating
      reports;

   2. analyzing information in the Debtor's DIP Financing,
      including preparing for hearings regarding the use of cash
      collateral and DIP Financing;

   3. reviewing the Debtor's short-term management procedures;

   4. advising with respect to the Debtor's identification of
      core business assets and the disposition of assets or
      liquidation of unprofitable operations;

   5. reviewing the Debtor's cost/benefit analyses with respect
      to the affirmation or rejection of various executory
      contracts and leases;

   6. identifying areas of potential cost savings, including
      overhead and operating expense reductions and efficiency
      improvements;

   7. reviewing financial information distributed by the Debtor
      to creditors, including cash flow projections and budgets,
      cash receipts and disbursement analysis, analysis of
      various asset and liability accounts, and analysis of
      proposed transactions for which Court approval is sought;

   8. attending meetings and discussions with the Debtor and
      potential investors, banks, other secured lenders, the U.S.   
     Trustee and other parties in interest;

   9. reviewing and preparing information and analysis necessary
      for the confirmation of a plan in the Debtor's Chapter 11
      case; and

  10. evaluating and analyzing avoidance actions, including
      fraudulent conveyances and preferential transfers;

  11. other general business consulting as the Committee may deem
      necessary.
  
FTI will be paid for its services a monthly allowance of $75,000
for the first month and $50,000 per month thereafter.  The firm
will also be reimbursed of actual and necessary expenses it
incurred or will incur.

Samuel Star, senior managing director of FTI, asserts that his
firm does not represent any other entity having an adverse
interest in connection with the Debtor's case and therefore, is
eligible to represent the Committee.  Mr. Star assures the Court
that his firm is a "disinterested person" as the term is used in
Section 101(14) of the Bankruptcy Code.

                     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 LAFRANCE: Panel Wants to Hire Pepper Hamilton as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of American LaFrance
LLC seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Pepper Hamilton, LLP, as its
counsel in the American LaFrance, LLC's Chapter 11 case, nunc pro
tunc to February 4, 2008.

Committee Chairman Stefan H. Kurschner relates that the Committee
has selected Pepper Hamilton because of the firm's considerable
experience in the bankruptcy and commercial law areas.

David B. Stratton and David M. Fournier, partners at Pepper
Hamilton, and Linda Casey and James C. Carignan, associates of
Pepper Hamilton, are presently expected to do the primary work
for the firm in the Debtor's case.

As the Committee's counsel, Pepper Hamilton will:

   (1) represent the Committee;

   (2) advise the Committee on its rights, duties and powers in
       the Debtor's case;

   (3) assist and advise the Committee on consultations with the
       Debtor and all parties in interest;

   (4) assist the Committee in analyzing the claims of creditors
       and the Debtor's capital structure and negotiations with
       the holders of claims and equity interests;

   (5) assist the Committee's investigation of the acts, conduct,
       assets, liabilities and financial condition of the Debtor
       and other parties involved with the Debtor, and of the
       operation of the Debtor's businesses;

   (6) assist the Committee in analyzing intercompany
       transactions;

   (7) assist the Committee in the analysis of, and negotiations
       with, the Debtor and any other third party concerning the
       assumption or rejection of certain leases of non-
       residential real property and executory contracts, asset
       dispositions, financing of other transactions and the
       terms of the reorganization plan of the Debtor;

   (8) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtor's case;

   (9) represent the Committee at all hearings and other
       proceedings;

  (10) review, analyze and advise the Committee with respect to
       all applications, orders, statements of operations and
       schedules filed with the Court;

  (11) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

  (12) perform other services as may be required and are deemed
       to be in the interests of the Committee in accordance with
       the Committee's powers and duties as set forth in the
       Bankruptcy Code.

Pepper Hamilton has agreed to cap its fees in the Debtor's case
to the extent the total of the firm's fees, divided by the total
amount of hours spent on the engagement, exceeds $435 per hour.

The current hourly rates charged by Pepper Hamilton for its
professionals are:

       Professional                          Hourly Rate      
       ------------                          -----------
       Partners, Special Counsel, Counsel    $450 to $695
       Associates                            $250 to $400
       Paraprofessionals                     $175 to $205

David B. Stratton, Esq., a partner at Pepper Hamilton, assures the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
hold any adverse interest to all parties involved.


                     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 LAFRANCE: Seeks Approval of Premier Logistics Settlement
-----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, American LaFrance, LLC, asks the U.S. Bankruptcy Court
for the District of Delaware to approve its agreement with Premier
Logistics Solutions Warehousing, LLC.

The Debtor stores certain Inventory at Premier's warehouse near
Hanahan, South Carolina.  The Debtor is in the process of
removing all of its Inventory  from Premier's warehouse and
moving it to a manufacturing facility in Summerville, South
Carolina.  

The Debtor paid Premier $250,631 on January 7, 2008.

Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzenburg & Ellers, LLP, in Wilmington, Delaware, informs the
Court that Premier asserts a warehouseman's lien on the Inventory
and has limited the Debtor's ability to remove the Inventory
absent payment of certain alleged outstanding and estimated
future charges.

The parties also disagree on whether Premier has a properly
perfected warehouseman's lien under applicable state law and
Premier is entitled to a termination fee.

Thus, to resolve their dispute, the parties entered into a
settlement agreement, whereby:

   (a) The Debtor will pay Premier $49,814 -- the February
       Settlement Sum -- in satisfaction of all outstanding
       warehousing and related services provided from before the
       Petition Date through February 29, 2008.  About $35,809
       will be for prepetition services rendered and $14,005 will
       be for postpetition services rendered;

   (b) The Debtor will pay Premier $63,273 -- the March
       Settlement Sum -- for estimated warehousing and related
       services provided from March 1, 2008 through March 31,
       2008;

   (c) No later than April 10, 2008, the parties will reconcile
       the March Settlement Sum and the actual warehousing and
       related charges incurred during March 2008.  Either the
       Debtor will remit to Premier the amount of any undisputed
       actual warehousing charges in excess of the March
       Settlement Sum or Premier will remit to the Debtor the
       amount of the difference between the March Settlement Sum
       and the amount of undisputed actual warehousing services
       for March 2008;

   (d) The Debtor will pay Premier $89,500 as termination fee;

   (e) The Debtor will escrow the Settlement Sums pending Court
       approval;

   (f) Once the Debtor fulfills the Settlement terms, it will be
       permitted to remove the Inventory from Premier's
       warehouse.  All Inventory will be removed from Premier's
       warehouse before March 31, 2008; and

   (g) The parties will exchange mutual releases.

                     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).


AMERICHIP INT'L: Jewett Schwartz Expresses Going Concern Doubt
--------------------------------------------------------------
Jewett, Schwartz, Wolfe & Associates in Hollywood, Fla., raised
substantial doubt about the ability of Americhip International,
Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Nov. 30, 2007.  
The auditor stated that the company has suffered recurring losses
from operations.

The company posted a net loss of $10,657,898 on total revenues of
$2,655,848 for the year ended Nov. 30, 2007, as compared with a
net loss of $10,986,583 on total revenues of $132,616 in the prior
year.

At Nov. 30, 2007, the company's balance sheet showed $7,615,336 in
total assets, $7,238,953 in total liabilities, and $376,383 in
stockholders' equity.

The company's consolidated balance sheet at Nov. 30, 2007, also
showed strained liquidity with $1,399,940 in total current assets
available to pay $2,041,449 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?28fd  

                       About AmeriChip

Headquartered in Plymouth, Mich., AmeriChip International Inc.,
(OTC BB: ACHI.OB) -- http://www.americhiplacc.com/ -- holds a  
patented technology known as Laser Assisted Chip Control, the
implementation of which results in efficient chip control
management in industrial metal machining applications.  This
technology provides substantial savings in machining costs of
certain automobile parts providing much more competitive pricing
and more aggressive sales approaches within the industry.


APRIA HEALTHCARE: Earns $25 Million in 4th Quarter Ended Dec. 31
----------------------------------------------------------------
Apria Healthcare Group Inc. reported net income of $25.0 million
for the fourth quarter ended Dec. 31, 2007, compared to net income
of $21.4 million in the fourth quarter of 2006.  Excluding Coram
Inc., whose acquisition was completed on Dec. 3, 2007, fourth
quarter net income was $24.3 million, an increase of 13.6% over
the fourth quarter of 2006.

For the fourth quarter of 2007, revenues were $452.7 million, a
15.7% increase from revenues of $391.3 million in the fourth
quarter of 2006.  Excluding Coram, fourth quarter revenues were
$410.6 million, a 4.9% increase compared to the fourth quarter of
2006.  

In the fourth quarter of 2007, both respiratory therapy and
infusion therapy experienced revenue growth compared to the fourth
quarter of 2006.  Respiratory therapy grew by 5.1%.  Including the
impact of the Coram acquisition, infusion therapy revenues grew by
66.9% during the fourth quarter of 2007.  Excluding Coram,
infusion therapy revenues increased 8.2% during the fourth quarter
of 2007.

"Revenue grew in the second half of the year due to a heightened
focus on sales force training, development and retention, as well
as the expansion of the sales force," said Lawrence M. Higby,
chief executive officer.  

"Additionally, the cost-reduction initiatives we implemented
during the year contributed to our strong financial results.  
Strategically, with the fourth quarter acquisition of Coram, we
also positioned the company for long-term success by diversifying
our therapy and payor mix and significantly enhancing our position
in the home infusion industry."

Earnings before interest, taxes, depreciation and amortization
(EBITDA) was $80.1 million in the fourth quarter of 2007,
representing an 8.0% increase over EBITDA of $74.2 million in the
fourth quarter of 2006.  Excluding Coram, EBITDA was
$77.7 million, up 4.7% over the fourth quarter of 2006.

                          Full Year 2007

For the twelve months ended Dec. 31, 2007, revenues grew 7.6% to
$1.63 billion from $1.52 billion in the twelve months ended
Dec. 31, 2006.  Excluding Coram, revenues for 2007 were
$1.59 billion, a 4.8% increase over 2006.  In 2007, respiratory
therapy revenues grew by 5.3%.  Including the Coram acquisition,
infusion therapy revenues grew by 21.6% during 2007.  Excluding
Coram, infusion therapy revenues increased 6.3% during 2007.

Net income for 2007 was $86.0 million, versus $74.3 million in
2006.  These results include contributions from one-time positive
tax benefits and the Coram acquisition.  Excluding Coram, net
income was $85.3 million, an increase of 14.9% over 2006.

EBITDA was $293.3 million for the twelve months ended Dec. 31,
2007, compared to $285.7 million in the twelve months ended
Dec. 31, 2006.  Excluding Coram, EBITDA for 2007 was
$290.9 million.

                      Liquidity and Capital

Free cash flow for 2007 was $165.2 million compared to
$155.3 million for 2006.  For the twelve months ended Dec. 31,
2007, total capital expenditures were 7.9% of revenues and 8.1%
excluding Coram, compared to 8.3% of revenues in the twelve months
ended Dec. 31, 2006.

During the quarter, the company's outstanding balance on its
$500.0 million revolving credit line had a net increase of
$319.0 million.  The increase in borrowings is primarily related
to the acquisition of Coram.  As of Dec. 31, 2007, the outstanding
balance was $424.0 million.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.60 billion in total assets, $1.09 billion in total liabilities,
and $512.0 million in total shareholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $457.3 million in total current
assets available to pay $547.8 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?290b

                      About Apria Healthcare  

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE: AHG) -- http://www.apria.com/-- provides home  
infusion therapy, home respiratory therapy and home medical
equipment through approximately 550 locations serving patients in
all 50 states.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Moody's affirmed the Ba2 corporate family rating of Apria but
changed the ratings outlook to negative from stable.  Moody's also
assigned a B1 rating to the proposed $265 million senior unsecured
notes to be issued to partially fund the acquisition of Coram.


AQUATIC CELLULOSE: Peterson Sullivan Expresses Going Concern Doubt
------------------------------------------------------------------
Peterson Sullivan PLLC raised substantial doubt on Aquatic
Cellulose International Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended May 31, 2007 and 2006.  The auditing firm reported that
the company has not generated positive cash flows from operations
and has an accumulated deficit at May 31, 2007.

The company posted a net loss of $8,561,589 on total equity in
earnings of lease of $250,224 for the year ended May 31, 2007, as
compared with a net loss of $5,106,503 on total equity in earnings
of lease of 457,243 in the prior year.

At May 31, 2007, the company's balance sheet showed $1,051,630 in
total assets and $18,676,379 in total liabilities, resulting in
$17,624,749 of stockholders' deficit.  

The company's consolidated balance sheet at May 31, 2007, also
showed strained liquidity with $42,951 in total current assets
available to pay $18,676,379 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2905

                   About Aquatic Cellulose

Aquatic Cellulose International Corp. (PNK: AQCI) is a Nevada
corporation originally organized as Aquatic Cellulose Ltd. and was
incorporated in March of 1996.  Aquatic acquires and develops
crude oil and natural gas reserves and production principally in
the state of Texas of the U.S.


AQUILA INC: Posts $5.4 Million Net Loss in Year Ended Dec. 31
-------------------------------------------------------------
On a consolidated basis, Aquila Inc. reported a net loss of
$5.4 million for the year ended Dec. 31, 2007, compared to net
income of $23.9 million in 2006.  Sales for the year were
$1.47 billion in 2007 versus $1.37 billion in 2006.

The company reported EBITDA of $239.0 million in 2007 compared to
an EBITDA loss of $86.2 million in 2006.  EBITDA for Aquila's
electric and gas utilities was $260.5 million, up $74.4 million
from $186.1 million reported in 2006.  This improvement in utility
results was offset by various non-operating gains recognized on
the asset sales in 2006 and merger-related costs occurring in
2007.

Results for the quarter ending Dec. 31, 2007, were a net loss of
$6.9 million, compared to 2006 net income of $64.3 million.  
Fourth quarter sales were $366.0 million, an increase of
$27.0 million over 2006 fourth quarter sales of $339.0 million.

The company reported EBITDA of $57.4 million in the fourth quarter
of 2007 compared to EBITDA of $45.8 million in the fourth quarter
of 2006.

Repositioning activities in 2006, including gains on the sale of
gas utilities, offset by the loss on exiting the Elwood tolling
contract, were additional causes for the decline in current year
earnings.  The one-time release of tax valuation allowance related
to the gas utility sales that occurred last year were also causes
for the decline in quarterly earnings.

"This was a very successful and challenging year," said Richard C.
Green, Aquila's chairman and chief executive officer.  "In
addition to our focus on serving the day-to-day energy needs of
our customers, Aquila employees are working diligently to ensure
our utility operations are transferred seamlessly to the buyers at
the close of our transaction."

In early 2007, Aquila announced that it will sell its natural gas
assets in Iowa, Kansas, Nebraska and Colorado, and its electric
assets in Colorado to Black Hills Corporation and then merge with
a subsidiary of Great Plains Energy Incorporated.  The
transactions have passed anti-trust review and have been approved
by the Federal Energy Regulatory Commission.  

The asset sales have been approved by the regulatory authorities
in Colorado, Iowa and Nebraska.  In Kansas, Black Hills and Great
Plains Energy have each entered into and filed for commission
approval a settlement agreement concerning the asset sale and the
merger, respectively. In Missouri, Aquila and Great Plains Energy
continue to work toward receiving commission approval for the
merger.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.99 billion in total assets, $1.64 billion in total liabilities,
and $1.35 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?290d

                        About Aquila Inc.

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

                          *     *     *

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


AVENSYS CORP: Inks Asset Purchase Deal with Willer Engineering  
--------------------------------------------------------------
Avensys Inc. and a subsidiary of Avensys Corporation entered into
an asset purchase agreement with Willer Engineering Limited.

Upon the close of the acquisition, the assets of Willer
Engineering will be merged with Avensys Inc.'s environmental
instrumentation division, Avensys Environmental Solutions.  The
merger is expected to result in a business generating $15 million
a year in revenues, in a market where players are significantly
smaller.  It will also result in significant cost synergies and
the ability to expand product lines and services beyond current
capabilities.

As a result of this acquisition, Avensys Environmental Solutions
will expand its value-added turn-key solutions capabilities and
will be better positioned to respond to the needs of industrial
customers requiring tighter integration of process and emission
monitoring instrumentation and data acquisition.

The combination of Willer's know-how in the industrial process
industry combined with the strength of Avensys' Environmental
monitoring solutions and its wider geographical coverage will
position the merged entity to take advantage of the growth
associated with control of industrial emissions and greenhouse
effect gases.

"We have identified significant new revenue growth opportunities
resulting from the synergies derived from the combination of our
respective expertise, market niches, product lines, sales skills
and geographical coverage," Marie-Annick Riel, General Manager of
Avensys Environmental Solutions, said.

"Willer has been a solid company and carries an excellent
reputation in its marketplace," Ed Allen, president of Willer
Engineering Limited, added.  "We bring the engineering credibility
needed to take the new Avensys Environmental Solutions to new key
industrial markets."

                  About Willer Engineering Limited

Headquartered in Toronto, Willer Engineering Limited --
http://www.willereng.com/-- is a privately-owned company that  
provides professional instrumentation solutions, products and
service to the industrial, process and scientific markets in
Eastern Canada.  The company was established more than 45 years
ago.

                      About Avensys Corp.

Avensys Corp. fka. Manaris Corp. -- http://www.manariscorp.com/--
operates through its wholly owned subsidiaries, Avensys Inc. and
C-Chip Technologies Corp.  

Avensys Inc. develops optical components and sensors and provides
environmental monitoring solutions.  AVI sells its optical
products and services primarily in North America, Asia and Europe
to the telecommunications, aerospace, and oil and gas industries.  
Environmental monitoring services and solutions are primarily
targeted at public sector organizations across Canada.  Prior to
the termination of the Technology License Agreement with its
former supplier, C-Chip earned royalties with respect to the
devices sold by the licensee to the credit management marketplace.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Montreal, Canada-based Raymond Chabot Grant Thornton LLP expressed
substantial doubt about Manaris Corp. nka. Avensys Corp.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditor pointed to the company's significant losses
since inception and reliance on non-operational sources of
financing to fund operations.


AXCAN PHARMA: Completes Shares Buyout Deal with TPG Capital Unit
----------------------------------------------------------------
Axcan Pharma Inc. completed a transaction in which all of the
common shares of Axcan would be acquired by an affiliate of TPG
Capital.

Under the terms of the agreement, Axcan shareholders are entitled
to receive $23.35 in cash for each share of Axcan common stock
held.  As a result, Axcan common stock ceased trading on the
NASDAQ Global Market and on the Toronto Stock Exchange at market
close on Feb. 25, 2008, and would no longer be listed on these
stock exchanges.

Payment of the cash consideration will be made by Computershare
Investor Services, which serves as paying agent.

Axcan stockholders who possess physical stock certificates have
received instructions and a letter of transmittal by mail from
Computershare Investor Services concerning how and where to
forward their certificates for payment.

For shares held in "street name" by a broker, bank or other
nominee, shareholders will not need to take any action to have
shares converted into cash, as this will be carried out by the
broker, bank or other nominee.  Questions about the payment of
merger proceeds should be directed to the appropriate broker, bank
or other nominee.

                      About TPG Capital

Based in Fort Worth, Texas, TPG Capital -- http://www.tpg.com/--
is a leading private investment firm founded in 1992, with more
than $35 billion of assets under management and offices in San
Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth,
Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai,
Singapore and Tokyo.  TPG has extensive experience with global
public and private investments executed through leveraged buyouts,
recapitalizations, spinouts, joint ventures and restructurings.  

                        About Axcan Pharma

Based in Mont Saint-Halaire, Quebec, Axcan Pharma Inc. (TSX:
AXP)(NASDAQ: AXCA) -- http://www.axcan.com -- is a specialty   
pharmaceutical company focused on gastroenterology.  The company
develops and markets a broad line of prescription products to
treat a range of gastrointestinal diseases and disorders such as
inflammatory bowel disease, irritable bowel syndrome, cholestatic
liver diseases and complications related to pancreatic
insufficiency.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Axcan Pharma Inc.


BAYER PROTECTIVE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayer Protective Services Inc.
        3436 American River Drive #10
        Sacramento, CA 95864

Bankruptcy Case No.: 08-22725

Chapter 11 Petition Date: March 6, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Walter R. Dahl, Esq.
                  2304 North Street
                  Sacramento, CA 95816-5716
                  Tel: (916) 446-8800
                  
Estimated Assets: $500,001 to $1 million

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
State Compensation Insurance Fund                  $42,112
P.O. Box 7980
San Francisco, CA 94120

Kaiser Permanente                                  $20,448
P.O. Box 60000
San Francisco, CA 94160-3030

Progressive Insurance Company                      $18,036
Department 0586
Carol Stream, IL 60132

De Lage Landen                                     $18,036

Sprint Nextel                                      $9897

Ray Stone Inc.                                     $7,364

Central Valley Towing                              $5,875

Smile Network Services                             $5,575

Budget Installment Corporation                     $4,451

Valiant Communications Inc.                        $1,865

Convergent Systems                                 $1,097

Sprint A/C                                         $875

AT & T                                             $800

MP Holdings LLC                                    $778

Inland Business Systems                            $692

Sutter General Hospital                            $607

DMV Renewal                                        $567

Pacific Bell                                       $488

Goodell, Porter & Fredericks LLP                   $423

T Mobile                                           $360


BEAR STEARNS: Fitch Affirms 'B-' Rating on $2.7MM Class N Certs.
----------------------------------------------------------------
Fitch Ratings has upgraded Bear Stearns Commercial Mortgage
Securities Inc.'s mortgage pass-through certificates, series
2003-PWR2, as:

  -- $28 million class C to 'AA+' from 'AA';
  -- $9.3 million class D to 'AA' from 'AA-'.

In addition, Fitch affirmed these classes:

  -- $49.5 million class A-2 at 'AAA';
  -- $75 million class A-3 at 'AAA';
  -- $608.3 million class A-4 at 'AAA';
  -- Interest-only classes X-1 and X-2 at 'AAA';
  -- $26.7 million class B at 'AAA';
  -- $12 million class E at 'A';
  -- $10.7 million class F at 'A-';
  -- $9.3 million class G at 'BBB+';
  -- $13.3 million class H at 'BBB-';
  -- $5.3 million class J at 'BB+';
  -- $5.3 million class K at 'BB';
  -- $4 million class L at 'BB-';
  -- $5.3 million class M at 'B';
  -- $2.7 million class N at 'B-'.

Class A-1 has paid in full.  Fitch does not rate the $11 million
class P.

The upgrades are due to increased credit enhancement and 8.9%
additional defeasance since Fitch's last rating action in January
2007.  As of the February 2008 distribution date, the pool has
paid down 17.9%, to $875.7 million from $1.07 billion at issuance.  
A total of 16 loans have defeased (21.5%).  There are currently no
specially serviced loans.

The transaction contains three loans (13.1%) with Fitch
investment-grade shadow ratings.  The Royal SunAlliance Building
(1.5%) has defeased.  Fitch reviewed the most recent operating
data available from the servicer for the two remaining non-
defeased shadow rated loans.

Three Times Square (9.8%) is secured by an 883,405 square feet
office building located in Manhattan.  September 2007 occupancy
remains stable at 98.9%, up slightly since issuance.  One of the
three pari-passu notes totaling $89.1 million serves as collateral
for this transaction.

Dartmouth Towne Center (1.8%) is secured by a 303,198 sf retail
power center in North Dartmouth, Massachusetts.  June 2007 total
occupancy was 98.3%, up from 87% at issuance.


BOISE CASCADE: S&P Chips Rating to 'BB-' on $1.63 Billion Sale
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Boise
Cascade LLC, including lowering its corporate credit rating to
'BB-' from 'BB', following the sale of the company's paper,
packaging and newsprint businesses to Boise Inc. (BB-/Stable/--)
for $1.63 billion on Feb. 22, 2008.  At the same time, S&P
withdrew the ratings on BC's $1.175 billion senior secured credit
facilities, as amounts outstanding were fully repaid with the sale
proceeds (about $720 million was outstanding at Dec. 31, 2007).  
The outlook is negative.     

All ratings were removed from CreditWatch where they were
originally placed on Sept. 7, 2007, with developing implications
when the company announced the planned sale.
     
"The downgrade reflects our assessment that BC has a weaker
business risk profile following the divestiture, as it is
substantially less diversified," said Standard & Poor's credit
analyst Pamela Rice.  "Although BC is using the majority of the
$1.25 billion of cash it received to pay down debt, its wood
products manufacturing and building products distribution
businesses will subject the company to much greater earnings and
cash flow volatility, particularly during the current housing
downturn.  While the lower rating incorporates the 49% interest in
Boise Inc. held by Boise Cascade Holdings LLC, BC's parent, we are
not factoring in any cash distributions from Boise Inc. for at
least the next few years."
     
BC had debt, including debt-like obligations, of $1.3 billion at
Dec. 31, 2007.
     
BC, based in Boise, Idaho, is a leading national wholesale
building products distributor.  The company also manufactures wood
products, including plywood, veneer, particleboard, lumber, and
engineered wood products.
     
Ms. Rice said, "Although BC has reduced debt substantially, we
remain concerned about the length and duration of the downturn in
housing.  We could lower ratings if the company's financial
results weaken further than we expect in 2008 or if liquidity
narrows.  We could revise the outlook to stable if housing markets
begin to recover in the second half of 2008 and BC appears to be
weathering the downturn with only modest deterioration in its
financial risk profile."


BONTEN MEDIA: S&P Pares Rating on Bank Loan Facilities to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on the
$61 million bank loan facilities of Bonten Media Group Inc.
      
"This rating action reflects a change in the EBITDA multiple that
we applied in our simulated default scenario to 6x from 7x,"
explained Standard & Poor's credit analyst Debbie Kinzer.  "This
change brings Bonten's EBITDA multiple in line with those of its
peers among small TV station groups."
     
S&P lowered the rating on the bank loan facilities to 'B+' (one
notch above the 'B' corporate credit rating on Bonten) from 'BB-'.   
S&P changed the recovery rating to '2', indicating its expectation
of substantial (70%-90%) recovery in the event of a payment
default, from '1'.
     
The facilities consist of a $15 million revolving credit facility
maturing in 2013, a $21.75 million term loan B maturing in 2014,
and a $24.25 million delayed draw term loan maturing in 2014.


BOSTON HILL: Section 341(a) Meeting Scheduled for March 12
----------------------------------------------------------
The United States Trustee for Region 1 will convene a meeting of
Boston Hill Realty Trust's creditors on March 12, 2008 at 1:00
p.m. at Room 1190, Office of the U.S. Trustee, 10 Causeway Street
in Boston, Massachusetts.

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

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

Kingston, Massachusetts-based Boston Hill Realty Trust owns and
develops real estate.  The Debtor filed for Chapter 11 Petition on
Dec. 5, 2007 (Bankr. D. Mass. Case No. 07-17770).  Earl D. Munroe
at Munroe & Chew represents the Debtor in its restructuring
efforts.  The Debtor listed assets and debts between $10 million
and $50 million.


BOSTON HILL: Asks Court to Approve Munroe & Chew as Counsel
-----------------------------------------------------------
Boston Hill Realty Trust asks the United States Bankruptcy Court
for the District of Massachusetts for authority to employ Munroe &
Chew as counsel.

The Debtor will pay Munroe & Chew at it standard hourly rates.

The Debtor believes that the employment of Munroe & Chew is
necessary and in the best interest of its estates.  To the best of
Debtor's knowledge, the firm does not currently hold any adverse
interest to the former's estate.

Kingston, Massachusetts-based Boston Hill Realty Trust owns and
develops real estate.  The Debtor filed for Chapter 11 Petition on
Dec. 5, 2007 (Bankr. D. Mass. Case No. 07-17770).  Earl D. Munroe
at Munroe & Chew represents the Debtor in its restructuring
efforts.  The Debtor listed assets and debts between $10 million
and $50 million.


CAMPBELL ROOFING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Campbell Roofing & Construction Inc.
        P.O. Box 2433
        Warner Robins, GA 31099

Bankruptcy Case No.: 08-50605

Chapter 11 Petition Date: March 7, 2008

Court: Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: 478-742-6481
                  wjboyer_2000@yahoo.com

Estimated Assets: $500,001 to $1 million

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Great American Insurance         estimated claim   $1,200,000
Companies                        amount
Bond Claim Division
114315 Jarretsville Pike,
Suite 102
Phoenix, MD 21131

Bank of America                  line of credit    $1,000,000
Attn: Nicoletta Koratsis
50 N. Laura St., Suite 2307
Jacksonville, FL 3220

RSA Roofing Supply of                              $626,001
Atlanta
2500 Main Street
Kennesaw, GA 30144

Joe Prince                                         $500,000

ABC Supply Company Inc.                            $438,810

Bank of America                  2004 Winnebago;   $263,800
                                 value of
                                 security:
                                 $175,000

ABC-Columbia                                       $260,766

Vanmeter Surety                                    $163,462

Camodata Corporation                               $150,823

Hertz Equipment Rental                             $122,249

Heely-Brown Company Inc.                           $105,786
  
Constangy, Brooks & Smith LLC    fees              $65,358

Sunbelt Rentals Inc                                $63,859

Gulfeasgle Supply                                  $61,828

Hardy Services                                     $61,453

Johns Manville Roofing                             $55,207

Action Labor & Staffing                            $52,794

Morris Insulation &                                $51,000
Environment

American Express                                   $40,388

Bowen, Phillips & Carmichael                       $33,057


CAPRI CONDOMINIUMS: Court Okays Use of Bank's Cash Collateral
------------------------------------------------------------
The Capri Condominiums L.P. obtained permission from the U.S.
Bankruptcy Court for the Middle District of Florida to use the
cash collateral of its lender, Red Mountain Bank, N.A.

The Debtor related to the Court that its primary asset consists of
its rights as owner and developer of a 48-unit residential
subdivision known as the Capri on Caldwell, in Birmingham,
Alabama.  A total of 14 units have been sold to buyers before the
Debtor's bankruptcy filing.

Other than the development and the cash collateral account, the
Debtor's primary assets include funds maintained at three deposit
accounts located in Tampa, Florida; Birmingham, Alabama, and the
Kingdom of the Netherlands.  The aggregate balance of the three
accounts -- which are in the process of being converted to a DIP
Account -- is approximately $17,000.

Red Mountain Bank had been unwilling to permit the Debtor to
utilize the cash collateral account to fund operations of the
Debtor.  This, combined with the fact that the Bank requires all
net proceeds from the sales of units in the Development to be paid
to the Bank to reduce its debt, required the Debtor to initiate
this reorganization.

The Bank possesses a $16,380,023 claim against the Debtor, which
is secured by a lien on all of the Debtor's remaining property in
the development, which is roughly $27,123,120.  In addition to its
mortgage lien encumbering the development, the Bank possess a
$3,937,112 lien on a segregated account owned by the Debtor.  The
Debtor told the Court that the development is sufficient to secure
the claim of the Bank.

In its order, the Court allowed the Debtor to use the cash
collateral to fund its ongoing business operations and to pay its
debt service to the Bank.

In addition, the Court allowed the Debtor to provide the Bank with
adequate protection in the form of replacement liens equal in
extent, validity, and priority to the security interest in the
cash collateral account on the bankruptcy filing.

                       About Capri Condos

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

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


CAPRI CONDOMINIUMS: Gets Court Nod to Assume Executory Contracts
----------------------------------------------------------------
The Capri Condominiums L.P. obtained permission from the U.S.
Bankruptcy Court for the Middle District of Florida to assume
prepetition contracts related to the purchase and sale of certain
residential units of the Debtor's development property.

The Debtor's primary asset consists of its rights as owner and
developer of 48-unit residential subdivision known as the Capri on
Caldwell, in Birmingham, Alabama.  A total of 14 units have been
sold to buyers prepetition.

The remaining 34 units in the development remain owned by the
Debtor, and are almost ready to have certificates of occupancy
issued, the Debtor said.  All are property of the Debtor's estate
pursuant to Bankruptcy Code Section 54l(a).  Of this sum, six
units are under contract with private individuals who are prepared
or virtually prepared to advance to closing.

The Debtor related that due to a nationwide slowdown of
residential real property sales, the Debtor has experienced some
delay in "absorption" with respect to the units that it owns.

The executory contracts are all contracts that fall within the
range of reasonableness as the Debtor projected, with purchase
prices varying between $592,000 and $1,119,000, depending upon the
size and other properties of the respective residential units.  In
the event that the Debtor is able to close on all of the executory
contracts as planned, its secured lender, Red Mountain Bank N.A.,
will realize a significant reduction of its secured indebtedness,
without losing its already very ample equity cushion.

The Debtor has minimal unsecured trade debt at this time.  The
majority of the "trade debt" associated with the Debtor has been
paid in the ordinary course of business by the Debtor or its
general partner.  As a practical matter, it is beneficial to the
Debtor and to all of its creditors to sell the residential units,
and thus receive and apply the cash proceeds from the contemplated
conveyances, the Debtor told the Court.

A group of investors from the Netherlands and Germany have lent
approximately $4,000,000 to the Debtor, and they represent a
discreet group of creditors of the Debtor at the time.  Although
they do not have a lien or security interest in the Debtor, they
were in fact the any assets of source of capital to fund the
Debtor's cash collateral account at the outset.  In many respects,
said the Debtor, this reorganization is being initiated to ensure
that the entitlement of the investor creditors to their
return of capital is realized.  The sale of the residential units
will assist in achieving this result, because the Bank's receipt
of funds from the contemplated closings is intended to provide a
form of adequate protection for the Debtor's use of some of the
cash collateral account.

In addition, the Court permitted the Debtor to:

   -- perform pursuant to the executory contracts; and

   -- pay an appropriate portion of the net sale proceeds from the
      sale of the residential units to the prospective purchasers
      directly to the Bank as a manner of adequate protection.

                       About Capri Condos

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

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


CAPRI CONDOMINIUM: Taps GrayRobinson as Bankruptcy Counsel
----------------------------------------------------------
The Capri Condominium Limited Partnership asks the U.S. Bankruptcy
Court for the Middle District of Florida for authority to employ
John A. Anthony at GrayRobinson, P.A. as its counsel.

Mr. Anthony is expected to:

     a) give advice to the Debtor with respect to its powers and
        duties as a debtor-in-possession and the continued
        management of its business operations;

     b) advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirements and with the rules of the Court;

     c) prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of this bankruptcy case;

     d) protect the interests of the Debtor in all matters pending
        before the Court; and

     e) represent the Debtor in negotiations with its creditors in
        the preparation of a plan of reorganization and in
        assessing and establishing confirmability of that plan.

The firm's billing rate ranges from $80 to $350 per hour.  
However, specific professionals have these rates:

     Professional               Hourly Rate
     ------------               -----------
     John A. Anthony               $350
     Stephenie Biernacki           $250
     Cheryl Thompson               $215
     Maureen A. Vitucci            $200

Prior to bankruptcy filing, the firm received from the Debtor a
retainer of $50,000.  The retainer was applied as a credit
amounting $10,902.10 for pre-petition legal representation and
counseling regarding certain legal and financial matters affecting
the Debtor's business.  The firm retains the balance of the
retainer amount of $39,097.90, having also advanced the filing fee
for this bankruptcy case.

Mr. Anthony assures the Court, that the firm holds no interest
adverse to the Debtor and its estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

      GrayRobinson, P.A.
      201 North Franklin Street
      Suite 220
      Tampa, FL 33602
      Tel: (407) 843-8880
      Fax: (407) 244-5690
      http://www.gray-robinson.com

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.


CARBON CAPITAL: S&P Puts Two Classes' Low-B Ratings on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on five
commercial real estate collateralized debt obligation classes from
Carbon Capital II Real Estate CDO 2005-1 Ltd. on CreditWatch with
negative implications.
     
The CreditWatch negative placements follow the failure of all
three of the transaction's par value coverage tests.  The failures
were due to the impairment of a second asset in the transaction,
the Macklowe EOP Manhattan Portfolio.  The CreditWatch negative
placements will remain in effect until Standard & Poor's receives
more details on the Macklowe EOP Manhattan Portfolio asset and
performs a full analysis of the transaction.
     
In addition to the previous impairment of the commercial real
estate loan on Bermuda Dunes ($12 million, 3%), the Macklowe EOP
Manhattan Portfolio CREL asset ($17.7 million, 4%) was classified
as impaired in the most recent trustee report.  The impairment of
the Macklowe EOP Manhattan Portfolio asset follows Macklowe
Properties' default on approximately $7 billion of financing on
Feb. 9, 2008.  Standard & Poor's is aware of the continuing
negotiations involving a possible extension, which may have a
direct impact on the Macklowe EOP Manhattan Portfolio asset.
     
According to the trustee report dated Feb. 29, 2008, and released
on March 7, 2008, the collateral pool backing Carbon Capital II
Real Estate CDO 2005-1 Ltd. consisted of 22 assets with an
aggregate principal balance of $450.2 million.  The assets
included 21 CREL assets totaling $409.8 million (91%), one class
of commercial mortgage-backed securities pass-through certificates
($25 million, 6%), and cash ($15.4 million, 3%).  These assets
exhibited credit characteristics consistent with 'CCC+' rated
obligations.
     
As part of its analysis to resolve the CreditWatch negative
placements, Standard & Poor's will consider the transaction
structure as well as the credit quality of the underlying assets.   
Continuing failures of par value coverage tests would result in a
reallocation of trust cash flows to pay down the principal
balances of the transaction's classes, beginning with the most
senior class.  The reallocation will result in a delevering of the
transaction and could cause potential payment shortfalls to the
subordinate classes.

               Ratings Placed on CreditWatch Negative
  
            Carbon Capital II Real Estate CDO 2005-1 Ltd.
            Collateralized debt obligations series 2005-1

                                    Rating
                                    ------
                    Class    To                 From    
                    -----    --                 ----
                    F        BBB+/Watch Neg     BBB+
                    G        BBB/Watch Neg      BBB
                    H        BBB-/Watch Neg     BBB-
                    I        BB+/Watch Neg      BB+
                    J        BB/Watch Neg       BB


CARLYLE CAPITAL: Lenders Snub Proposed Standstill Agreement
-----------------------------------------------------------
Deutsche Bank AG and J.P. Morgan Chase & Co. rejected Carlyle
Capital Corporation Limited's plea to enter into a standstill
agreement with lenders to prevent liquidation of the hedge fund's
$16 billion in securities, The Wall Street Journal relates, citing
company document and sources knowledgeable with the matter.

As reported in the Troubled Company Reporter on March 11, 2008,
Carlyle Capital, with the assistance of The Carlyle Group, was in  
continuing discussions with its lenders, on various subjects,
including the execution of standstill agreements, while evaluating
all available options to maximize value for all interested
parties.  Although the company has not received executed
standstill agreements from its lenders, the company remains in
active discussions with lenders who hold approximately $16 billion
in securities, and the company believes that the discussions
progressed throughout the day in a constructive manner.

WSJ commented that Carlyle Capital had a little advantage from
Federal Reserve's decision "to shore up markets" raising prices of
mortgages-backed securities.  However, WSJ says, that the hedge
fund continues to struggle pointing to Deutsche Bank's liquidation
of $2 billion worth of Carlyle Capital assets, despite the hedge
funds appeal.

WSJ reports that as of March 10, 2008, about $5.7 billion out of
Carlyle Capital's $21 billion assets held as collateral have been
liquidated.

Based on WSJ's sources, dealers who were liquidated Carlyle
Capital's assets include Merrill Lynch & Co. and Bear Stearns Cos.  
Citigroup Inc. didn't liquidate, and some dealers hope that
Carlyle Capital's financial troubles will be resolved, WSJ
relates.

According to WSJ's sources, Deutsche Bank liquidated part of
Carlyle Capital's assets because of its slow response to the
bank's demand to put up additional capital.

Carlyle Capital chief executive officer John Stomber stated in a
letter dated March 5, 2008, that he was frustrated about dealers
becoming extra tight and cautious with their credit standards
despite The Carlyle Group's support, WSJ says.

Mr. Stomber disclosed in the letter that 97% of Carlyle Capital's
holdings were borrowed and added that a lender wanted to reduce
that borrowings value to 95%, WSJ reports.  Also, another lender
significantly decreased the value of Carlyle Capital's assets at
"markedly lower levels."

In his letter, Mr. Stomber called for a meeting with lenders last
Monday to talk about getting financing, WSJ notes.

In turn, WSJ says, Deutsche Bank sent a default notice to Carlyle
Capital demanding a statement on its financial status.

Bloomberg recounts that Carlyle raised $600 million through a
private offering and $345 million through an initial public
offering.  Carlyle Capital then borrowed more than 20 times its
pooled fund, making it highly leveraged.

The Financial Times published a list of banks with exposure to
Carlyle Capital on March 11, 2008:

   Banks                    Exposure
   -----                    --------
   Citigroup                $4.72 billion
   Lehman Brothers          $3.07 billion
   Banc of America          $1.97 billion
   UBS                      $1.84 billion
   Deutsche Bank            $1.74 billion
   Bear Stearns             $1.65 billion
   ING                      $1.46 billion
   JP Morgan                $1.37 billion
   Calyon                   $1.34 billion
   Merrill Lynch            $760 million
   BNP Paribas              $580 million
   Credit Suisse            $480 million

                  Trading in Amsterdam Resumes

Carlyle Capital's shares resumed trading at Euronext Amsterdam
Tuesday.  According to WSJ, its shares dropped to 30%, making its
total decline reach 70% for the past week.

         Missed Margin Calls and Receipt of Default Notice

As reported in the Troubled Company Reporter on March 10, 2008,
Carlyle Capital said that since filing its annual report on
Feb. 28, 2008, the company has been subject to margin calls and
additional collateral requirements totaling more than $60 million.

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

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

                       Financial Highlight

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

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

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

                     Bankruptcy is Possible

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

                      About Carlyle Capital

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

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


CARLYLE CAPITAL: CEO Sees "Three-Leg" Downward Move in Market
-------------------------------------------------------------
John C. Stomber, president, chief executive officer and chief
investment officer of Carlyle Capital Corporation Limited, said in
a shareholder statement accompanying the company's annual report
for the year ended Dec. 31, 2007, that he saw a "three-leg"
downward move occurring in the fixed income market.

              First: Asset-Backed Commercial Paper

Asset-backed commercial paper produced the first down leg.  He
extracted a table from the Federal Reserve Board: Commercial Paper
Rates & Outstandings, as published on Feb. 1, 2008, disclosing:

     Date        ABCP Outstandings            Change
     ----        -----------------        ---------------
     July 31      $1,186.6 billion       
     Aug. 31        $981.2 billion        (205.4 billion)
     Sept. 30       $928.5 billion         (52.7 billion)
     Oct. 31        $890.1 billion         (38.4 billion)
     Nov. 30        $827.8 billion         (62.3 billion)
     Dec. 31        $779.9 billion         (47.9 billion)

Investors began to liquidate their holdings of ABCP beginning in
August 2007.  Mr. Stomber said that the liquidation of the massive
amount of securities caused the value of Carlyle Capital's
securities to fall.

He added that Carlyle Capital's securities lost significant mark-
to-market value during the third quarter of 2007.  In recent
weeks, ABCP has shown small increases, but Mr. Stomber expects any
improvement in this market to be modest, and perhaps temporary.

          Second: Mark Downs and Write-Offs of Securities

According to Mr. Stomber, major institutions marked down value of
collateralized debt obligations, asset-backed securities, and non-
agency residential mortgage backed securities during the fourth
quarter of 2007.  These write-offs produced the second of the
three fixed income down legs that Mr. Stomber described.  Several
problems led to this wave of write-offs.  Securitization separated
lenders from ultimate borrowers, leaving investors dependent on
ratings agencies for assessments of credit and collateral quality.  
Investors demanded increasingly complex securities.  Originators
took advantage of liquidity to collect fees and quickly move
assets off their balance sheets.  When it became clear that the
resulting securities would not perform as well as  originally
hoped, financial institutions were forced to write-off assets and
stabilize their balance sheets with expensive capital.  These
write-offs, which according to a Deutsche Bank research article
(published on Jan. 24, 2008) totaled $144.5 billion at the end of
2007, will likely continue in 2008, Mr. Stomber said.

Carlyle Capital, Mr. Stomber continued, responded to market
conditions in the fourth quarter by continuing its short term
strategy of holding AAA-rated U.S. Agency capped floating rate
securities issued by Fannie Mae and Freddie Mac.  Carlyle Capital
held its securities and not sell them at distressed prices because
of the actions it took to improve liquidity and increase access to
repo lines.  Mr. Stomber thinks this is the best way to protect
long-term shareholder value while the company rebuilds its
liquidity and enabled it to generate the returns on equity and NAV
mentioned earlier.

                   Third: Rise in Default Rates

Mr. Stomber believes the third down leg began during the first
quarter of 2008 and will last several quarters.  He projects that
this period will be characterized by a significant rise in default
rates for corporate fixed income paper as deteriorating economic
conditions continue to erode corporate balance sheets.  This
economic environment combined with less availability of credit and
more stringent credit standards will make it difficult for
companies to refinance their existing debt.  Some companies will
default.  At the same time, however, Mr. Stomber believes
attractive fixed income opportunities will emerge.

According to Mr. Stomber, Carlyle Capital is now positioned to
benefit from the third downleg. He explained that, historically,
AAA U.S. Agency capped floating rate securities issued by Fannie
Mae and Freddie Mac perform well during a recessionary economy.  
During past economic slowdowns, these securities benefit from "a
flight to quality" since investors perceive the implied guaranty
of the U.S. government to eliminate credit risk.  Furthermore,
interest rates typically fall in a recessionary economy, which
increases the value of these securities.
                                                      
Interest rates have fallen rapidly since Jan. 1, 2008.   
Historically, as lower rates become available, mortgage
refinancing activity increases.  Carlyle Capital expects
prepayments of its securities to increase over the next few months
as households refinance existing mortgages at lower rates.  The
collateral underlying the company's AAA U.S. Agency floating rate
capped securities consists entirely of fixed rate mortgages.

Mr. Stomber stressed that Carlyle Capital needs to build its
balance sheet liquidity.  Hence, its board of directors retained
earnings and did not pay out dividends.  In addition, the board
waived the company's incentive fee for the fourth quarter of 2007.  
The board also amended the company's investment management
agreement, under which incentive fee will only be earned in a
quarter for which dividends are declared.

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

                      About Carlyle Capital

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

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


CATHOLIC CHURCH: Court OKs Special Arbitrator in Davenport's Case
-----------------------------------------------------------------
The Diocese of Davenport and its Official Committee of Unsecured
Creditors obtained authority from the U.S. Bankruptcy Court for
the Southern District of Iowa to employ Richard M. Calkins, Esq.
as special arbitrator in the Diocese of Davenport's Chapter 11
case.

Hamid R. Rafatjoo, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, relates that central to the Joint Plan
of Reorganization, which was recently filed by the Diocese and
the Creditors Committee, is the role of the Special Arbitrator.

The Plan provides that the holder of a tort claim against the
Diocese can choose to have his or her Tort Claim treated pursuant
to a convenience or matrix process.  The Special Arbitrator
determines the allowance and amount of the Tort Claim under those
two processes, Mr. Rafatjoo tells the Court.

The Special Arbitrator will also be responsible for computing the
aggregate amount of the matrix, litigation and non-releasing
litigation tort claims under the Plan, Mr. Rafatjoo says.  He
notes that for the claims processes to move efficiently and
successfully, the Special Arbitrator should begin his work before
Plan confirmation.

Mr. Calkins will be paid at the hourly rate of $200 for his
services, and $100 for travel time.  He will also be reimbursed
for necessary and reasonable costs.  He may also utilize his
paralegal staff at an hourly rate of $100.

Pre-confirmation, Mr. Calkins will make periodic applications for
compensation and reimbursement.  Payment for his staff will be
promptly and directly paid by the Diocese.

Mr. Calkin assures the Court that he is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court will hear the adequacy of Davenport's
disclosure statement explaining its reorganization plan on
March 5, 2008.  (Catholic Church Bankruptcy News, Issue No. 118;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000).


CATHOLIC CHURCH: Fairbanks' Creditors to Meet on April 9
--------------------------------------------------------
The United States Trustee for Region 18 will convene a meeting of
the Catholic Bishop of Northern Alaska's creditors on April 9,
2008, at 10:00 a.m. at Room 250, the Old Federal Building, 605 W.
4th Avenue, in Anchorage, Alaska.  This is the first meeting of
Fairbanks' creditors required under Sec. 341(a) of the Bankruptcy
Code in all bankruptcy cases.

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

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 118; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: Court Approves Filing of Documents Under Seal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska approves a
motion of the bishop of the Diocese of Fairbanks to file its
bankruptcy documents under seal.

In addition, the Court directs the Catholic Bishop of Northern
Alaska to provide:

   -- sealed pleadings, reports or other documents containing
      confidential identifying information to the Office of the
      United States Trustee, who is authorized to use the Sealed
      Pleadings in discharge of its duties and obligations,
      including the solicitation and appointment of any
      committee; and

   -- the Sealed Pleading to counsel for any committee appointed
      in  the case, but only after confidentiality procedures are
      agreed upon by the Diocese, the U.S. Trustee, and counsel
      for any appointed committee.

Pursuant to Section 107 of the Bankruptcy Code, and Rules 1007(j)
and 9018 of the Federal Rules of Bankruptcy Procedure, the
Catholic Bishop of Northern Alaska seeks permission from the Court
to:

   (a) file under seal portions of Schedule F of its statement of
       financial affairs, the bankruptcy case's master mailing
       list and any other pleadings, reports or documents that
       might be filed from time to time, which disclose the names
       of claimants alleging clergy sexual abuse; and

   (b) provide copies of the sealed portions of the pleadings,
       reports, lists or documents to the Office of the United
       States Trustee and to counsel for a committee of
       creditors, subject to a confidentiality protocol to be
       agreed upon between the Diocese and the creditors
       committee.

Section 107(b) provides bankruptcy courts with the power to issue
orders that will protect entities and individuals from potential
harm that may result from disclosure of potentially scandalous or
defamatory information, explains Susan G. Boswell, Esq., at
Quarles & Brady LLP, in Tucson, Arizona, the Diocese's proposed
counsel.  She says that advance determination of the request is
necessary, so that the Diocese can file all of the necessary
pleadings, and comply with applicable requirements of disclosure
required by the Bankruptcy Code and the Bankruptcy Rules.

Ms. Boswell relates that persons claiming sexual abuse, who have
filed suit, or who have advised the Diocese of potential claims,
have done so under pseudonyms or have disclosed their names
expecting that their identities would be held in confidence.  
Accordingly, the Diocese has the duty to keep the identities
private.

Claimants should not be forced to make their identities public to
be able to participate in the bankruptcy proceeding, Ms. Boswell
argues.  The Diocese has no objection if the claimants decide to
make their identities public.  However, the Diocese believes that
the decision should be left to each individual and should not be
forced upon victims.

                  Unofficial Committee Responds

An unofficial committee of tort claimants in the Diocese of
Fairbanks' Chapter 11 case says that in the Diocese's request, it
is not clear whether the Diocese is requesting that the U.S.
Trustee execute a confidentiality agreement.  Hence, the
Unofficial Committee asks Judge Donald MacDonald, IV to include in
his ruling that confidential information can be provided to the
U.S. Trustee without the need of a confidentiality agreement
because the disclosures are exempt under Exemption 6 of the
Freedom of Information Act.

The Unofficial Committee also informs the Court that it intends
to engage the Diocese in a discussion regarding a protocol on
confidentiality and will submit a stipulated protocol for the
Court's approval or raise the issue with the Court on a noticed
motion.

                     Official Service List

Judge MacDonald maintains that the official service list is
limited to:

   -- the Office of the United States Trustee;

   -- counsel for and each individual member of any official
      committees;

   -- the 20 largest unsecured creditors, which includes the
      Internal Revenue Service;

   -- any party against whom relief is sought; and

   -- those parties, who have requested or who later request
      special notice.

With respect the parties "who have requested or who later request
special notice",  Judge MacDonald directs that party to notify
the Clerk of the U.S. Bankruptcy Court for the District of Alaska
of the name and address of the "party against whom relief is
sought" so that the party may be included in the Official Service
List.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 118; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CEMA CONSTRUCTION: NY Court Certifies Workers' Class Action
-----------------------------------------------------------
Judge Walter B. Tolub of the New York Supreme Court gave class
certification to a lawsuit filed by New York city workers against
bankruptcy company CEMA Construction Corp., Bankruptcy Law 360
reports.

The workers alleged that the company failed to pay prevailing
wages to workers of the city's construction projects.


CENTERSTAGING MUSICAL: Files for Bankruptcy in California
---------------------------------------------------------
CenterStaging Musical Productions Inc. filed for Chapter 11
protection on March 10, 2008, in Los Angeles, California, putting
accountability on problems stemming from the Hollywood writers'
strike, on the reverse merger that made it a public company, and
on the startup costs of a new line of business, Bill Rochelle of
Bloomberg News reports.

Bloomberg, citing papers filed with the Court, states that the
company's assets include equipment worth $10 million, a music-
video library valued at as much as $16 million, and a main
facility in Burbank, appraised last June at $6.8 million.  The
company also has a studio in Bensalem, Pennsylvania.

Company president Johnny Caswell listed debts including
$5.8 million owed to secured creditors and $20 million in claims
of 325 unsecured creditors, Bloomberg reports.  Existing lenders
have offered $1.15 million financing.

Headquartered in Burbank, California, CenterStaging Musical
Productions, Inc. -- http://www.centerstaging.com/-- is a  
rehearsal and production services company that provides production
support for most of the live television award shows like the
Academy Awards and the Grammy Awards.  The company also is a
production-support provider for TV shows such as "The Late Show
With David Letterman," "The Tonight Show With Jay Leno" and "Late
Night With Conan O'Brien."  The company filed for Chapter 11
protection on March 10, 2008 (Bankr. C.D. Calif. Case No. 08-
13019).  Lewis R. Landau, Esq., in Calabasas, California,
represents the Debtor.


CGP INC: Court Approves Hiring of Cohen, Pollock as Attorneys
-------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia granted CGP, Inc. authority to employ Cohen, Pollock,
Merlin & Small as its attorneys.

The firm is expected to:

   a. prepare pleadings and applications and conduct examinations
      incidental to administration;

   b. develop the relationship of the status of debtor-in-
      possession to the claims of creditors in this case;

   c. advise the debtor-in-possession of its rights, duties and
      obligations as debtor-in-possession;

   d. take any and all other necessary action incident to the
      proper preservation and administration of the Debtor's
      estate.

The Debtor will pay firm at it standard hourly rates:

   Professional                Rate
   ------------                ----
   Gus H. Small                US$435
   Karen Fagin White           US$390
   Bruce Z. Walker             US$310
   Anna M. Humnicky            US$215
   Karl L. Lemons, Paralegal   US$160

The Debtor believes that the employment of the firm is necessary
and in the best interest of its estate.  To the best of Debtor's
knowledge, the firm does not currently hold any adverse interest
to the Debtor's estate.

Blairsville, Georgia-based CGP, Inc. owns and manages real estate.  
The Company filed for Chapter 11 Petition on Feb. 5, 2008 (Bankr.
N.D. Ga. Case No. 08-20310).  Cohen, Pollock, Merlin & Small
represents it in its restructuring efforts.  At its bankruptcy
filing, the Company listed between $10 million and $50 million in
assets and between $1 million to $10 million in debts.


CHAMPION ENTERPRISES: Reorganization Cues Bobby Williams Departure
------------------------------------------------------------------
Champion Enterprises Inc. disclosed that in connection with the
reorganization of its North American manufacturing operations,
Robert Williams, its vice president-operations, will no longer be
with the company.

In addition the company has reduced its four North American
regional offices to two in an effort to streamline operations and
reduce costs.

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.


CHARTER COMMUNICATIONS: Names Eloise Schmitz as Interim CFO
-----------------------------------------------------------
Jeffrey T. Fisher, Executive Vice President and Chief Financial
Officer of Charter Communications, Inc., will resign effective
April 4, 2008.  The company also disclosed it will name Eloise
Schmitz as Interim Chief Financial Officer.

"JT has made numerous contributions to Charter and we appreciate
his service," Charter President and Chief Executive Officer, Neil
Smit, said.  "He's developed an outstanding team and I am
confident they will ensure a smooth transition period."

"Charter has made great progress over the past two years," JT
Fisher commented.  "I am pleased to have played a role in that
effort and am confident I'm leaving the Company well positioned
for continued growth."

Effective April 4, 2008, Eloise Schmitz will serve as Interim
Chief Financial Officer in addition to her regular duties as
Senior Vice President, Strategic Planning.  Ms. Schmitz has served
Charter in roles of increasing responsibility in finance and
strategic planning since 1998.  Prior to joining Charter, Ms.
Schmitz was Vice President, Group Manager, for Mercantile Bank,
now US Bank, in St. Louis.

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.

                         *     *     *

As reported in yesterday's Troubled Company Reporter, 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.

Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Charter Communications Inc. and revised its
outlook to negative from stable.


CHASE COMMERCIAL: Fitch Affirms 'B' Rating on $5.9MM Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Chase Commercial
Mortgage Securities Corp.'s commercial mortgage pass-through
certificates, series 1999-2, as:

  -- $443.9 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $41.1 million class B at 'AAA';
  -- $37.2 million class C at 'AAA';
  -- $11.7 million class D at 'AAA';
  -- $27.4 million class E at 'AAA';
  -- $11.7 million class F at 'AAA';
  -- $27.4 million class G at 'A+';
  -- $7.8 million class H at 'A-';
  -- $6.8 million class I at 'BBB+';
  -- $8.8 million class J at 'BBB-';
  -- $6.8 million class K at 'BB-';
  -- $5.9 million class L at 'B'.

The $12.4 million class M is not rated by Fitch.  Class A-1 has
been paid in full.

Although the transaction has had additional pay down and
defeasance since Fitch's last review, affirmations are warranted
due to upcoming maturities and adverse selection with a more
concentrated pool.  Twenty-nine loans (35.3%) have been defeased.  
As of the February 2008 distribution date, the pool's aggregate
collateral balance has been reduced approximately 17.1% to
$649.1 million from $782.7 million at issuance.  Of the original
92 loans, 83 remain.

The largest non-defeased loan (6.8%) is secured by a retail
property located in Auburn, Massachusetts.  As of Sept. 30, 2007,
the property is 95% occupied.

The second largest non-defeased loan (5.8%) is secured by a retail
property in Winchester, Virginia.  As of Sept. 30, 2007, the
property is 90% occupied.

The third largest non-defeased loan (5.2%) is secured by a hotel
in San Francisco, California.  As of year-end 2006, the property
is 81% occupied.

Fifty-one non-defeased loans (62.4%) mature in 2009 with a
weighted average mortgage coupon of 8.23%.  No other loans mature
until 2011.


CHENIERE ENERGY: Dec. 31 Balance Sheet Upside-Down by $302 Million
------------------------------------------------------------------
Cheniere Energy Inc.'s consolidated balance sheet at Dec. 31, 2007
showed $2.96 billion in total assets and $3.26 billion in total
liabilities, resulting in a $302.1 million total stockholders'
deficit.

The company reported a net loss of $52.6 million on total revenues
of $638,000 for the fourth quarter ended Dec. 31, 2007, compared
with a net loss of $93.3 million on total revenues of $800,000
during the corresponding period in 2006.

For the year ended Dec. 31, 2007, Cheniere reported a net loss of
$181.8 million on total revenues of $647,000, compared to a net
loss of $145.9 million on total revenues of $2.4 million for the
comparable period 2006.

Results for the quarter and year ended Dec. 31, 2007, were
primarily impacted by costs associated with the continued
development of the company's LNG terminal platform and related
pipeline infrastructure, including construction of the Sabine Pass
LNG receiving terminal and Creole Trail pipeline, the expansion of
the company's organization in preparation for operations and
financing activities, including the formation of Cheniere Energy
Partners L.P.

"We are very pleased with the progress we have made on the
development of our platform," said Charif Souki, chairman and
chief executive officer.  "After approximately three years of
construction, the Sabine Pass LNG receiving terminal is scheduled
to come on line in the second quarter of 2008 with an initial send
out capacity of 2.6 Bcf/d and storage capacity of 10.1 Bcf.  

"The Creole Trail pipeline, designed to provide 2.0 Bcf/d takeaway
capacity from the terminal, is also scheduled to come on line
concurrently with the initial start up of the Sabine Pass LNG
receiving terminal.  Construction will continue in order to expand
the terminal to a total send out capacity of 4.0 Bcf/d and total
storage capacity of 16.8 Bcf by second quarter 2009.  Construction
is on track and on budget."

                           2007 Results

Results were primarily impacted by LNG receiving terminal and
pipeline development costs and general and administrative
expenses.  Loss from operations was $163.9 million in 2007
compared to $75.9 million in 2006.  

LNG receiving terminal and pipeline development expenses increased
from $12.1 million in 2006 to $34.7 million in 2007.  Expenses
primarily include salaries for employees developing the Sabine
Pass LNG receiving terminal and Creole Trail pipeline.  

General and administrative costs increased from $58.0 million in
2006 to $122.0 million in 2007.  The increase in expenses is
primarily due to expansion of the company's corporate and
marketing operations and includes non-cash compensation expense
related to the expensing of stock options and restricted stock
beginning in 2006.  The number of employees has increased from 237
in 2006 to 376 in 2007.

Interest expense increased from $54.0 million in 2006 to
$104.6 million in 2007 due to an increase in average debt
outstanding year over year.  Interest income increased from
$49.1 million in 2006 to $82.6 million in 2007 due to an increase
in the average outstanding cash balance year over year.

              Unrestricted Cash and Cash Equivalents

At Dec. 31, 2007, Cheniere had unrestricted cash and cash
equivalents of $296.5 million compared to $463.0 million at
Dec. 31, 2006.  The primary sources of cash and cash equivalents
during 2007 were the receipt of $203.9 million in net proceeds
from the sale of Cheniere Energy Partners L.P. common units to the
public and receipt of $391.7 million in net proceeds from a
$400.0 million term loan in May 2007.

The primary use of the proceeds from the term loan was to purchase
9,175,595 shares of the company's common stock at a cost of
$325.0 million.  Another significant use of cash was for the
construction of the Creole Trail pipeline, with costs incurred
through Dec. 31, 2007, of $422.2 million.  The company said that
estimated costs for construction of the Creole Trail pipeline,
before financing costs, are approximately $550.0 million.

    Restricted Cash, Cash Equivalents and Treasury Securities

At Dec. 31, 2007, Cheniere held restricted cash, cash equivalents
and treasury securities totaling $770.2 million, which was
comprised of $420.4 million dedicated to the completion of the
construction of the Sabine Pass LNG receiving terminal including
the expansion to 4 billion cubic feet per day of throughput
capacity, $212.8 million reserved for interest payments on the
Sabine Pass LNG, L.P. senior secured notes, $75.7 million as a
reserve for distributions to Cheniere Partners' common unit
holders and $61.3 million related to various other legal
restrictions.  

Estimated costs, before financing costs, for construction of the
Sabine Pass LNG receiving terminal are approximately $1.4 billion.  
Costs incurred through Dec. 31, 2007 were $1.0 billion.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2903

                      About Cheniere Energy

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG  
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

                          *     *     *

As of March 12, 2008, the company holds Standard & Poor's "B"
long-term foreign and local issuer credit ratings.  The outlook is
stable.


CHINA DIGITAL: Zhong Yi Expresses Going Concern Doubt
-----------------------------------------------------
Hong Kong-based Zhong Yi C.P.A. Company Limited raised substantial
doubt about the ability of China Digital Wireless Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2006.  The
auditor pointed to the company's substantial losses.

The company posted a net loss of $10,577,418 on total revenues of
$2,889,436 for the year ended Dec. 31, 2006, as compared with a
net income of $1,811,107 on total revenues of $20,419,022 in the
prior year.

At Dec. 31, 2006, the company's balance sheet showed $4,464,612 in
total assets, $1,117,975 in total liabilities, and $3,346,637 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2906

                       About China Digital

China Digital Wireless Inc., provides value added information
services, cellular phone distribution and advertising services
through its Chinese operating subsidiaries.  In 2006 and first
quarter of 2007, the company also began to engage in recycling
energy business, providing energy saving and recycling products
and services.  The company is headquartered in Shanghai, China.


CHRYSLER LLC: Increases Purchases from Minority Suppliers in 2007
-----------------------------------------------------------------
Chrysler LLC spent $4.8 billion with minority suppliers in 2007,
representing 15.5% of its total purchasing and an increase of
$900 million from the previous year.  In the last nine years, the
company has increased the amount spent with minority suppliers by
182%, from $1.7 billion in 1998 to $4.8 billion in 2007.  This
significant increase reinforces Chryslers long-term commitment to
the economic development and growth of its minority suppliers.

"Given the tremendous cost pressures facing the industry as a
whole, it is heartening to see minority suppliers continue to
increase their share of Chrysler business year-over-year," John
Campi, Executive Vice President  Global Sourcing, Chrysler LLC,
said.  "Moving forward, it is imperative that Chrysler and all of
its suppliers work together to collaborate on innovations and
wring cost out of the supply chain.  Our ability to reach these
goals together and weather the economic challenges will, in some
large measure, determine our future success."

The companys diversity supplier development initiatives extend to
its Tier 1 and Tier 2 supplier base.  Tier 1 suppliers are
expected to source at least nine percent of their procurement
through qualified minority suppliers during the 2008 calendar
year.

"With the entire automotive industry facing tough economic
challenges, Chrysler has never wavered in its commitment to
diversity" Jethro Joseph, Senior Manager  Diversity Supplier
Development, Chrysler LLC, said.  "Success takes a team effort and
our employees and supply base continue to hold themselves
accountable to achieve diversity."

Since 1983, Chrysler has purchased more than $38 billion from
minority-owned companies and has developed a number of programs to
build its minority supplier base.  Chrysler continues to support
several organizations geared to assisting Tier 1 suppliers achieve
their minority sourcing goals, including the National Minority
Supplier Development Council and the Canadian Aboriginal Minority
Supplier Council.

In 2007, Chrysler launched its Diverse Employee Initiative that
aims to recognize and reward suppliers who demonstrate a
commitment to diversity in their hiring processes.

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.


CINEMARK HOLDINGS: Paying $0.18/Share Cash Dividend on March 14
---------------------------------------------------------------
Cinemark Holdings Inc.'s board of directors declared a cash
dividend for fourth quarter of fiscal 2007 of $0.18 per share of
common stock.  The dividend will be paid on March 14, 2008, to
stockholders of record on March 6, 2008.

The company intends to pay a regular quarterly dividend at an
annual rate equal to $0.72 per share of common stock or a
quarterly rate equal to $0.18 per share of common stock.  The
declaration of future dividends on its common stock will be at the
discretion of the board of directors which will depend upon many
factors, including our results of operations, financial condition,
earnings, capital requirements, limitations in our debt agreements
and legal well as other relevant factors.

Cinemark Holdings Inc. -- http://www.cinemark.com/-- is into  
theatre exhibition industry.  The company operates 395 theatres
and 4,479 screens in 37 states in the United States and
internationally in 13 countries, primarily in Mexico and South
and Central America.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating on Cinemark Holdings Inc. and subsidiary Cinemark
Inc., which S&P analyze on a consolidated basis.  At the same
time, S&P removed the ratings from CreditWatch with positive
implications, where they were placed on May 17, 2007.  The outlook
is positive.


COMMERCIAL CASUALTY: To Be Owned by Berkshire After Stake Swap
--------------------------------------------------------------
White Mountains Insurance Group Ltd. entered into an exchange
agreement on March 8, 2008, with Berkshire Hathaway Inc. to
transfer certain runoff businesses and a substantial amount of
cash to Berkshire Hathaway in exchange for substantially all of
the common shares of White Mountains owned by Berkshire Hathaway.

A full copy of the exchange agreement between Berkshire Hathaway
Inc., General Reinsurance Corporation, White Mountains Insurance
Group Ltd. and Railsplitter Holdings Corporation is available for
free at http://ResearchArchives.com/t/s?2900

A full copy of the tax matters agreement between the companies is
available for free http://ResearchArchives.com/t/s?2901

Under the terms of the agreement, Berkshire Hathaway would
exchange all or substantially all of its 16.3% stake in White
Mountains (1,724,200 common shares) for 100% of a White Mountains
subsidiary, which will hold Commercial Casualty Insurance Company,
International American Group Inc. and $751 million in cash,
subject to adjustment.

As of Dec. 31, 2007, CCIC and IAG had combined gross assets of
approximately $435 million and adjusted shareholder's equity of
$58 million.  Following the consummation of the transaction,
expected during the third quarter of 2008, the outstanding common
shares of White Mountains would be reduced to approximately
8.8 million shares.

"This agreement allows White Mountains to exit runoff businesses
with potentially volatile reserves, to significantly reduce
undeployed capital and to redeem one-sixth of the company's shares
at a small premium to GAAP book value.  This transaction creates
substantial value for White Mountains and our remaining
shareholders," said Ray Barrette, CEO of White Mountains.

"Warren Buffett and Berkshire Hathaway were key to the financing
of our acquisition of CGU/OneBeacon in 2001, and all shareholders
benefited handsomely from the relationship.  White Mountains is
now a larger, more diversified business, competing actively in
many areas with Berkshire Hathaway.  This is a graceful, value-
enhancing way to go our separate ways."

The aggregate exchange value of $836 million, or $485 per share,
is based on the closing price of White Mountains' common shares on
the New York Stock Exchange on the date on which senior management
of the parties tentatively accepted the concept of the
transaction, subject to final negotiation of the value of the
exchanged subsidiaries, completion of mutually acceptable
definitive documents and approval by White Mountains' board of
directors.

White Mountains and Berkshire Hathaway have structured the
transaction in a manner intended to comply with Section 355 of the
Internal Revenue Code.  Accordingly, neither White Mountains nor
Berkshire Hathaway expects to realize a taxable gain as a result
of the exchange.  The number of White Mountains common shares to
be exchanged and the amount of cash to be included are subject to
tax related adjustment.

The transaction is subject to customary closing conditions,
including, among other things, regulatory approvals and the
receipt of a ruling from the Internal Revenue Service.

The transaction has been unanimously approved by the board of
directors of White Mountains.  Although Berkshire Hathaway has
been an important investor in White Mountains since 2001, it has
never had representation on the board of directors.

                   About Berkshire Hathaway

Omaha, Nebraska-based Berkshire Hathaway Inc. (NYSE: BRK.A/B) --
http://www.berkshirehathaway.com/-- is a holding company owning  
subsidiaries engaged in a number of diverse business activities.
The most important of these are insurance businesses conducted on
both a primary basis and a reinsurance basis. Berkshire also owns
and operates a large number of other businesses engaged in a
variety of activities, as identified herein. Berkshires operating
businesses are managed on an unusually decentralized basis.

                     About White Mountains

White Mountains Insurance Group Ltd. (NYSE and Bermuda Stock
Exchange: WTM) -- http://www.whitemountains.com/-- is a Bermuda-
domiciled financial services holding company.


COMMERCIAL CASUALTY: A.M. Best Puts 'bb-' IC Rating Under Review
----------------------------------------------------------------
A.M. Best has placed the Financial Strength Rating of B-(Fair) and
Issuer Credit Rating of "bb-" of Commercial Casualty Insurance
Corp. under review with positive implications.  These rating
actions are in conjunction with the inclusion of CCIC in an
exchange agreement between White Mountains Insurance Group, Ltd.,
and Berkshire Hathaway Inc.

A.M. Best Co. also commented that the financial strength and
issuer credit ratings of White Mountains and its principal
operating units are unchanged following the Berkshire exchange
agreement.

Under the terms of the agreement, Berkshire will exchange all or
substantially all of its approximate 16% stake in White Mountains
-- 1,724,200 common shares, subject to adjustment -- for 100% of a
White Mountains' subsidiary, whose holdings will consist solely of
Commercial Casualty Insurance Company, International American
Group, Inc. and $751 million in cash, subject to adjustment.  The
aggregate exchange value is $485 per White Mountains' share held
by Berkshire or $836 million if all shares are exchanged.  IAG
includes two run-off subsidiaries, American Centennial Insurance
Company and British Insurance Co. of Cayman.

Pro-forma for the exchange, debt leverage and risk-adjusted
capitalization of White Mountains' subsidiaries are expected to
remain in line with their current FSR and ICRs.  Similarly, White
Mountains' consolidated debt leverage and interest coverage ratios
are expected to continue to support its current ICR.

The transaction is expected to close during the summer of 2008.


COMSTOCK HOMEBUILDING: Extends Discount Option on $30M Notes
------------------------------------------------------------
Comstock Homebuilding Companies Inc. entered into an amended and
restated agreement with JP Morgan Ventures in relation to its
$30 million senior unsecured notes.

Under the terms of the agreement, the company and the noteholder
have extended the company's option to secure a $15 million
discount in the outstanding principal amount of the notes from
March 10, 2008 to March 14, 2008.  The company indicated that it
intends to:

   -- make a $6 million cash payment to the noteholder, as
      compared to $8 million previously required;

   -- enter into an amended and restated indenture for
      $9 million, as compared to $7 million previously required;
      and

   -- issue the noteholder a warrant for the purchase of
      1.5 million shares of the company's Class A Common Stock
      with a seven-year term at an exercise price of $0.70 per
      share, as compared to 1 million shares previously required.

Under the terms of the agreement the company increased its non-
refundable deposit from $250,000 to $1 million with the deposit to
be applied at closing.  Other terms of the agreement remained the
same.  The closing extension was requested by the company to allow
it time to close on the financing needed to execute on its option.

For fiscal year 2007 the company is a non-accelerated filer which
means it has until the end of March to file its 10-K.  In
connection with the extension of closing on the restructuring of
the Notes, the company has elected to postpone the filing of its
10-K and its investor conference call both to accommodate full
disclosure of the transaction and associated funding in its filing
and to allow for discussion of the transactions during its
investor conference call.

The company now expects to release its 10-K on March 24, 2008, and
hold its investor conference call on March 25, 2008. Details for
the call will be forthcoming.

                About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a
diversified real estate development firm with a focus on
moderately priced for-sale residential products.  Established in
1985, Comstock builds and markets single-family homes, townhouses,
mid-rise condominiums, high-rise condominiums, mixed-use urban
communities and active adult communities.  The companycurrently
markets its products under the Comstock Homes brand in the
Washington, D.C., Raleigh, North Carolina, and Atlanta, Georgia
metropolitan areas.  Comstock develops mixed-use, urban
communities and active-adult communities under the Comstock
Communities brand.

                          *     *     *

On Oct. 25, 2007, the company entered into loan modification
agreements which extended maturities and provided for a
forbearance agreement with respect to all financial covenants.  
The forbearance runs until March 31, 2008.  As of Sept. 30, 2007,
the company had $11.1 million outstanding to M&T Bank, and is not
in compliance with the tangible net worth covenant.


COMVERSE TECH: S&P Chips Corporate Credit Rating to 'B+' From BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and other ratings on New York, New York-based Comverse
Technology Inc. to 'B+' from 'BB-' and removed them from
CreditWatch.  The outlook is negative.
     
The ratings on these entities were placed on CreditWatch with
negative implications on March 15, 2006, following the company's
announcement that it created a special committee to review matters
related to stock option grants, and its inability to meet
financial statement filing deadlines.
     
The downgrade reflects concerns surrounding Comverse's inability
to file financial statements with the SEC since early 2006 because
of investigations into stock option practices and earning
manipulation; and more recently, the need to review its financial
statements regarding the impact of vendor specific objective
evidence on revenue recognition.  Additional rating concerns
include potential financial liabilities that may arise because of
shareholder lawsuits, an ongoing SEC investigation, and the
addition of $635 million of bank debt at Comverse's majority-owned
subsidiary, Verint Systems Inc. (B/Developing/--) to fund an
acquisition that weakened Comverse's consolidated credit metrics.

In December 2007, Comverse said that -- as a result of its
evaluation of its recognition of revenue based on the application
of Statement of Position (SOP) 97-2, Software Revenue Recognition,
specifically relating to Vendor Specific Objective Evidence -- it
wasn't in a position to issue financial statements or disclose
revenue -- or financial information derived from revenue -- for
the fiscal quarter ended October 31, 2007.

In a regulatory filing with the Securities and Exchange
Commission, Comverse said it intends to file its periodic reports  
for the fiscal years ended January 31, 2006 and January 31, 2007;
the fiscal quarters ended April 30, 2007, July 31, 2007 and
October 31, 2007; and any prior periods required for the Company
to be current in its reporting obligations, together with any
restated historical financial statements, as soon as practicable.

Comverse said any accounting errors identified as a result of the
evaluation are only expected to impact the timing of revenue
recognized and not to call into question the validity of the
underlying transactions or revenue.

In late January, Comverse's internal special committee released
its report that said the company's previous management manipulated
stock option grants and earnings.  The report recommended a number
of remedial efforts, many of which have already been implemented,
including dismissing and pursuing remedies against senior
management involved in the fraud, replacing most board members,
and hiring a new CEO.

A full-text copy of the Special Committee's report is available at
no charge at:

     http://ResearchArchives.com/t/s?290f
     
Despite completion of the special committee investigations, S&P
says Comverse remains unable to file with the SEC because of the
VSOE review.  The review, which encompasses evaluating revenue
recognition for multi-deliverable software products, is not
expected to affect aggregate reported revenue, but may change the
periods in which the revenue was reported.
      
"Comverse has provided sufficient operating and financial data to
maintain the rating, despite its non-filing status," said Standard
& Poor's credit analyst Susan Madison.


DANIEL WEBSTER: Moody's Retains 'B1' Rating on 1999 and 2001 Bonds
------------------------------------------------------------------
Moody's Investors Service affirmed its B1 rating on Daniel Webster
College's Series 1999 and 2001 bonds which were issued through the
New Hampshire Health and Educational Facilities Authority.  The
College has $16.4 million of debt rated by Moody's and
$21.9 million of total outstanding debt, including bonds, various
capital leases, notes payable, and a line of credit.  The
College's rating outlook remains negative reflecting Moody's
concerns about the College's very thin liquidity, future capital
needs, and possibility of associated borrowing.

Legal security: Obligations under the loan agreements are a
general obligation of College.  The bonds are secured by debt
service reserve funds, a pledge of the College's gross receipts,
and a first priority mortgage on and security interest in
substantially all of the College's land, building, and equipment
at its Nashua, New Hampshire campus, subject to permitted
encumbrances.

In addition to the rated bonds, the College had $2.5 million
outstanding on a line of credit as of June 30, 2007.  The line of
credit is annually renewable by the bank, payable on demand by the
bank, and is secured by certain accounts receivable and a first
security interest in certain aircraft owned by the College.  As of
the end of FY 2007, Daniel Webster also had $2.8 million of notes
payable outstanding which are collateralized by certain aircraft
and vehicles.

Debt-related rate derivatives: None

                            Strengths

* Large entering class in fall 2007 (286 freshmen compared to
  entering classes at or below 200 students in 2002-2006) at this
  private college located in Nashua, New Hampshire contributing to
  total enrollment growth (944 full-time equivalent students)
  after two year's of enrollment declines; Management reports that
  fall 2007 represents the largest incoming class in the College's
  history and is attributable to diversification of program
  offerings, with the growth not concentrated in the aviation
  flight operations division which represents approximately one-
  third of total enrollment.

* Healthy growth of net tuition per student in FY 2006 and 2007
  after declines in net tuition per student and net tuition
  revenue in previous years.  Growth of net tuition per student
  ($17,192 in FY 2007) is a critical credit factor as the College
  relies on student charges for nearly 95% of its operating  
  revenue.

* Legal structure provides some additional bondholder security,
  including debt service reserve funds, first priority mortgage,
  pledge of gross receipts, and rate covenant.

                           Challenges

* Extremely thin liquidity ($92,000 of unrestricted cash and
  investments at June 30, 2007) and reliance on line of credit for
  seasonal cash flow needs.  Excluding plant equity, the College's
  financial resource base is negative at -$1.9 million.

* Despite a large entering class, Daniel Webster's overall size
  remains small (944 FTE students and $19.3 million of operating
  revenue).  The College remains heavily dependent on student
  charges, making it very vulnerable to any fluctuations in
  enrollment.

* By Moody's calculation, the College's operating performance in
  FY 2007 improved despite a smaller than anticipated entering
  class in fall 2006.  Management made budget adjustments in
  response to the small entering class size and focused on expense
  containment (only 1% expense growth in FY 2007).  As a result,
  the College generated close to balanced operations in FY 2007
  and 1.5 times debt service coverage.

* Significant capital needs and capital intensive program as a
  result of aviation programs.  The College is in the early stages
  of evaluating different opportunities to work with private
  developers to construct additional student housing and a student
  union on campus.  Moody's would need to evaluate the sources of
  payment and legal structure for these proposed projects in order   
  to assess their specific credit impact.

                       Recent Developments

The College has negotiated a $150,000 settlement (full liability
booked in FY 2007) related to a lawsuit involving the estate of a
past contributor to the College.  The plaintiff originally sought
recovery of $1.7 million of contributions made to the College.  
Moody's believes that the uncertainty surrounding the outcome and
possible negative credit impact of this lawsuit has been
eliminated.

Daniel Webster recently received 10 year reaccreditation from the
New England Association of Schools and Colleges.

                           Outlook

The negative outlook reflects the College's very thin liquidity
and future capital needs which could require additional borrowing.   
The College's ability to maintain improved debt service coverage
levels and demonstrate moderate growth of unrestricted cash and
investments could result in the outlook being revised to stable in
the future.

              What could change the rating - Up

Unlikely at this time given the negative outlook.  However, over
the longer-term significant growth of liquid financial resources
coupled with enrollment growth and stronger annual cash flow and
debt service coverage could lead to improved credit quality.

              What could change the rating - Down

Additional borrowing absent growth of revenue to support increased
debt service; enrollment declines resulting in operating deficits
and weaker cash flow

                         Key Indicators

  -- Total Full-Time Equivalent (FTE) Enrollment: 944 FTE
  -- Total Financial Resources: -$1.9 million
  -- Total Direct Debt: $21.9 million
  -- Expendable Financial Resources to Debt: -0.2 times
  -- Expendable Financial Resources to Operations: -0.2 times
  -- Operating Revenue: $19.3 million
  -- Three-Year Average Operating Margin: -1.7%
  -- Operating Cash Flow Margin: 12.5%
  -- Three-Year Average Debt Service Coverage: 1.1 times

                          Rated Debt

  -- Series 1999 and 2001: B1


DAVITA INC: Richard K. Whitney Returns as Chief Financial Officer
-----------------------------------------------------------------
Richard K. Whitney rejoined DaVita Inc. as chief financial officer
effective March, 1, 2008.  Mr. Whitney will be working with DaVita
in a part-time role that is expected to go on for one to two
years.

"We are glad to have [Mr. Whitney] once again join the DaVita
team," Kent Thiry, chief executive officer, commented.  "[Mr.
Whitney] has been working with us the past few years on a
consulting basis since his departure in 2004.  He is a natural fit
in our organization and brings a wealth of financial and industry
experience to the role."

Mr. Whitney is founder and managing member of Whitney Capital LLC,
a private equity investment firm which invests in healthcare
services and products companies.  Mr. Whitney also serves as a
Venture Partner with New Enterprise Associates.

>From 2005 to 2006, Mr. Whitney was executive chairman of Specialty
Laboratories, where he led the turnaround and sale of the company
for approximately $300 million.  From 2000 to 2004, Mr. Whitney
served as chief financial officer of DaVita Inc.

                    About DaVita Inc.

Headquartered in El Segundo, California, DaVita Inc. (NYSE: DVA)--
http://www.davita.com/-- provides dialysis services and education   
for patients with chronic kidney failure and end stage renal
disease.  DaVita manages over 1,300 outpatient facilities and
acute units in over 700 hospitals located in 43 states and the
District of Columbia, serving more than 103,000 patients.

                          *     *     *

Moody's Investor Service placed DaVita Inc.'s long-term corporate
family and probability of default ratings at 'Ba3' in February
2007.  The ratings still hold to date with a stable outlook.


DELPHI CORP: Closes Interiors & Closures Biz Sale to Renco Group
----------------------------------------------------------------
The Renco Group, Inc. disclosed that its wholly owned subsidiary,
Inteva Products, LLC, has completed the acquisition of Delphi's
Global Interiors and Closures businesses from Delphi Corp.  The
transaction includes the entire book of business, manufacturing
operations, intellectual property, supplier contracts and joint
venture interests.

Under the terms of the transaction, Delphi's Global Interiors and
Closures businesses and talented workforce will now become part of
Inteva.  Inteva is an engineering, manufacturing powerhouse
serving customers around the world with innovative interior and
closure solutions for vehicles ranging from entry level compacts
and luxury sedans to pick-ups and massive commercial vehicles.  
With 17 facilities on three continents, Inteva brings more than 90
years of product experience and expertise to customers while
delivering flawless execution and superior engineering.

"Under the strong leadership team led by Inteva CEO Lon
Offenbacher, we are excited by the opportunity this acquisition
has presented to invest in a low cost automotive supplier with
global growth opportunities," Ira Rennert, founder and chief
executive officer of Renco, commented.  "Inteva's engineering,
design and manufacturing capabilities and global footprint
position the company well for long term profitable growth."

Concurrent with the acquisition, Inteva had obtained a new
senior credit facility arranged by Wachovia Capital Markets, LLC,
and Bank of America Securities, LLC, with Wachovia Bank, National
Association, as Administrative Agent.

                      About The Renco Group

The Renco Group, Inc., is a private diversified investment holding
company with a broad portfolio of operating companies and
financial investments.  Renco holds interests in a number of
companies in the mining, automotive, magnesium, steel, metals
fabrication and material handling industries.  Operating
companies in which Renco holds an interest include AM General,
Doe Run Resources, US Magnesium, Inteva Products LLC, Unarco
Material Handling and Baron Drawn Steel.  Renco generates in
excess of $5,500,000,000 in revenue while employing over 12,000
people worldwide.

                       About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 117; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)         

                           *     *     *

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

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

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


DELTA AIR: Disbands Merger Advisers, Stresses "Stand-Alone Plan"
----------------------------------------------------------------
As the pilots' negotiations stall, Delta Air Lines, Inc.,
disbanded a group of outside advisers who helped the airline
craft a merger deal with Northwest Airlines Corporation,
Bloomberg News reports, citing people with knowledge of the
matter.

Delta is putting on hold the services of their advisers until the
carriers' pilots resolve their differences, particularly on
meshing seniority lists, Bloomberg says.

Delta's chief financial officer Ed Bastian said in a statement
that no merger is imminent unless "Delta [gets a] deal that
protects pilots' seniority."

In an interview with CNBC television, Mr. Bastian emphasized
Delta's strong stand-alone plan and that the company "[does] not
feel pushed or hurried into any decision."

"If we find the right deal, we'll pursue it," he told CNBC.

                     Pilot Talks Resume

Reuters reports that the Delta and Northwest pilots have revived
discussions on resolving differences in merging their contracts.

The two sides had not met since Feb. 21, people familiar with the
situation told The Associated Press.

The meetings have involved a handful of senior pilots and are not
formal negotiations, Reuters says, citing a person familiar with
the talks.

Some progress was made during discussions in Washington on how to
integrate the Delta and Northwest pilot-seniority systems, but no
possible agreement is foreseen in combining the seniority lists,
a person involved with the matter said, according to the Wall
Street Journal.

The pilot unions, both affiliated with the Air Line Pilots
Association, have refused to comment on any new meetings held
and on merger developments.

WSJ says that the series of snags in the consolidation talks have
some investors losing patience.  An investor has privately told
WSJ that a pilot accord on seniority is neither required by law
or by both contracts under the carriers' unions, so the airlines
could close a deal now and sort out the pilots seniority later.

Delta declined to comment on the matter.

          PBGC Wants In On Delta-Northwest Merger Talks

In a letter dated February 28, 2008, the Pension Benefit Guaranty
Corporation director Charles E. F. Millard wrote to Delta and
Northwest that the pension agency should take a role in the
carriers' current merger discussions to ensure "that all
appropriate considerations with respect to the continued health
of the airlines' defined benefit pension plans are addressed,"
the AP reports.

The PBGC assumed Delta's pilot pension during the airline's
Chapter 11 reorganization and has become a major shareholder.  A
change in the law during Northwest's bankruptcy afforded the
airline more time to get caught up on its pensions, the AP says.

The AP quotes Mr. Millard as saying that Delta and Northwest's
pension plans "do not have enough assets to pay all promised
benefits: if the plans were to terminate, they would be
underfunded by over $7,000,000,000."

"Delta has been very clear that any consideration of potential
consolidation must protect the interests of our employees and
retirees, including ensuring that their pension plans are
maintained," Delta spokesman Anthony Black told the newspaper.

Northwest spokeswoman Tammy Lee said the carrier is confident
that all its pension plans would continue to be funded as
required under the Pension Protection Act of 2006, if any merger
were to occur, the AP says.

            Anderson: Mum on Delta and Northwest Talks

In his keynote address at the Federal Aviation Administration's
annual industry forecast conference, Mr. Anderson refused to
answer questions about the possible Delta and Northwest tie-up,
the Atlanta-Journal Constitution says.

The Delta CEO, however, condemned federal officials for failing
to help restrain fuel costs, saying, "We don't have an energy
policy in this country, and we need one."

Mr. Anderson expressed his frustration on the oil-price
situation, saying, "if policymakers were serious about conserving
fuel, they would be installing new air-traffic control equipment
and systems more quickly to reduce flight delays," the paper
disclosed.

Oil prices, currently at $108 a barrel, is undermining airline
profitability at an alarming rate, said Mr. Anderson, according
to the report.

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--     
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).

                          *     *     *

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


DIABLO GRANDE: Blames Bankruptcy Filing on Housing Market Slump
---------------------------------------------------------------
Diablo Grande LP filed for bankruptcy due to the slump in the
country's housing market, Tim Moran writes for The Modesto Bee.

Modesto Bee relates that Diablo Grande defaulted on a $900,000
loan owed to Oak Valley Community Bank and currently owes $3
million to Veolia Water North America, a water provider and water
treatment plant operator.  The bank loan is secured by five
housing lots, Oak Valley chief executive officer told Modesto Bee
in January 2008.  Veolia division president Charles Voltz
commented that the bankruptcy of Diablo Grande wasn't a surprise
since it was in constant contact with the Debtor while planning to
file for bankruptcy, Modesto Bee notes.

Diablo Grande had issues of water quality caused by its
distribution system run by Western Hills Water District, which is
managed by Diablo Grande, hence, Veolia is not at fault, Modesto
Bee quotes Mr. Voltz as saying.

Two of the Debtor's golf courses that were shut down in December
2007 and January 2008, were reopened last weekend, Modesto Bee
says.  The report reveals that the Debtor's resort has been
marketed by Marcus & Millichap for over a year now.  There were
already three offers to buy the resort but are all below the
asking price of $150 million.

Diablo Grande vice president Dwain Sanders refused to comment on
the matter and said that officials are busy with the bankruptcy,
Modesto Bee reports.  Modesto Bee previously quoted Mr. Sanders'
statement in January 2008 saying the company is "feeling the
effect of the housing market."

                       About Diablo Grande

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center.  Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president.  It filed for chapter 11
protection on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-
90365).  Judge Robert S. Bardwil is presiding the case.  Michael
H. Ahrens, Esq., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed asset
and debts between $50 million and $100 million.  The Debtor did
not file a list of its largest unsecured creditors.


DOMINION HOMES: PwC Raises Substantial Going Concern Doubt
----------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about Dominion
Homes, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.

The auditor reported that the company suffered recurring losses
from operations and was not in compliance with certain financial
covenants as defined in the company's credit agreement.

                            Financials

For the year ended Dec. 31, 2007, the company posted an
$82,159,000 net loss on $147,991,000 of revenues as compared with
a $34,009,000 net loss on $256,760,000 of revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $320,695,000
in total assets, $234,983,000 in total liabilities, and
$85,712,000 in total stockholders' equity.

                   Agreement and Plan of Merger

On Jan. 18, 2008, the company entered into an Agreement and Plan
of Merger with Dominion Holding Corp. and Dominion Merger
Corporation, a wholly owned subsidiary of Dominion Holding.  Under
the terms of the Merger Agreement, DMC will be merged with and
into the company.  The company will be the surviving corporation
and become a wholly owned subsidiary of Dominion Holding.

Dominion Holding is owned and controlled by companies affiliated
with Angelo Gordon & Co., L.P., and Silver Point Capital, L.P.,
who are, through certain affiliates, lenders to the company
pursuant to the Third Amended and Restated Credit Agreement, and
also hold warrants exercisable for the company's common shares.

Concurrently with the execution and delivery of the Merger
Agreement, BRC Properties, Inc., has entered into a commitment
letter with Dominion Holding.  BRC has committed to contribute its
company common shares to Dominion Holding immediately before the
Merger in exchange for shares of common stock representing a 9.62%
interest in Dominion Holding.  BRC is a significant shareholder of
the company, owning approximately 46.2% of the company's
outstanding common shares and is controlled by the Borror family.

Pursuant to the Merger Agreement, at the effective time of the
Merger, each issued and outstanding common share, without par
value, of the company, other than common shares held of record or
beneficially owned by (i) Dominion Holding, (ii) DMC or (iii) any
shareholders who are entitled to and who properly exercise and
perfect dissenters' rights under Ohio law, will be converted into
the right to receive $0.65 per share in cash, without interest.

The company's board of directors approved the Merger Agreement
following the unanimous recommendation of a Special Committee
comprised entirely of independent directors.  

The consummation of the Merger is subject, among other things, to
the adoption of the Merger Agreement by the company's
shareholders.  BRC and certain members of the Borror family have
agreed to vote their shares in favor of the adoption of the Merger
Agreement.

The Merger Agreement contains a "go shop" provision pursuant to
which the company has the right to solicit and engage in
discussions and negotiations with respect to other acquisition
proposals through March 3, 2008.  After this period, the company
is not permitted to solicit other proposals and may not provide
information or have discussions regarding alternative proposals,
except in certain circumstances.  The Merger Agreement also
includes other representations, warranties and covenants that are
customary for transactions of this type.

Pursuant to the Merger Agreement, immediately before the effective
time of the Merger, Dominion Holding or DMC will deposit with a
paying agent a sufficient amount of cash that provides for the
necessary funds to consummate the transactions contemplated by the
Merger Agreement.

A full-text copy of the company's agreement and plan of merger is
available for free at http://ResearchArchives.com/t/s?2908

                   Credit Agreement Amendment

The company and all of the participating lenders under the Third
Amended and Restated Credit Agreement dated Dec. 29, 2006, as
amended entered into Amendment No. 7 to the Credit Agreement.  The
company's lenders agreed to forbear until the earlier of
June 30, 2008, or termination of the Merger Agreement from
exercising their rights and remedies under the Credit Agreement to
facilitate the consummation of the Merger.

                      About Dominion Homes

Dublin, Ohio-based Dominion Homes, Inc., builds high-quality homes
and condominiums in Central Ohio, including the Columbus
Metropolitan Statistical Area, and in the Louisville and
Lexington, Kentucky Metropolitan Statistical Areas.  The company
focuses primarily on entry-level and move-up homebuyers.


DURA AUTOMOTIVE: Tax Advisor Seeks $962,541 in Fees for January
---------------------------------------------------------------
Ernst & Young LLP seeks allowance and payment of $941,946 for fees
and reimbursement of $20,595 for expenses it incurred in providing
tax advisory and risk advisory services to the Chapter 11 estate
of DURA Automotive Systems, Inc., for January 2008.

The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Dura Automotive Systems Inc. and
its debtor-affiliates to employ Ernst & Young as tax advisory and
risk advisory services providers, nunc pro tunc to Oct. 30, 2006.

>From October 2006 through December 2007, Ernst & Young has billed  
$6,122,905 in fees and $437,219 in expenses.

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).


FARIBAULT HOUSING: Moody's Cuts Rating on Refunding Bonds to 'Ba1'
------------------------------------------------------------------
Moody's downgraded to Ba1 from Baa3 the rating assigned to
Faribault Housing and Redevelopment Authority, Minnesota,
Government Housing Development Gross Revenue Refunding Bonds,
Series 1998A, senior bonds based on declining debt service
coverage on the property.  The subordinate series 1998B is no
longer outstanding.  The outlook is stable at this rating level.

Legal Security: The bonds are secured by revenues derived from
operations of the Trails Edge Apartments Project, a 50-unit
affordable apartment complex in Faribault, Minnesota, and other
funds pledged to bondholders under the indenture, including Debt
Service Reserve funded at Maximum Annual Debt Service on the Bonds
equal to $240,062.

                             Strengths

* Adequate revenues that will ensure that debt service is paid in
  full and on time as demonstrated by 1.26 adjusted debt service
  coverage.

* Debt service reserve fund sized at MADS together with operating
  reserve fund sized at three months of expenses enhance  
  bondholders' security.

* Despite increasing rental rates, market demand and little
  significant new competing development in the surrounding area
  have resulted in high occupancy rate of 98.3% in 2007.

* The Authority as owner and manager of the project is a credit
  strength based on the Authority's over 30 years of experience in
  the affordable housing market.

                            Challenges

* Compared to other affordable multifamily housing, the project
  small size makes it vulnerable to small upswings in vacancy and
  expenditures that could greatly impact operating performance.

* Net operating income and debt service coverage have fluctuated
  over the past 5 years exhibiting real estate risks inherent in
  this sector, but remain in line with the rating level.

* Rent levels are high end market rate and could lead to revenue
  stagnation amid increasing expenditures.

                      Recent Developments

The rating downgrade of the Authority's Series 1998A bonds is
based on weaker financial performance of the Project as
demonstrated by the adjusted debt service coverage ratio of 1.26
times as of Dec. 31, 2007 unaudited financial statements, compared
to 1.40 times in 2006.  Debt service coverage levels were adjusted
to reflect that certain expenses were incurred for capital items
such as an unanticipated roof replacement that was done for
$81,884.  Further, the Authority adheres to a city of Faribault
policy to expense capital items which cost less than $3,000.  The
debt service coverage ratio has been adjusted to exclude these
items as expenses.

Compared to other affordable multifamily housing, the project
small size makes it vulnerable to small upswings in vacancy and
expenditures that could greatly impact operating performance.   
Excluding extraordinary maintenance ($95,551) and building and
improvement ($77,947), total operating expenses increased
approximately 25% over prior year while rental revenues remained
flat.  Rent levels range from $683 to $946 for one bedroom to
three bedrooms which is high for the area as this is a high end
market rate and could lead to revenue stagnation.  To shore up
expenses, the Authority increased the rate to $683 from $638 on 18
one bedroom apartments in 2008.

As a result of extraordinary maintenance and building and
improvement that included the roof replacement and patio doors
replacement, extraordinary maintenance and replacement fund
balance was reduced from $171,080 as of December 2006 to current
balance of $3,071.  Increasing this reserve fund to the indenture
required minimum, set at $1003.50 per month or $240 per unit per
annum, is key at this rating level.  Decrease below the minimum
requirement is subject to rating affirmation from Moody's.   
Projected extraordinary maintenance for 2008 is limited to garage
door replacement and common area hallway replacement that is
expected to cost about $57,000 and will most likely be largely
funded from operations.  Management has budgeted $51,752 for
ongoing maintenance in 2008 and expects to finish the year below
this figure.

Other funds include an operating reserve with current balance of
$63,009, a debt service and debt service reserve fully funded at
$416,175 and a surplus fund at $9,918.  Distributions from the
surplus fund for balances in excess of $5,000 require a debt
service coverage of at least 1.25 times and 1.15 times for
balances greater than $100,000.

The property demonstrates strong occupancy rate at 98.3% for 2007.   
The project's high occupancy reflects the fact that it's largely
occupied by senior citizens.  In Moody's view, this lends
additional strength to the project, as senior facilities generally
require less capital maintenance and often enjoy more stable
occupancy levels than other multifamily housing.  Additionally,
management reports no significant competing development with
similar or better amenities in the surrounding area.

This 50-unit property is in relatively good physical condition.
The Authority is the issuer as well as owner and manager of the
facility.  In Moody's view, this provides additional protection to
bondholders, as the Authority has a vested interest in the
continued success of the Project.  The Authority contributes
$30,000 per annum to the project as required by the trust
indenture.  This additional revenue may be applied towards
operating costs if necessary.

                            Outlook

The outlook is stable based on Moody's expectation of continued
financial stability of the project.

                 What could change the rating Up

Significant improvement in debt service coverage and reserves
levels would put an upward pressure on the rating.

                 What could change the rating Down

Significant decrease in coverage due to increase in vacancy or
expenditures could result in a downgrade.


FOAMEX INTERNATIONAL: BoNY Can Collect Post-Maturity Interest
-------------------------------------------------------------
Judge Joseph J. Farnan, Jr., of the U.S. District Court for the
District of Delaware reversed a bankruptcy court order denying the
request of The Bank of New York to compel reorganized Foamex
International Inc., to pay post-maturity compound interest on
certain notes issued by Foamex.

The Bank of New York is the indenture trustee under an Indenture
dated December 23, 1997, with respect to the issuance by Foamex LP
and Foamex Capital Corporation of $98,000,000 in 13.5% Notes due
2005; and an Indenture dated June 12, 1997, with respect to the
issuance by Foamex and FCC of $150,000,000 in 9.875 Notes due
2007.

Under the 2005 Indenture, Foamex and FCC failed to pay both
principal due and payable on maturity and the final interest
payment.  The Senior Subordinated Notes are unsecured obligations
of Foamex and FCC.

BoNY took an appeal from an order by the U.S. Bankruptcy Court for
the District of Delaware, arguing that the Bankruptcy Court erred
in concluding that the December 1997 Indenture did not require
Reorganized Foamex to pay BoNY post-maturity interest on overdue
installments of interest  as a result of the Reorganized Debtor's
payment default.

BoNY contends that under New York law, if a note provides for
interest to accrue on an unpaid balance, then interest continues
to accrue in the manner set forth in the note after the stated
maturity date and until the outstanding principal balance is paid.  
BoNY contends that the Reorganized Debtors failure to pay
principal on the August 15, 2005 maturity date triggered the
default rate of 14.5% interest on outstanding principal and missed
interest payments.  Because the 2005 Notes were left unimpaired
under the Debtors' confirmed Second Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, BoNY
contends that the Reorganized Debtors are contractually bound by
the terms of the 2005 Notes Indenture to pay the compound
interest.

In response, the Reorganized Debtors contend that the governing
documents, the 2005 Subordinated Notes and the 2005 Notes
Indenture, do not expressly provide for the payment of post-
maturity compound interest.  The Reorganized Debtors further
contend that compound interest is disfavored under New York law,
and the cases cited by BoNY do not support BoNY's position.
Because the 2005 Notes Indenture only requires the payment of
simple post-maturity interest, the Reorganized Debtors contend
that the 2005 Notes Indenture has not been impaired.

In a seven-page opinion, Judge Farnan noted that the 2005 Notes
Indenture contains two provisions which are equivalent to the
"until paid" language recognized by New York courts as sufficient
to evidence an express agreement to continue the payment of
compound interest post-maturity:

   -- Section 8.1 of the Indenture provides that "the Issuer's
      [payment] obligations in Section 4.1 . . . shall survive
      until the Notes are no longer outstanding"; and

   -- Section 2.8 of the Indenture provides that "[i]f the
      principal amount of any Note is considered paid under
      Section 4.1 hereof, it ceases to be outstanding and interest
      on it ceases to accrue."

"In the Court's view, New York law requires these provisions to be
construed as providing for the continuation of compound interest
payments as required in the 2005 Notes Indenture, until the
principal is paid in full, regardless of whether that full payment
occurs subsequent to the Note's maturity date," Judge Farnan said,
citing O'Brien v. Young, 95 N.Y. 428, 430 (1884); 72 N.Y. Jur. 2d
Interest and Usury Section 23; and In re Best Payphones, Inc.,
2003 Bankr. LEXIS 180 at 19 (Bankr. S.D.N.Y. Mar. 10, 2003).

BoNY is represented in the cases by Glenn E. Siegel, Esq., Ross L.
Hirsch, Esq., and Davin J. Hall, Esq., at DECHERT LLP, in New
York; and Laurie Selber Silverstein, Esq., and Gabriel R.
MacConaill, Esq., at POTTER ANDERSON & CORROON LLP, in Wilmington,
Delaware.

Pauline K. Morgan, Esq., Joseph M. Barry, Esq., and Kenneth J.
Enos, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware, represent the Reorganized Debtors.

                  About Foamex International Inc.

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for    
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represent the Debtors in their restructuring efforts.  
Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are
advising the ad hoc committee of Senior Secured Noteholders.  
Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at Lowenstein
Sandler PC and Donald J. Detweiler, Esq., at Saul Ewings, LP,
represent the Official Committee of Unsecured Creditors.  As of
July 3, 2005, the Debtors reported $620,826,000 in total assets
and $744,757,000 in total debts.  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

At July 1, 2007, Foamex International Inc.'s balance sheet showed
total assets of $566.2 million and total liabilities of
$823.5 million, resulting to a total stockholders' deficit of
$257.3 million.


FORTUNOFF: Closes Sale of Assets to NRDC Equity for $110,000,000
----------------------------------------------------------------
NRDC Equity Partners LLC has officially acquired the Fortunoff
Fine Jewelry and Silverware LLC in a $110 million closing that
included a $30 million contribution intended to cover Fortunoff's
customer obligations.

NRDC CEO Richard Baker is confident that Fortunoff's chain of four
full-line flagship stores can expand to as many as 50 locations
nationwide, while the company's 16 regional outdoor furniture
stores could ultimately grow to include over 300 locales.  Mr.
Baker has stated his intention to create Fortunoff jewelry and
home shops with bridal registries in NRDC's 47 Lord & Taylor
stores as well.  With NRDC's guidance, the $439 million, 23-unit
Fortunoff chain is expected to nearly double its current size over
the next five years.

                Sale to NRDC Unit Approved by Court

As reported in the Troubled Company Reporter on March 5, 2008,
Fortunoff and its debtor-affiliates obtained approval of the U.S.
Bankruptcy Court for the Southern District of New York to sell
substantially all of their assets to H Acquisition LLC, an
affiliate of NRDC Equity Partners LLC.

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

                  About NRDC Equity Partners

NRDC Equity Partners LLC is a joint venture between Robert C.
Baker and Richard A. Baker, principals of National Realty &
Development Corp., and William Mack and Lee Neibert, Partners of
Apollo Real Estate Advisors, L.P. The principals of NRDC Equity
Partners have completed transactions in excess of $50 billion.
NRDC Equity Partners acquires operating companies in the retail,
leisure, lodging, and commercial real estate sectors. Prior to the
Fortunoff acquisition, its most recent transaction was the
acquisition of Lord & Taylor from Federated Department Stores.

                        About Fortunoff

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

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

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

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

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FORTUNOFF: Names Charles Chinni as New Chairman and CEO
-------------------------------------------------------
Richard Baker, NRDC Equity Partners CEO disclosed the appointment
of Charles Chinni as the Chairman and CEO of Fortunoff, which was
recently acquired by the Lord & Taylor and Creative Design Studio
parent.

Mr. Chinni's breadth of experience in home and jewelry retailing
position him as an ideal candidate to reinvigorate Fortunoff,
currently a $439 million, 23-unit chain.  A 1971 Rutgers
University MBA graduate, Mr. Chinni hails from a twenty-six year
legacy at Macy's/Bamberger's, where he was the President of
Merchandising responsible for Home, Cosmetics, Lingerie, and Fine
Jewelry.  He served as Executive Vice President of Merchandising
for the Kmart Corporation as well as Chairman and CEO of West
Coast bed and bath retailer Stroud's.

Mr. Chinni's most recent post as Executive Vice President and
General Merchandise Manager for Home, Family Footwear and Women's
Accessories for the J.C. Penney Company afforded him many
successes, not the least of which was the launch of the Chris
Madden collection in 2004.

Additionally, Donald Watros has been named Vice Chairman of
Fortunoff.  Mr. Watros joined NRDC in August 2006 and currently
serves as Managing Director of Retail Operations, a position he
will maintain alongside the Fortunoff assignment.  A Cornell
University graduate, Mr. Watros holds an MBA from Binghamton
University, and secured various financial posts at May Department
Stores during the dawn of his career.  Though Mr. Watros has spent
over 20 years in the retail industry, his most recent operating
role was serving as the Chief Administrative Officer for Saks
Fifth Avenue.  The capabilities Mr. Watros derived from overseeing
Finance, Planning, Information Technology, Logistics and outlets
at Saks will surely compliment Mr. Chinni's expertise in home and
jewelry retail lines, which comprise Fortunoff's two largest
product arenas.  NRDC's $110 million dollar buyout promises to
bolster Fortunoff's flagship stores and develop the company to
nearly double its current size over the next five years.

                        About Fortunoff

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

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

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

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

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FRIPP GROUP: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Fripp Group, Inc.
        203 Tarpon Boulevard
        Fripp Island, SC 29920

Bankruptcy Case No.: 08-01499

Type of Business: The Debtor owns and manages real estate.  See
                  http://www.discoverfripp.com/

Chapter 11 Petition Date: March 11, 2008

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                     (bmccarthy@mccarthy-lawfirm.com)
                  1715 Pickens Street (29201)
                  P.O. Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  http://www.mccarthy-lawfirm.com/

Total Assets: $6,618,794

Total Debts:  $243,935

Debtor's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Haynesworth Sinkler and Boyd   $40,500
1201 Main Street, Suite 2200
Columbia, SC 29201

Tupper Grimsley and Dean       $6,735
P.O. Box 2055
Beaufort, SC 29901


FULTON LAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Fulton Land and Livestock, LLC
        249 Indianola Road
        Bayside, CA 95524

Bankruptcy Case No.: 08-10417

Chapter 11 Petition Date: March 11, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Philip M. Arnot, Esq.
                     (arnotinc@sbcglobal.net)
                  Arnot Law Firm
                  307 North Street
                  Eureka, CA 95501-0646
                  Tel: (707) 443-6386

Estimated Assets: $10 million to $50 million

Estimated Debts:           Less than $50,000

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


GAP INC: Tom Wyatt Sits as Acting President of Old Navy Brand
-------------------------------------------------------------
Tom Wyatt, president of Gap Inc.'s Outlet division, assumed the
role of acting president of its Old Navy brand while a search is
conducted for a permanent replacement for Dawn Robertson who
resigned.

"I appreciate Dawn's hard work over the past 16 months and wish
her all the best," Glenn Murphy, chairman and chief executive
officer of Gap Inc., said.  "We're fortunate to have someone of
Tom Wyatt's caliber and experience, as both a president of our
Outlet division and a former retail CEO, to guide Old Navy during
this transition."

The mutual decision was made by the company and Ms. Robertson.

Mr. Wyatt, 52, joined the company in 2006 as a senior executive of
Gap brand and took on responsibility for the company's successful
Outlet division more than a year ago.  Mr. Wyatt has more than 30
years of experience in the retail business, including leading a
chain of department stores in the Saks family of companies and
serving as president and CEO of the Cutter & Buck clothing
company.

"Old Navy has a team of talented and creative leaders who will
work closely with Tom to ensure that the brand continues to
execute on its strategic priorities," Mr. Murphy added.  "Working
together, I'm confident we can successfully move forward to evolve
the brand and improve our results."

                         About Gap Inc.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS) -
- http://www.gapinc.com/-- is an international specialty retailer
offering clothing, accessories and personal care products for men,
women, children and babies under the Gap, Banana Republic, Old
Navy, Forth & Towne and Piperlime brand names.  Gap Inc. operates
more than 3,100 stores in the United States, the United Kingdom,
Canada, France, Ireland and Japan.  In addition, Gap Inc. is
expanding its international presence with franchise agreements for
Gap and Banana Republic in Southeast Asia and the Middle East.

                          *     *     *

Moody's Investor Service placed Gap Inc.'s corporate family,
senior unsecured debt and probability of default ratings at 'Ba1'
in February 2007.  The ratings still hold to date with a stable
outlook.


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, 2008, 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 originally nominated by Pirate Capital.  However
the activist investor has since divested its holdings and the
directors no longer represent Pirate.
     
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.


GENERAL MOTORS: Won't Meddle in AAM & UAW Labor Dispute, COO Says
-----------------------------------------------------------------
General Motors Corp. president and chief operating officer
Frederick A. Henderson said that although many of its assembly
plants have been partially or fully shut down by the strike of
United Auto Workers union members at American Axle and
Manufacturing Holdings Inc., GM won't interfere with the parties'
labor dispute, Nick Bunkley and Bill Vlasic of The New York Times
report.

Mr. Henderson added that GM were not losing sales because of the
strike, which started on Feb. 26, 2008, following expiration of a
four-year master labor agreement, NY Times relates.  However, he
said, if GM was struggling because of the union protest, the
company would be one of those sitting on the negotiation table.

As reported in yesterday's Troubled Company Reporter, GM has about
29 facilities affected by the strike at Axle as the supplier
attempts to negotiate with the union.

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

                          *     *     *

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

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

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


GEORGIA SOD: Seeks Court Approval to Hire Levine Block as Counsel
-----------------------------------------------------------------
Georgia Sod, LLC seeks permission from the United States
Bankruptcy Court for the Northern District of Georgia to employ
Levine, Block & Strickland, LLP as counsel.

Levine Block is expected to:

   a. assist the Debtor in the preparation of its schedules,
      statement of affairs, and the periodic financial reports
      required by the Bankruptcy Code, the Bankruptcy Rules or any
      order of this Court;

   b. assist the Debtor in all other consultations, negotiations
      and dealings with creditors, equity security holders, and
      other parties in interest concerning the administration of
      the case;

   c. prepare pleadings, conduct investigations, and make court
      appearances incidental to the administration of the Debtor's
      estate;

   d. advise the Debtor of its rights, duties, and obligations
      under the Bankruptcy Code, Bankruptcy Rules, Local Rules,
      and Orders of this Court;

   e. assist the Debtor in the development and formulation of a
      plan and other means to maximize value to its estate,
      including the preparation of a plan, disclosure statement
      and any related documents for submission to this Court and
      to the Debtor's creditors, equity holders, and other parties
      in interest;

   f. advise and assist the Debtor with respect to litigation;

   g. render corporate and other legal advice and perform all
      those legal services necessary and proper to the functioning
      of the Debtor during the pendency of the case; and

   h. take any and all necessary actions in the interest of the
      Debtor and its estate incident to the proper representation
      of the Debtor in the administration of the case

The Debtor will pay firm at it standard hourly rates.

   Professional                Rate
   ------------                ----
   Christopher S. Strickland   US$335
   Kelly J. Aran               US$285

The Debtor believes that the employment of the firm is necessary
and in the best interest of its estate.  To the best of Debtor's
knowledge, the firm does not currently hold any adverse interest
to the former's estate.

Newnan, Georgia-based Georgia Sod, LLC is a landscaping
contractor.  The Company filed for Chapter 11 Petition on Feb. 4,
2008 (Bankr. N.D. Ga. Case No. 08-10322).  Levine, Block &
Strickland, LLP represents it in its restructuring efforts.  The
Company listed assets between $10 million and $50 million and
debts between $1 million to $10 million.


GRAPHIC PACKAGING: Completes Merger Deal With Altivity Packaging
----------------------------------------------------------------
Graphic Packaging Holding Company completed its combination of
Graphic Packaging Corporation and Altivity Packaging LLC.

The common stock of Graphic Packaging Holding Corporation will
trade on the New York stock exchange under the ticker symbol
"GPK".  The new company's headquarters are located in Marietta,
Georgia but a significant presence will be retained in Chicago,
where Altivity maintained its headquarters.

"I am very excited to have closed the transaction that we
announced in July 2007, and to begin the implementation of the
integration plan which will enable us to achieve the $90 million
in annual gross synergies we identified at the beginning of this
process," David W. Scheible, president and chief executive officer
of Graphic Packaging Holding Company, said.  "The integration
teams are already in place and at work."

"Although we will be required to divest two coated-recycled board
mills, we expect that these divestitures will have an immaterial
impact on EBITDA and no impact on our ability to achieve the
$90 million in synergies by 2012 with two-thirds of this being
realized by 2010," Mr. Scheible added.

The combination of Graphic Packaging and Altivity creates a
company with pro-forma 2007 revenues of over $4.4 billion and pro-
forma 2007 adjusted EBITDA of approximately $553 million.  Such
pro-forma 2007 adjusted EBITDA reflects an adjustment for one-
time, non-recurring Altivity charges of approximately $30 million.   
Graphic Packaging achieved approximately $46 million of cost
savings in 2007 with top line growth of approximately 4.3%.   
Altivity achieved over $50 million of standalone cost reductions,
while growing its top line by almost 3%.  The new company will be
led by a combined management team with a strong track record of
successfully integrating businesses and achieving performance
targets.

"I am very encouraged by the 2007 results of both companies as it
gives us a solid base from which to build," Mr. Scheible stated.   
"We are confident that we can achieve not only the synergies
arising from the combination, but also on-going operational cost
reductions."

"This transaction creates an attractive combination of our
packaging strengths and high quality assets," Mr. Scheible
continued.  "It increases customer diversification, strengthens
our market position, and achieves better operational and financial
results through economies of scale and operating efficiencies."

                          About Altivity

Headquartered in Carol Stream, Illinois, Altivity Packaging --
http://www.altivity.com-- produces various products such as  
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the US, serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase of
Smurfit-Stone Container's consumer packaging unit.  

                     About Graphic Packaging

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- http://www.graphicpackaging.com/-- is a provides   
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America, Europe and Asia-Pacific.   
GPC conducts its business in two segments, paperboard packaging
and containerboard/other.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Graphic Packaging Corporation and the owners of Altivity Packaging
LLC signed a definitive agreement to combine the two companies.

The transaction values Altivity Packaging at about $1.75 billion,
based on Altivity Packaging's current net debt of $1.1 billion as
of March 31, 2007, and Graphic Packaging's 30-trading day average
stock price of $4.92 per share as of July 5, 2007.

In April 2007, Fitch Ratings assigned a 'BB-' rating on Graphic
Packaging Corp.'s bank loan debt rating with a stable outlook.  
This rating action still holds to date.


GRAPHIC PACKAGING: S&P Assigns 'BB-' Rating on $1.2B Term Loan C
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' secured bank
loan rating (one notch above the corporate credit rating) and '2'
recovery rating to Graphic Packaging International Inc.'s
$1.2 billion term loan C, indicating that lenders can expect
substantial (70%-90%) recovery in the event of a payment default.   
Proceeds from the term loan were used to refinance the secured
bank debt of Altivity Packaging LLC in connection with the
recently completed merger of the two companies.
     
At the same time, Standard & Poor's affirmed its 'BB-' secured
bank loan and '2' recovery ratings on Marietta, Georgia-based
Graphic Packaging's revolving credit facility, which was increased
to $400 million, and its $1.055 billion term loan B.  The ratings
are one notch above the corporate credit rating on the company.   
The '2' recovery rating indicates that lenders can expect
substantial (70%-90%) recovery in the event of a payment default.   

                           Ratings List

              Graphic Packaging International Inc.

Corporate Credit Rating                    B+/Stable/--


                            New Rating

$1.2 billion senior secured term loan C    BB-
Recovery rating                            2


                         Rating Affirmed

$400 million senior secured revolving
credit facility                            BB-
  Recovery rating                           2

$1.055 billion senior secured term loan B  BB-
  Recovery rating                           2


GREYSTONE CUSTOM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Greystone Custom Homebuilders Ltd.
        5729 Lebanon Road
        Suite 144
        PMB 436
        Frisco, TX 75043

Bankruptcy Case No.: 08-40601

Chapter 11 Petition Date: March 7, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: T. Craig Sheils, Esq.
                  1701 North Collins Boulevard
                  Suite 1100
                  Richardson, TX 75080
                  Tel: (972) 644-8181
                  Fax: (972)644-8180
                  csheils@swsblaw.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Texas Plub Mechanical Inc.       trade debt        $64,127
6741 Ash Street
Suite 1A
Frisco, TX 75034

Chandler Cabinets Inc.           trade debt        $63,200
901 Eat McDonald Drive     
Pilot Point, TX 76258

Poltex Tile                      trade debt        $63,011
500 Bennett Lane
Lewisville, TX 75057

Granite Shop                     trade debt        $62,060

M & C Masonry Inc.               trade debt        $54,206

Dan's Roofing Inc.               trade debt        $52,659

Garden Design Landscaping        trade debt        $46,602

84 Lumber Company                trade debt        $41,602

Frisco ISD Tax Assesor           trade debt        $40,042

Natural Selections               trade debt        $38,947

Marek Brothers Company           trade debt        $38,160

Cotten Concrete Inc.             trade debt        $31,600

Builders First Source            trade debt        $30,076

GE Appliances                    trade debt        $27,114

Swift Concrete Inc.              trade debt        $26,007

Collin County Tax Assessor       trade debt        $22,418

Nelson Brothers Ready Mix        trade debt        $21,401

Internal Revenue Service         trade debt        $21,214

Entrada Iron & Wood Doors        trade debt        $21,040

EDR Construction Inc.            trade debt        $17,111


GS MORTGAGE: Fitch Holds Low-B Ratings on Five Certificate Classes
------------------------------------------------------------------
Fitch Ratings has upgraded the ratings on GS Mortgage Securities
Corporation II Commercial Mortgage's pass-through certificates,
series 2003-C1 as:

  -- $12.1 million class D to 'AAA' from 'AA+';
  -- $18.1 million class E to 'AAA' from 'AA-';
  -- $12.1 million class F to 'AA+' from 'A+';
  -- $20.1 million class G to 'AA-' from 'A-';
  -- $12.1 million class H to 'A-' from 'BBB+';
  -- $12.1 million class J to 'BBB+' from 'BBB';
  -- $12.1 million class K to 'BBB' from 'BBB-'.

In addition, Fitch has affirmed these classes:

  -- $176.1 million class A-2B at 'AAA';
  -- Interest-Only class X-1 at 'AAA';
  -- Interest-Only class X-2 at 'AAA';
  -- $676.8 million class A-3 at 'AAA';
  -- $54.4 million class B at 'AAA';
  -- $16.1 million class C at 'AAA';
  -- $8.1 million class L at 'BB+';
  -- $6 million class M at 'BB';
  -- $6 million class N at 'B+';
  -- $2 million class O at 'B';
  -- $4 million class P at 'B-'.

The $14.1 million class S is not rated by Fitch.  Classes A-1 and
A-2A have been paid in full.

The upgrades are due to increased credit enhancement levels due to
loans paying off as well as stable pool performance since Fitch's
last rating action.  As of the February 2008 distribution date,
the pool's aggregate certificate balance has decreased 34.1% to
$1.06 billion from $1.61 billion at issuance.  Seventeen loans
(25.6%) have been defeased, including the largest loan (21.1%)
which was shadow rated investment grade at issuance.  Of the
original 76 loans, 50 remain.

There are currently no specially serviced or delinquent loans.  
The servicer collected 100% year-end 2006 operating statements and
no loans were identified as Fitch loans of concern.

Fitch reviewed the servicer provided operating statement analysis
reports for the four remaining non-defeased shadow rated loans:
One North Wacker Drive (16.2%), Sun Valley Mall (11.8%),
Bridgewater Commons (10.2%) and Paseo Nuevo Shopping Center
(2.5%).  Based on their stable performance, the loans maintain
their investment grade shadow ratings.

One North Wacker Drive (16.2%) is secured by a 1,343,692 square
foot class 'A' office building located in the West Loop submarket
of Chicago, Illinois.  The loan consists of an A/B note structure;
the B-note is held outside of the trust.  As of Sept. 30, 2007,
occupancy is 96.0% compared to 91.5% at issuance.

Sun Valley Mall (11.8%) is secured by 1,001,014 sf of a 1.4
million sf regional mall located in Concord, California.  
Collateral for the loan consists of 503,925 square feet of in-line
space as well as J.C. Penney, Macy's Men, and Mervyn's anchor
stores.  As of Oct. 30, 2007, occupancy is 89.6% compared to 94.1%
at issuance.

One non-defeased loan (0.5%) matures in 2009 with a mortgage
coupon of 5.44%.  The weighted average mortgage coupon for the
remaining non-defeased loans is 5.64%.


GTC BIOTHERAPEUTICS: PwC Raises Going Concern Doubt
---------------------------------------------------
Boston-based PricewaterhouseCoopers LLP expressed substantial
doubt about the ability of GTC Biotherapeutics, Inc., to continue
as a going concern after it audited the company's financial
statements for the year ended Dec. 30, 2007.  The auditing firm
pointed to the company's recurring losses from operations and net
capital deficit.

The company posted a net loss of $36,321,000 on total revenues of
$13,896,000 for the year ended Dec. 30, 2007, as compared with a
net loss of $35,345,000 on total revenues of $6,128,000 in the
prior year.

The company had operated at a net loss since its inception in 1993
and had used $29,900,000 of cash in operating cash flows in 2007.  
The company is entirely dependent upon funding from equity
financings, partnering programs and proceeds from short and long-
term debt to finance its operations to achieve commercial success
in selling and licensing its products and positive cash flow from
operations.

At Dec. 30, 2007, the company's balance sheet showed $40,713,000
in total assets, $32,689,000 in total liabilities, and $8,024,000
in stockholders' equity.  

The company's consolidated balance sheet at Dec. 30, 2007, showed
strained liquidity with $16,979,000 in total current assets
available to pay $18,719,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2904

                   About GTC Biotherapeutics   

GTC Biotherapeutics, Inc., (NasdaqGM: GTCB) -- http://www.gtc-
bio.com -- engages in development and production of human
therapeutic proteins through transgenic technology in the United
States.  Its transgenic production technology is used to insert
human protein-specific DNA into the genetic structure of an animal
to enable it to produce a recombinant form of the corresponding
human protein in the animal's milk.  GTC's transgenic production
platform enables development of proteins that are difficult to
express in traditional recombinant production systems, as well as
those that are required in large volumes.  The company was founded
in 1993 and is based in Framingham, Mass.


HAMLIN PROPERTIES: Has Court Nod in Using PAMI's Cash Collateral
----------------------------------------------------------------
Hamlin Properties Ltd. obtained authority from the U.S. Bankruptcy
Court for the Northern District of Texas to use the cash
collateral of its lender, PAMI September LLC.

The Debtor related that it borrowed $13,146,000 from Arbor
Commercial Mortgage to purchase real estate and build a 208-unit
apartment complex in Kemp, Texas, also known as The HamLins @
Cedar Creek Lake.  The Arbor note is now held by PAMI.

At the time of the bankruptcy filing, the Debtor estimated the
balance due on the PAMI loan to be $15,000,000.  The PAMI Debt is
secured by approximately 20 acres of real property and other
assets related to the HamLins, including cash and accounts
receivable.

The Debtor opened the HamLins in March 2005.  However, Debtor did
not meet projected leasing targets on schedule.  The Debtor says
that the HamLins is currently approximately 65% leased, and that
it will be able to meet all operating expenses.

According to Section 363(a) of the U.S. Bankruptcy Code, virtually
all of the Debtor's income from operations would be subject to the
security interest of PAMI.  In order to carry on its business and
manage its property, pay its obligations, and provide adequate
protection to secured creditors for their legitimate lien
interests, the Debtor told the Court that it needed to use the
cash collateral.

The Court also gave permission to the Debtor to provide adequate
protection to PAMI to protect it from diminution in the value of
its interest in the particular collateral.  The adequate
protection would consist of a continuing lien on cash collateral
to the same extent and priority as PAMI held prior to Debtor's
Chapter 11 filing and the payment of cash depending on business
operations.

The Debtor also told the Court that its going concern value is far
greater than the value produced by its liquidation value, and that
the stream of cash will likely remain at an even level over a
sustained period.

                         Prior Objection

Kaufman County, a duly organized governmental unit of the State of
Texas, is the holder of a claim for prepetition ad valorem taxes
assessed against the Debtor's real and business personal property
located within its jurisdiction in the amount of $224,823 for tax
years 2004 through 2008.

Kaufman County said that its claim is secured by unavoidable,
perfected, first priority liens on all of the Debtor's real and
business personal property pursuant to Texas Tax Code Sections
32.01 and 32.05.

Kaufman County disputed that PAMI has a first priority lien
against the Debtor's real and business personal property and
contested PAMI's lien priority with regard to collateral that
secures ad valorem property taxes.

Kaufman County also objected to PAMI receiving replacement liens
against the Debtor's property to the extent that those liens prime
Kaufman County's liens.

                     About Hamlin Properties

Based in Kaufman, Texas, Hamlin Properties Ltd. owns and
manages real estate.  The company filed for protection on Feb. 4,
2008 (Bankr. N.D. Tex. Case No. 08-30506).  Robert M. Nicoud, Jr.,
Esq., at Olson, Nicoud & Gueck, L.L.P., represents the Debtor in
its restructuring efforts.  When the company filed for protection
against it creditors, it listed $17,330,120 total assets and
$16,255,767 total debts.


HOVNANIAN ENTERPRISES: Has $169MM Pre-Tax Loss for 1st Qtr. 2008
----------------------------------------------------------------
Hovnanian Enterprises, Inc. reported results for its first quarter
ended January 31, 2008.

Excluding land-related charges, the Company reported a pre-tax
loss of $75 million for the first three months of fiscal 2008.  
Including all land-related charges, the Company reported a pre-tax
loss of $169 million for the first quarter of fiscal 2008.

Excluding unconsolidated joint ventures, the Company delivered
3,604 homes, including 1,345 homes from the Company's Fort Myers-
Cape Coral operations, with an aggregate sales value of
$1.05 billion in the first quarter of fiscal 2008, an increase of
10.3% from 3,266 home deliveries with an aggregate sales value of
$1.14 billion in the fiscal 2007 first quarter.  Total revenues
were $1.09 billion for the first quarter of fiscal 2008.

During the first quarter of fiscal 2008, the Company incurred a
total of $94 million of pre-tax land-related charges including
land impairments of $74 million and write-offs of pre-development
costs and land deposits of $16 million, as well as $4 million
representing its equity portion of write-offs and impairment
charges in unconsolidated joint ventures. Similar charges,
including intangible impairments, in the first quarter of fiscal
2007 totaled $93 million.

Hovnanian reported an after tax loss of $131 million or $2.07 per
common share for the first three months of fiscal 2008, compared
with a net loss of $57 million, or $0.91 per common share, in the
first quarter of fiscal 2007.

Hovnanian had $4,325,066,000 in total assets on $3,084,799,000 in
total debts, including $2,258,024,000 in notes payable and
$718,743,000 in homebuilding-related obligations.  Hovnanian ended
the first quarter of fiscal 2008 with $1,184,746,000 in total
stockholders' equity or $16.79 per common share.

At January 31, 2008, the Company had $73 million of homebuilding
cash and the balance on the Company's revolving credit facility
was $325 million.

The Company's net recourse debt to capital ratio at January 31,
2008 was 64.6%. The Company's FAS 109 deferred tax valuation
allowance charges for the last two quarters were $237 million.
Prior to the effect of these charges, the Company‚¨"s net recourse
debt to capital ratio at quarter-end was 60.3%.

Total land position decreased by 5,683 lots compared to October
31, 2007, reflecting owned and optioned position decreases of
1,308 lots and 4,375 lots, respectively, over the same time
period.  As of January 31, 2008, the Company had 31,729 lots
controlled under option contracts and owned 27,372 lots. The total
land position of 59,101 lots represents a 51% decline from the
peak total land position at April 30, 2006.

Hovnanian achieved a 17.8% decline in unsold homes and models,
from 2,822 at October 31, 2007, to 2,321 at January 31, 2008.  
Excluding model homes, the Company had 1,898 started unsold homes
as of January 31, 2008.

The Company had 404 active selling communities on January 31,
2008, excluding unconsolidated joint ventures, a decline of 27
active communities, or 6.3%, from the end of the fourth quarter on
October 31, 2007.  The Company had 436 active selling communities
on January 31, 2007, excluding unconsolidated joint ventures.

During the first quarter of fiscal 2008, the Company delivered 155
homes through unconsolidated joint ventures, compared with 289
homes in last year's first quarter.  The number of net contracts
for the first quarter of fiscal 2008, excluding unconsolidated
joint ventures, declined 41.2% to 1,511 contracts.

The Company's contract cancellation rate, excluding unconsolidated
joint ventures, for the first quarter of fiscal 2008 was 38%,
compared with the rate of 40% reported in the fourth quarter of
2007 and the rate of 36% in the first quarter of fiscal 2007.  
Contract backlog as of January 31, 2008, excluding unconsolidated
joint ventures, was 3,845 homes with a sales value of $1.3
billion, down 49.8% compared to contract backlog with a sales
value of $2.7 billion at the end of last year's first quarter.

The Company continues to project positive cash flow from
operations in excess of $100 million for fiscal 2008.

"Market conditions remain challenging across many of our markets,"
Ara K. Hovnanian, President and Chief Executive Officer of the
Company, said.  "We continue to focus on reducing our inventories,
maximizing cash flow and shrinking our overhead to ensure that we
properly manage the difficult market conditions we currently face.
Despite the persistence of negative factors impacting the
homebuilding industry, we are diligently working to position the
company to take advantage of the stronger demand for new homes
that will inevitably return once the current housing correction
ends," concluded Mr. Hovnanian.

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.

Hovnanian is a member of the Public Home Builders Council of
America -- http://www.phbca.org/-- a nonprofit group devoted to
improving understanding of the business practices of America's
largest publicly-traded home building companies, the competitive
advantages they bring to the home building market, and their
commitment to creating value for their home buyers and
stockholders.  The PHBCA's 14 member companies build one out of
every five homes in the United States.

Hovnanian is the 6th largest homebuilder in 2006 based on U.S.
home closings, according to data compiled by Builder magazine.  
Hovnanian sold 20,201 homes, a 14% rise from the previous year,
and had gross revenue of $7,016,000,000, Builder magazine says.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit,
senior unsecured debt, and senior subordinated debt ratings on
Hovnanian Enterprises Inc. and K. Hovnanian Enterprises Inc., and
removed the ratings from CreditWatch, where they were placed with
negative implications on Jan. 16, 2008.  S&P previously lowered
the preferred stock rating to 'D'.  The outlook is negative.  The
rating actions affected $2 billion of rated securities.

Standard and Poor's Ratings Services assigned its 'B-' rating on
Hovnanian Enterprises Inc.'s long term foreign and local issuer
credit with a negative outlook on Feb. 15, 2008.  This rating
action still holds to date.

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Fitch Ratings has downgraded Hovnanian Enterprises Inc.'s Issuer
default rating and outstanding debt ratings as: (i) IDR to 'B-'
from 'BB-'; (ii) senior unsecured notes to 'B-/RR4' from 'BB-';
(iii) insecured bank credit facility to 'B-/RR4' from 'BB-';
(iv) senior subordinated notes to 'CCC/RR6' from 'B'; and
(v) series A perpetual preferred stock to 'CCC-/RR6' from 'B-'.
Fitch has also placed HOV on rating watch negative.


HOVNANIAN ENTERPRISES: Lenders Reduce Loan Commitment to $900MM
---------------------------------------------------------------
Hovnanian Enterprises, Inc., entered into an amended and restated
secured revolving credit agreement on March 7, 2008, with Wachovia
Capital Markets, LLC and Bank of America Securities LLC, as Joint
Lead Arrangers and Joint Book Runners; PNC Bank, National
Association as Administrative Agent; Bank of America, N.A. and
Wachovia Bank, National Association as Syndication Agents; and
JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc as
Documentation Agents.

The Credit Agreement amended the Company's prior revolving credit
agreement and reduced the revolving credit line from $1.5 billion
to $900 million.  The maturity of the Credit Agreement remains May
2011.

Borrowings under the Credit Agreement may be used for general
corporate purposes.  

Loans under the Credit Agreement bear interest at various rates
based on:

     (1) a margin ranging from 0.25% to 1.50% per annum depending
         on the Company's Adjusted Leverage Ratio as defined in
         the Credit Agreement, plus a base rate determined by
         reference to the higher of (a) PNC Bank, National
         Association's prime rate and (b) the federal funds rate
         plus  1/2%;

     (2) a margin ranging from 2.00% to 3.50% per annum, depending  
         on the Company's Adjusted Leverage Ratio, plus a LIBOR-
         based rate for a one, two, three, or six month interest
         period as selected by the Company; or

    (3) a margin ranging from 2.125% to 3.625% per annum, based on
        Adjusted Leverage Ratio, plus an index rate determined by
        reference to a LIBOR-based rate for one month.

Hovnanian pays a fee ranging from 0.25% to 0.55% per annum on the
unused portion of the revolving credit line depending on the
Company's Adjusted Leverage Ratio and the average percentage
unused portion of the revolving credit line.

The Credit Agreement has covenants that restrict, among other
things, the Company's and certain of its subsidiaries', including
K. Hovnanian's, ability to incur additional indebtedness, pay
dividends on common and preferred stock and repurchase capital
stock, make other restricted payments, make investments, sell
certain assets, incur liens, enter into consolidations, mergers
and transfers of all or substantially all of its assets and enter
into certain transactions with affiliates.

The Credit Agreement also contains covenants that require the
Company to stay within specified financial ratios, including a net
worth requirement, maximum leverage ratio, minimum fixed charge
ratio and borrowing base covenant, which are less restrictive than
those under the facility it replaced.

The Credit Agreement contains events of default which would permit
the lenders to accelerate the loans if not cured within applicable
grace periods, including the failure to make timely payments under
the Credit Agreement or other material indebtedness, the failure
to satisfy covenants and specified events of bankruptcy and
insolvency.

The lending consortium is composed of:

  Lender                           Commitment     Ratable Share
  ------                           ----------     -------------
  PNC Bank                       $58,800,000.00    6.533333333%
  Bank of America, N.A.          $75,000,000.00    8.333333333%
  Wachovia Bank                  $75,000,000.00    8.333333333%
  JPMorgan Chase Bank, N.A.      $57,900,000.00    6.433333333%
  Royal Bank of Scotland         $57,900,000.00    6.433333333%
  KeyBank National Association   $43,800,000.00    4.866666667%
  SunTrust Bank                  $43,800,000.00    4.866666667%
  Guaranty Bank                  $34,200,000.00    3.800000000%
  U.S. Bank                      $30,000,000.00    3.333333333%
  BNP PARIBAS                    $43,800,000.00    4.866666667%
  CALYON New York Branch         $43,800,000.00    4.866666667%
  Comerica Bank                  $30,000,000.00    3.333333333%
  Washington Mutual Bank         $27,000,000.00    3.000000000%
  National City Bank             $30,000,000.00    3.333333333%
  Regions Bank, formerly
    AmSouth Bank                 $24,000,000.00    2.666666667%
  Union Bank of California       $18,000,000.00    2.000000000%
  Credit Suisse,
    Cayman Islands Branch        $30,000,000.00    3.333333333%
  UBS Loan Finance LLC           $30,000,000.00    3.333333333%
  LaSalle Bank N.A.              $21,000,000.00    2.333333333%
  City National Bank             $15,000,000.00    1.666666667%
  California Bank & Trust        $12,000,000.00    1.333333333%
  Compass Bank                   $12,000,000.00    1.333333333%
  NATIXIS, fka Natexis
    Banques Populaires           $21,000,000.00    2.333333333%
  North Fork Bank                $15,000,000.00    1.666666667%
                               ----------------  --------------
       Total                    $900,000,000.00  100.00%

A full-text copy of the loan amendment is available at no charge
at http://researcharchives.com/t/s?290c

To contact the Agent:

   Douglas G. Paul, Senior Vice President
   PNC Bank, National Association
   Two Tower Center, 18th Floor
   East Brunswick, New Jersey 08816
   Telephone (732) 220-3566
   Telecopy (732) 220-3744

                   About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.

Hovnanian is a member of the Public Home Builders Council of
America -- http://www.phbca.org/-- a nonprofit group devoted to
improving understanding of the business practices of America's
largest publicly-traded home building companies, the competitive
advantages they bring to the home building market, and their
commitment to creating value for their home buyers and
stockholders.  The PHBCA's 14 member companies build one out of
every five homes in the United States.

Hovnanian is the 6th largest homebuilder in 2006 based on U.S.
home closings, according to data compiled by Builder magazine.  
Hovnanian sold 20,201 homes, a 14% rise from the previous year,
and had gross revenue of $7,016,000,000, Builder magazine says.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit,
senior unsecured debt, and senior subordinated debt ratings on
Hovnanian Enterprises Inc. and K. Hovnanian Enterprises Inc., and
removed the ratings from CreditWatch, where they were placed with
negative implications on Jan. 16, 2008.  S&P previously lowered
the preferred stock rating to 'D'.  The outlook is negative.  The
rating actions affected $2 billion of rated securities.

Standard and Poor's Ratings Services assigned its 'B-' rating on
Hovnanian Enterprises Inc.'s long term foreign and local issuer
credit with a negative outlook on Feb. 15, 2008.  This rating
action still holds to date.

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Fitch Ratings has downgraded Hovnanian Enterprises Inc.'s Issuer
default rating and outstanding debt ratings as: (i) IDR to 'B-'
from 'BB-'; (ii) senior unsecured notes to 'B-/RR4' from 'BB-';
(iii) insecured bank credit facility to 'B-/RR4' from 'BB-';
(iv) senior subordinated notes to 'CCC/RR6' from 'B'; and
(v) series A perpetual preferred stock to 'CCC-/RR6' from 'B-'.
Fitch has also placed HOV on rating watch negative.


IL PICCO: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Il Picco LLC
        Attn: Henry Lichtenberger
        8363 West Sunset Road, Suite 300
        Las Vegas, NV 89113

Bankruptcy Case No.: 08-12074

Chapter 11 Petition Date: March 7, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Zachariah Larson, Esq.  
                  Larson & Stephens
                  810 South Casino Center Boulevard
                  Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  ecf@lslawnv.com

Estimated Assets: $0 [The Debtor declared a fee simple interest
                  in a 3.86-acre parcel of land.  The current
                  value of the Debtor's interest is unknown.]

Estimated Debts: $10,212,809

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Consolidated Mortgage LLC        real estate       $8,680,000
Attn: Bankruptcy Department or
Managing Agent
1291 Galleria Drive #220
Henderson, NV 89014

Winterset Developent LLC         real estate;      $1,260,000
Attn: Bankruptcy Department or   value of senior
Managing Agent                   lien: $64,535,000
7652 Hope Valley Street     
Las Vegas, NV 89139

Proactive Services               business expense  $167,375
Attn: Bankruptcy Department or
Managing Agent
1930 Village Center
Circle #3-369
Las Vegas, NV 89134

Metro Development Group LLC      business expense  $15,708

Terracon                         business expense  $13,952

S.W.P.P.P. Compliance &          business expense  $13,100
Monitors LLC

Bravo Underground Inc.           business expense  $7,914

STF Inc.                         business expense  $2,100

Rock Service Products            business expense  $1,838

Brenner & Associates Inc.        business expense  $375

City of Henderson Utility        business expense  $285
Services

National Construction Rentals    business expense  $160

Clark County Treasurer                             unknown

Impact Business Services         business expense  unknown


INDALEX HOLDING: Moody's Junks Corporate Family Rating
------------------------------------------------------
Moody's Investors Service downgraded Indalex Holding Corp.'s
corporate family rating to Caa1 from B3 and the rating on its
11.5% second-priority senior secured notes due 2014 to Caa2 from
Caa1.  At the same time, Moody's revised Indalex's speculative
grade liquidity rating to SGL-4 from SGL-3.  The rating outlook is
stable.

The downgrade reflects the company's ongoing performance
challenges in light of weak end market conditions, principally in
the U.S. residential and transportation markets, which account for
at least 50% of shipments, and the continued high degree of
leverage under which the company is operating.  The downgrade also
incorporates the earnings sensitivity to volume levels, which
Moody's expects to decline again in 2008, although not by the
magnitude seen in 2007.

Moody's believes that weaker operating performance, combined with
elevated capital spending, will result in continued negative free
cash flow generation in 2008.     Additionally, given Moody's
expectation for negative cash generation, Moody's remains
concerned that Indalex's liquidity profile could be further
pressured by its substantial interest burden and significant
seasonal working capital requirements, which typically peak during
the first half of the year.

The downside risks associated with a continued deterioration in
housing starts, residential investment, and transportation
spending are important factors in the rating.  Moody's notes that
Indalex's shipments were down nearly 15% in the third quarter of
2007, with FY2007 shipments expected to be down in the mid teens,
challenging both sales and operating margins.  Given the "margin
on metal" business model construct of Indalex as well as other
extrusion and fabrication companies, the ability to increase
profit margins is viewed by Moody's as limited and as a result,
volume levels are critical to the earnings performance.  

As a result of weak business fundamentals, the company has failed
to cover its interest expense through operating earnings since
2006, and had negative free cash flow of approximately $12 million
on an LTM Sept. 30, 2007 basis (excluding the special dividend
paid following the sale of Indalex's interest in Asia Aluminum
Group Limited in the second quarter of 2007).  Despite the
benefits being captured from the company's cost reduction efforts,
including multiple plant closures, Moody's expects Indalex's
performance to remain challenged until end markets begin to
improve.

Indalex's Caa1 corporate family rating continues to reflect its
high degree of financial leverage, the sensitivity of its earnings
to volume levels, the reliance on meaningful volume increases to
improve EBITDA and operating cash flow generation, escalating non-
metal cost pressures, and Moody's expectation that free cash flow
will be negligible to negative over the next several years.  The
rating also considers the potential for increased supply of
extruded products from offshore sources, as well as competition
from other products.  However, the rating acknowledges Indalex's
strong market position as a major supplier of extruded aluminum
products in North America and its "pass-through" aluminum price
business model.

The SGL-4 speculative grade liquidity rating reflects Moody's
concerns that ongoing weakness in end markets and likely further
volume declines in 2008 will challenge liquidity and contribute to
tightening in availability under the company's borrowing base
controlled, first priority lien senior secured bank facility,
particularly during the first half of 2008.  To the extent the
company is able to minimize working capital outflow and improve
availability over the course of the year, Moody's would revisit
the SGL rating.

Downgrades:

Issuer: Indalex Holding Corp.

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2,
     (LGD 5, 71%) from Caa1 (LGD 4, 68%)

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

Moody's last rating action on Indalex was Jan. 23, 2006, when a
first-time corporate family rating of B3 was assigned.

Headquartered in Lincolnshire, Illinois, Indalex is the parent of
the "Indalex" group of operating companies engaged in the
production of extruded aluminum products.  The company reported
revenues of approximately $1.1 billion over the trailing twelve
months ended Sept. 30, 2007.


INDYMAC BANCORP: Sees Lower than Expected First Quarter Results
---------------------------------------------------------------
IndyMac Bancorp Inc. said Tuesday in a regulatory filing that
widening credit spreads "due to panic market conditions" in the
capital markets are expected to negatively impact the value of its
mortgaged-backed securities (MBS) portfolio, and therefore the
first quarter 2008 forecast presented to shareholders on Feb. 12,
2008.

The mortgage lender said that it believes that "most of any
potential negative financial impact in the first quarter of 2008
is not warranted" by the present underlying performance and  
ratings of its MBS assets.  

IndyMac said that none of its AAA non-agency MBS has been
downgraded, and the performance of these securities has been
reviewed several times in the past year by the major rating
agencies.  Indymac said it will continue to hold these assets to
recovery as a result of funding its balance sheet with deposits,
Federal Home Loan Bank advances, long-term debt and equity.

                      About Indymac Bancorp

Headquartered in Pasadena, California, IndyMac Bancorp Inc.
(NYSE:IMB) -- http://www.indymacbank.com/-- is the holding  
company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that
originates mortgages in all 50 states of the United States.   
Indymac Bank provides financing for the acquisition, development,
and improvement of single-family homes.  Indymac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.  The
company facilitates the acquisition, development, and improvement
of single-family homes through the electronic mortgage information
and transaction system platform that automates underwriting, risk-
based pricing and rate locking via the internet at the point of
sale.  Indymac Bank offers mortgage products and services that are
tailored to meet the needs of both consumers and mortgage
professionals.  Indymac operates through two segments: mortgage
banking and thrift.

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 28, 2008,
Fitch Ratings downgraded the Long-term Issuer Default Ratings of
Indymac Bancorp Inc. and Indymac Bank FSB to 'BB' from 'BBB-'.    
The Rating Outlook is Negative.


INFOUSA INC: Moody's to Review 'Ba3' Rating on 10K Filing Delay
---------------------------------------------------------------
Moody's Investors Service placed the ratings of infoUSA Inc.,
including its Ba3 corporate family rating, under review for
possible downgrade.

The review for downgrade was prompted by the company's
announcement that it will not timely file its annual report on
form 10-K for the fiscal year ended Dec. 31, 2007, which is due to
be filed on March 17, 2008.  The credit agreement requires the
company to file the 10-K by March 17, 2008, the SEC deadline for
accelerated filers.  The review is a function of Moody's concern
over the potential for a technical default under the credit
agreement.

The review will focus on the company's plan to address the late
filing (which will include the seeking of waivers from its
lenders), the status of the previously disclosed shareholder
litigation and informal investigation by the SEC, and the timing
for the potential resolution of these issues as well as the
financial implications.  The review will also include an
assessment of the company's fundamentals and liquidity (the
revolving credit facility is an important source of capital for
the company).

In December 2007, infoUSA's board of directors formed a Special
Litigation Committee in response to shareholder litigation and a
related informal investigation by the SEC.  As a result of the
committee's ongoing investigation, the company determined that it
will be unable to file the 10-K by the required date.  The SEC is
requesting a voluntary production of documents relating to related
party transactions, expense reimbursement, other corporate
expenditures and certain trading in the company's securities.

These ratings were placed under review:

  -- Corporate family rating at Ba3;

  -- Probability of default rating at B1;

  -- $175.0 million senior secured revolving credit facility, due
     2011, rated Ba2;

  -- $172.7 million senior secured term loan due 2012, at Ba2.

Headquartered in Omaha, Nebraska, InfoUSA Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.  The company reported sales of
approximately $689 million for the twelve months ended Dec. 31,
2007.


INFOUSA INC: 10K Filing Delay Prompts S&P's Negative Watch Listing
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Omaha,
Nebraska-based infoUSA Inc., including the 'BB' corporate credit
rating, on CreditWatch with negative implications.  
      
"The CreditWatch listing reflects our concerns regarding the
recent announcement that the company will delay filing its annual
report," explained Standard & Poor's credit analyst Liz Fairbanks.
     
The company's credit agreement requires the company to file its
financial statements for the fiscal year ended Dec. 31, 2007, by
March 17, 2008, the SEC deadline for accelerated filers.  The
company might receive waivers from its lenders allowing it to file
its annual report after March 17 and avoid a technical default.  
However, S&P's concerns regarding the informal investigation by
the Denver regional office of the SEC and the formation of a
special litigation committee by infoUSA's Board of Directors are
heightened now that these developments have led to a filing delay.   
In an 8-K filing released March 7, the company stated that it will
be unable to file its 10-K report on time "in light of the ongoing
investigation."  
     
In November 2007, the company announced that the Denver regional
office of the SEC requested voluntary production of documents
regarding related party transactions, expense reimbursement, other
corporate expenditures, and certain trading in infoUSA's
securities.  At that time, Standard & Poor's released a bulletin
stating that S&P would monitor these inquiries into infoUSA's
governance practices, and developments relating to the progress of
a Delaware lawsuit alleging conflicts of interest from certain
transactions.  Although the SEC has not escalated the
investigation to formal status, the delay in financial filings
concerns us.  
     
In resolving the CreditWatch listing, S&P will review with
management its ability to secure waivers from lenders.  In
addition, S&P will continue to monitor developments in the ongoing
investigation.


INGEAR CORP: Gets Interim Court Nod on $10 Million DIP Financing
----------------------------------------------------------------
InGear Corporation obtained interim authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to obtain
$10 million debtor-in-possession financing from LaSalle Business
Credit LLC, and other lenders.

The Debtor entered into a loan agreement with LaSalle Business
wherein LaSalle provided loans and other financial accommodations
to the Debtor to fund the Debtor's operations.  As of the date of
bankruptcy, the Debtor owed LaSalle approximately $9,700,000
pursuant to the loan agreement.  To secure payment of the debt,
the Debtor granted LaSalle a senior security interest in all of
its assets.

Peninsula Fund III L.P. also made certain loans to the Debtor for
approximately $8,000,000 which is secured by all of the Debtor's
assets on which LaSalle has a lien to secure the prepetition debt.  
All liens securing the Peninsula debt are subordinated to that of
LaSalle's.  In addition, Peninsula agreed that it will not object
to or oppose any DIP financing by LaSalle to the Debtor, so long
as the amount of such financing together with the outstanding
amount of LaSalle debt does not exceed $28,750,000.

Certain subordinated creditors have also made loans to the Debtor
for $4,440,000.  These loans are subordinated in all respects to
the LaSalle and the Peninsula debt.

The Debtor says that it does not have sufficient available working
capital to finance its ongoing postpetition business operations or
collect its remaining accounts receivable pending a sale of its
remaining assets.  The DIP credit facility will allow the Debtor
to operate as a going concern pending a sale of its assets.

Accordingly, the Court gave interim authority to the Debtor to
borrow up to $1,536,000 from LaSalle, including letters of credit
which may be issued by LaSalle.

In addition, the Court granted valid, binding, and enforceable
liens on all of the Debtor's property, and will have
administrative priority pursuant to Section 364(c)(1) of the U.S.
Bankruptcy Code.

                        About InGear Corp.

Based in Buffalo Grove, Illinois, InGear Corporation  --
http://www.ingearsports.com/-- is an importer and wholesaler of  
luggage, backpapcks, sport bags, and soft sided coolers.  Most of
the company's products are manufactured in China by third party
contract factories and its custoimer base consists of mass market
and mid-iter big box national retail outlets in the U.S., Canada,
and Mexico.

The Debtor filed for Chapter 11 protection on Feb. 7, 2008,
(Bankr. N.D. Ill. Case No. 08-02824).  Daniel Zazove, Esq., at
Perkins Coie LLP, represents the Debtor in its restructuring
efforts.  No Trustee or examiner has been appointed in this case.  
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


INPHONIC INC: Wants Exclusive Plan Filing Period Moved to Sept. 3
-----------------------------------------------------------------
InPhonic Inc. and its debtor-affiliates ask the Hon. Kevin Gross
of the United States Bankruptcy Court for the District of Delaware
to further extend the exclusive periods to:

   a) file a Chapter 11 plan until Sept. 3, 2008; and

   b) solicit acceptances of that plan Nov. 2, 2008.

The Debtors say that they devoted much of their time selling
substantially all of their assets and working closely with their
creditors toward a liquidating plan that intends to maximize the
value of their estates.  As a result, the Debtors were unable to
finalize an appropriate plan.

Neil B. Glassman, Esq., at Bayard, P.A., relates that substantial
progress towards resolving some issues facing the Debtors'
estate have been resolve.  With majority of the issues behind
the Debtors, Mr. Glassman said, they can focus on completing an
appropriate Chapter 11 plan.

According to the Debtors, the extension will not harm or prejudice  
their creditors or other parties in interest in these cases.

The Debtors' initial exclusive plan filing period expired on
March 7, 2008.

                        About InPhonic Inc.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.  The
company changes its name and the caption of the bankruptcy case to
SN Liquidation Inc.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.

InPhonic Inc. reported $97,046,330 in total assets and
$188,040,889 in total debts in its schedules of assets and debts
filed with the Court.


INTERFACE INC: Earns $20.3 Million in Fourth Quarter Ended Dec. 30
------------------------------------------------------------------
Interface Inc. reported net income of $20.3 million for the fourth
quarter ended Dec. 30, 2007, compared with net income of
$12.1 million in the 2006 fourth quarter.

Sales for the fourth quarter of 2007 increased 13.2% to
$293.3 million from sales of $259.1 million in the year ago
period.  As previously disclosed, the company sold its fabrics
division in July 2007, and therefore the financial statements for
the fourth quarter of 2007, and all other periods presented, now
reflect the fabrics division as discontinued operations.

Operating income for the fourth quarter of 2007 increased 31.9% to
$39.4 million, or 13.4% of sales, compared with operating income
of $29.9 million, or 11.5% of sales, in the fourth quarter of last
year.  Income from continuing operations was $20.3 million in the
2007 fourth quarter, an increase of 63.1% compared with income
from continuing operations of $12.4 million in the fourth quarter
of 2006.  

"The 2007 fourth quarter was the best performing quarter in
Interface's history and concluded our best performing year ever in
terms of continuing operations," said Daniel T. Hendrix, president
and chief executive officer.  "Our results continue to be driven
by the strength of demand for modular carpet both domestically and
internationally, as well as the continued expansion of our
presence in non-office markets as a result of our market
segmentation strategy.  

"These factors led to our fourth quarter overall revenue growth,
and coupled with good manufacturing discipline resulted in our
record operating profit margin.  Order activity during the quarter
remained robust, growing 17.0% over year ago levels."

Patrick C. Lynch, senior vice president and chief financial
officer, commented, "Our InterfaceFLOR modular carpet business,
which now comprises more than 85.0% of our revenues, finished the
year with an outstanding quarter, with sales increasing 18.0% over
year-ago levels.  

"As a result of this sales growth and with the operating leverage
in our business model, operating income in this division increased
35.0% compared with the fourth quarter last year, as operating
margins expanded significantly during the period.  While overall
performance at Bentley Prince Street was below our expectations,
the modular component of this business continued its solid
growth."

                      Full Year 2007 Results

Sales for full year 2007 were $1.08 billion, compared with
$914.7 million for 2006, an increase of 18.2%.  Operating income
in 2007 increased 29.9% to $129.4 million, or 12.0% of sales,
versus operating income of $99.6 million, or 10.9% of sales,
during 2006.  Income from continuing operations was $57.8 million,
during the full year 2007 period, compared with income from
continuing operations of $35.8 million in the 2006 period.  

"As previously disclosed, the company also repurchased and
redeemed in 2007 all of its outstanding 7.3% Senior Notes,
totaling $101.0 million.

The results for the full year 2007 included expenses on an after-
tax basis of $1.0 million for premiums paid in connection with the
redemption of these Senior Notes, versus $700,000 on an after-tax
basis for premiums paid on repurchases of those notes in the prior
year.  Including results of discontinued operations, the company
recorded a net loss for the full year 2007 of $10.8 million,
compared with net income of $10.0 million for 2006.

                          Balance Sheet

At Dec. 30, 2007, the company's consolidated balance sheet showed
$835.2 million in total assets, $534.1 million in total
liabilities, $7.0 million in minority interest, and $294.1 million
in total stockholders' equity.

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

                       About Interface Inc.

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

                          *     *     *

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


ION MEDIA: Completes Reverse Stock Split for Class A & B Stock
--------------------------------------------------------------
ION Media Networks Inc. completed the reverse stock split of its
Class A Common Stock and Class B Common Stock in an exchange ratio
of 1:10,036,763.  The reverse stock split became effective on
Feb. 20, 2008, upon the filing of an amendment to the company's
certificate of incorporation effecting the reverse stock split.

As a result, all stockholders, other than CIG Media LLC, will
receive a cash payment equal to $1.46 for each share of Class A
Common Stock held immediately prior to the Reverse Stock Split.
The company will send instructions to stockholders regarding how
to exchange their Class A Common Stock share certificates for the
cash payment.

In addition, on Feb. 19, 2008, the company filed a Form 25 with
the U.S. Securities and Exchange Commission related to the
withdrawal of its Class A Common Stock from listing on the
American Stock Exchange, and AMEX suspended trading in the Class A
Common Stock.

The company intends to file a Form 15 with the SEC.  Immediately
upon filing of the Form 15, the company will no longer be required
to file reports, including Forms 10-K, 10-Q, and 8-K, with the
SEC.  The company expects that the deregistration of its Class A
Common Stock will become effective 90 days after the filing of the
Form 15 with the SEC.  The company will provide the holders of its
outstanding debt and preferred stock with the reports and
information they are entitled to receive under the terms of their
respective securities.

The company is taking these steps in connection with the  
recapitalization of the company pursuant to the Master Transaction
Agreement that the company entered into on May 3, 2007, with CIG
Media LLC, NBC Universal Inc., NBC Palm Beach Investment I Inc.
and NBC Palm Beach Investment II, Inc., as amended.

After the reverse stock split, all of the company's outstanding
shares of common stock will be held by CIG Media LLC.  The reverse
stock split and these related actions completes the going private
process contemplated by the Master Transaction Agreement.

                         About Ion Media

Headquartered in West Palm Beach, Florida, ION Media Networks Inc.  
(AMEX: ION) -- http://www.ionmedia.tv/-- owns and operates a      
broadcast television station group and ION Television, reaching
over 90 million U.S. television households via its nationwide
broadcast television, cable and satellite distribution systems.  
ION Television currently features popular television series and
movies from the award-winning libraries of Warner Bros., Sony
Pictures Television, CBS Television and NBC Universal.  In
addition, the network has partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
high-quality primetime programming beginning July 2007.  

ION Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                           *     *     *

As reported in the Troubled company Reporter on Oct. 18, 2007,
Moody's Investors Service downgraded ION Media Networks Inc.'s
corporate family rating to Caa1 from B3 to reflect the company's
continued exceptionally weak credit metrics, the risks associated
with the company's re-entry into the ratings reliant general
network spot advertising market and increasing programming spend,
and the expected need for additional capital.  In addition,
Moody's downgraded the company's 14-1/4% Junior Exchangeable
Preferred Stock to Caa3 from Caa2, upgraded its Floating Rate
Second Priority Senior Secured Notes to Caa1 from Caa2 and its
speculative grade liquidity assessment from SGL -- 3 to SGL - 2.  
The outlook remains stable.


JEFFERSON COUNTY: SEC Investigates Former Finance Official
----------------------------------------------------------
Kara Scannel of The Wall Street Journal reports of an
investigation being conducted by the U.S. Securities and Exchange
Commission on the mayor of Birmingham, Alabama, in relation to
Jefferson County's $5 billion bond offerings and derivative
contracts, known as interest-rate swaps.

The investigation is aimed at determining whether Mayor Larry
Langford steered underwriting business to local investment bank
Blount Parrish & Co. in exchange for payments.  Mr. Langford
served from 2002 to 2007 as president of the Jefferson County
Commission and was in charge of finance and general services when
the offerings and contracts were made.

Blount Parrish underwrote nearly $2 billion of securities
offerings for Jefferson County, the SEC said, according to Wall
Street Journal.

The SEC investigation is part of a larger probe into possible
fraud in the offering and sale of bonds and derivatives.

As reported by the Troubled Company Reporter on March 10, 2008,
Jefferson County was in technical default in relation to its $3.2
billion sewer debt.  The county was unable to post $184 million in
collateral on its swap agreements with investment banks.  The
collateral was required under the agreement after a series of
downgrades on the debt.  

The county is not yet in payment default, which occurs if the
county discontinues payments to the banks.  No demand for the
payment has been made by the banks on March 7.  The
technical default gives the banks the right to terminate the
contracts and force payments totaling $184 million, The Birmingham
News reported.

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

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

                     About Blount Parrish

Blount Parrish is a regional investment banking firm headquartered
in Montgomery, Alabama.  The firm has specialized in the
underwriting and placement of tax-exempt securities since its
formation in 1985.

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


KAYDON CORP: Earns $22.7 Million in Fourth Quarter Ended Dec. 31
----------------------------------------------------------------
Kaydon Corp. reported net income of $22.7 million for the fourth
quarter ended Dec. 31, 2007, compared with net income of
$17.7 million during the fourth quarter of 2006.

Sales during the fourth quarter of 2007 were $123.7 million, a
23.5% increase compared to $100.1 million during the fourth
quarter of 2006.  Every reporting segment experienced higher sales
volumes.  Gross profit equaled $48.2 million or 39.0% of sales for
the fourth quarter of 2007 as compared to $41.4 million or 41.3%
of sales for the fourth quarter of 2006.  

This year's gross margin was affected by the ongoing ramp up of
the wind energy expansion project and by sales mix more heavily
weighted towards fast growing, but lower margin split roller
bearings.  Also affecting this year's gross margin was the
inclusion of Avon whose margins will be negatively impacted in the
short-term by acquisition accounting requirements.

Operating income increased $8.2 million or 33.9% to $32.2 million
due to higher sales and a $5.0 million pre-tax gain on the sale of
a component of a reporting segment.

Fourth quarter 2007 interest income of $3.9 million declined from
the $4.6 million earned during the fourth quarter of 2006,
primarily due to the reduction in average cash and short-term
investment balances resulting from the Avon acquisition, the third
quarter contribution to fully fund the qualified pension plans,
and a full year of capital expenditures to support capacity
expansion projects.

The effective tax rate during the fourth quarter of 2007 was 32.6%
percent compared with 32.7% in the prior fourth quarter.  

Free cash flow, a non-GAAP liquidity measure defined by the
company as net cash from operating activities less capital
expenditures, was $9.8 million during the fourth quarter 2007, as
compared to free cash flow of $23.6 million in the prior fourth
quarter.

EBITDA equaled $37.9 million, or 30.6% of sales, during the fourth
quarter 2007, as compared to $28.4 million, or 28.4% of sales,
during the fourth quarter 2006.

                      Full Year 2007 Results

On a full-year basis, sales of $451.4 million increased 11.7%  
compared with 2006.  

Including the aforementioned gain, operating income of
$111.3 million increased 12.8%, and net income of $77.7 million
increased 11.8%.

Free cash flow for full year 2007 totaled $20.2 million, as
compared to $63.6 million last year.  This year's free cash flow
was lower due to $27.8 million more in capital expenditures and to
$19.2 million more in contributions to pension plans.

Full year 2007 EBITDA totaled $132.5 million or 29.4 percent of
sales compared to $116.1 million or 28.7 percent of sales in 2006.
Readers should refer to the attached Reconciliation of Non-GAAP
Measures exhibit for the calculation of EBITDA and the
reconciliation of EBITDA to the most comparable GAAP measure.

                      Management's Comments

James O'Leary, president and chief executive officer commented,
"We are pleased with the results achieved in our fourth quarter.
This completes a year which saw improved operating performance
across all of our reportable segments in addition to considerable
progress on each of our long term initiatives.  In particular, we
accelerated our expansion in serving the fast growing wind energy
market while reprioritizing our efforts to grow our market share
in high growth, developing countries, notably India and China."
     
Mr. O'Leary added, "Our fourth quarter orders, record year-end
backlog, and ongoing penetration in the wind energy market,
bolstered by the recent acquisition of Avon, position us for
positive performance in 2008.  

"While comparisons in the first half of 2008 will be challenging
due, in part, to direct costs and lost absorption from our wind
energy expansion and Sealing Products relocation, we have
positioned the company to take maximum advantage of the secularly
strong wind energy market and the opportunities available to us to
expand our international market share.  These will benefit us
increasingly as the year progresses and we expect meaningful gains
during the latter half of 2008 as additional capacity comes online
in our key growth markets."

      Share Repurchases and Cash and Short-Term Investments

During the fourth quarter 2007, the company paid common stock
dividends of $4.2 million and repurchased 147,000 shares of
Company common stock for $7.5 million.  Year-to-date share
repurchases totaled 602,000 shares for $30.1 million.

Cash and short-term investments were $287.0 million at Dec. 31,
2007.  Because of the strategic capital investments, share
repurchases, and the Avon acquisition made last year, this balance
is approximately $83.8 million less than at the beginning of 2007.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$786.6 million in total assets, $303.2 million in total
liabilities, and $483.4 million in total stockholders' equity.

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

                        About Kaydon Corp.

Headquartered in  Ann Arbor, Michigan, Kaydon Corp. (NYSE: KDN) --
http://www.kaydon.com/-- is a designer and manufacturer of  
custom-engineered, performance-critical products, supplying a
broad and diverse group of industrial, aerospace, medical and
electronic equipment, alternative-energy, and aftermarket
customers.

                          *     *     *

To date, Kaydon Corp. still carries Moody's Investors Service's
'Ba2' corporate family rating.  Outlook is Stable.


KB HOME: Exits 3 Small Markets Due to Housing Slump
---------------------------------------------------
KB Home will exit their markets in Albuquerque, New Mexico;
Chicago, Illinois; and in the Mid-Atlantic, citing the continued
slowdown in the housing market, according to Builder magazine.

Builder relates that KB Home spokesperson Lindsay Stephenson had
said the company had a minimal presence in those three markets
with roughly three to five communities in each region.  "I think
we only had 15 employees in all the Chicago market, it was very
small," she explained.

Ms. Stephenson said KB Home will continue to focus on markets
where home building is still strong, like Texas and North
Carolina, according to Builder.

KB Home exited the Indianapolis market last summer, and now has a
total of four markets left, Builder says.

KB Home delivered 23,743 homes in 2007, less compared to 32,124
homes delivered in 2006.  In 2007, KB Home's average selling price
of $261,600 decreased from $287,700 in 2006.  The company
generated total revenues of $6.42 billion and a loss from
continuing operations of $1.41 billion in 2007, compared to total
revenues of $9.38 billion and income from continuing operations of
$392.9 million in 2006.  KB Home's homebuilding revenues, which
include revenues from land sales, accounted for 99.8% of its total
revenues in both 2007 and 2006.

KB was the 5th largest homebuilder in 2006 based on U.S. home
closings, according to data compiled by Builder magazine.

                         About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said its corporate credit and
debt ratings and negative outlook on KB Home (BB+/Negative/--) are
not currently affected by the company's recently reported noncash
charges and fourth-quarter 2007 net loss.  KB Home reported a
sizable $772.6 million loss in its fourth quarter ended Nov. 30,
2007.


KENDLE INT'L: Earns $6.4 Million in Fourth Quarter Ended Dec. 31
----------------------------------------------------------------
Kendle International Inc. reported net income of $6.4 million for
the fourth quarter ended Dec. 31, 2007, compared to a net loss of
$4.7 million in the fourth quarter of 2006.

Excluding a charge for amortization of acquired intangibles
related to the August 2006 acquisition of Phase II-IV clinical
services business of Charles River Laboratories International
Inc., net income was $7.0 million during the fourth quarter of
2007.

Excluding a charge for amortization related to acquired
intangibles, expenses related the acquisition of Charles River and
an impairment charge on a customer relationship asset, net income
was $2.1 million in the fourth quarter of 2006.

Net service revenues for fourth quarter 2007 were approximately
$104.3 million, an increase of 21.0% over net service revenues of
approximately $86.4 million for fourth quarter 2006.

Income from operations for fourth quarter 2007 was approximately
$15.2 million, or 14.6% of net service revenues compared to a loss
of approximately $1.8 million in fourth quarter 2006.  

"2007 was a year of significant growth for Kendle highlighted by
record backlog and a strong increase in revenues and operating
margin," said Candace Kendle, PharmD, chairman and chief executive
officer.  "Demonstrating our continued focus on project delivery
and operational excellence in support of our customers' clinical
development goals, we grew above the market for the fourth
consecutive year.  

"In particular, our increased scale and competitiveness in winning
and executing megatrials was a significant contributor to our
success and positions us well to deliver improved earnings and
profitability for our shareholders as we move forward."

Reimbursable out-of-pocket revenues and expenses were
approximately $50.4 million for fourth quarter 2007 compared to
approximately $31.7 million in the same quarter a year ago.

                        Full Year Results

Net service revenues for the year ended Dec. 31, 2007, were
approximately $397.6 million, an increase of 40.0% over net
service revenues of $283.5 million for the year ended Dec. 31,
2006.  

Net income for the year 2007 was approximately $18.7 million
compared to net income of approximately $8.5 million in the year
2006.  

Included in the 2007 net income is a charge for amortization of
acquired intangibles related to the August 2006 acquisition of
Charles River as well as a charge for the write-off of deferred
financing costs related to the company's term debt, which was paid
off in third quarter 2007.  Excluding these items,  net income was
$24.0 million for the year ended Dec. 31, 2007.

Included in the 2006 net income is amortization of acquired
intangibles, acquisition-related expenses and the intangible
impairment charge referenced above.  Excluding these items net
income for the year ended Dec. 31, 2006 was $15.9 million.

Interest expense in the year ended Dec. 31, 2007, was
approximately $14.9 million, primarily related to debt incurred to
finance the Charles River acquisition, compared to interest
expense of approximately $6.8 million in the year 2006.

Income from operations for the year ended Dec. 31, 2007, was
approximately $52.8 million, or 13.3% of net service revenues,
compared with $20.0 million or 7.1% of net service revenues for
the same period of the prior year.  

Excluding the amortization charge referenced previously, proforma
income from operations for the year ended Dec. 31, 2007, was
approximately $57.0 million or 14.3% of net service revenues.  

Excluding the amortization charge, acquisition-related expenses
and the intangible impairment charge referenced previously, in the
year ended Dec. 31, 2006, proforma income from operations was
$31.7 million, or 11.2% of net service revenues.  

                    Cash Flow from Operations

Cash flow from operations for the year ended Dec. 31, 2007, was
$61.9 million, compared with a positive $17.6 million for the same
period of 2006.

Cash and marketable securities at Dec. 31, 2007, totaled
approximately $46.4 million, including $844,000 of restricted
cash, compared with $22.3 million, which included $2.4 million of
restricted cash, at Dec. 31, 2006.

                    About Kendle International

Based in Cincinnati, Kendle International Inc. (Nasdaq: KNDL)
-- http://www.kendle.com/-- is a global clinical research
organization and provides Phase II-IV clinical development
services worldwide.  The company's global clinical development
business is focused on five regions  North America, Europe,
Asia/Pacific, Latin America and Africa.

                          *     *     *

The company continues to carry Standard & Poor's B+ long-term
foreign and local issuer credits.  S&P said the outlook is
stable.


LA PALOMA: Moody's Reviews Low-B Ratings for Possible Downgrades
----------------------------------------------------------------
Moody's Investors Service placed La Paloma Generating Company,
LLC's B1 and B3 rating for its first and second lien credit
facilities, respectively, under review for possible downgrade.

The review for downgrade considers La Paloma's poor operating
performance and lower than expected merchant energy margins over
the last several years resulting in weakened financial metrics.  
As of the last twelve months ending September 2007, La Paloma has
demonstrated FFO to Debt below 1% and debt service coverage ratios
below 1.0 times in Moody's assessment.  Nevertheless, the project
has been able to meet its financial covenant requiring a minimum
1.20 times debt service coverage ratio since the indenture allows
certain O&M costs to be excluded.  Moody's notes that La Paloma's
reported DSCR has remained on a downward trend over the last two
years.

The review for downgrade will consider La Paloma's ability to
improve its operating performance and its ability to achieve
financial metrics more commensurate with the rating.  While La
Paloma's credit metrics are expected to remain weak in 2008 with
only a modest improvement in FFO to Debt and debt service coverage
ratios, Moody's will also evaluate La Paloma's ability to remain
above the minimum required under the financial covenant.  In
addition, Moody's will consider La Paloma's ongoing liquidity
needs and increased refinancing risk due to the lack of additional
debt amortization under the excess cash flow sweep mechanism which
has resulted in an increased funded debt balance.

La Paloma Generating Co. LLC owns a 1,022 MW natural gas-fired,
combined cycle generating facility located in Kern County,
California.  La Paloma is 60% owned by Complete Energy Holdings, a
privately held operator of electric generation.  Complete is
headquartered in Houston, Texas and is approximately 100% owned by
individuals .


LAKELAND COMMERCIAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Lakeland Commercial Partners LP delivered to the United States
Bankruptcy Court for the Southern District of Texas its
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $16,500,000
   B. Personal Property                     94
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $15,201,555
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                            $4,470,887
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                        $16,500,094    $19,672,442

Headquartered in Houston, Texas, Lakeland Commercial Partners L.P.
owns and manages real estate.  The Debtor and its debtor-
affiliates filed for separate Chapter 11 petitions on Feb. 4, 2008
(Bankr. S.D. Tex. Case No.: 08-80055 thru 08-80057.)  Wayne
Kitchens, Esq. at Hughes, Watters & Askanase represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they have estimated assets
and debts of $10 million to $50 million.


LEINER HEALTH: Gets Initial OK to Access $74 Million DIP Facility
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Leiner Health Products Inc. and its debtor-affiliates  
to access, on an interim basis, at least $20 million under a
$74 million postpetition financing from UBS AG, Standford Branch,
as issuing bank and administrative agent; UBS Securities LLC and
General Electric Capital Corporation as joint lead arrangers; UBS
Securities LLC as sole book-runner, syndication agent and
documentation agent; UBS Loan Finance LLC as swingline lender.

DIP facility will be fully and unconditionally guaranteed by their
affiliate, LHP Holding Corp. and certain corporations organized
under the laws of Canada, according to the Debtors' motion.

On May 27, 2004, the Debtor obtained $290 million senior secured
credit facility comprised of $240 million term facility and
$50 million revolving facility.  As of Jan. 26, 2008, the Debtors
still have $231.6 million outstanding under the term facility and
$44 million under the revolving facility.

The Debtor says that the $74 million financing is comprised of:

   i) $18 million Term A Loan Facility;

  ii) $44 million Term B Loan Facility;

iii) $12 million revolving loan facility including availability
      for letters of credit and swingline loans.

Under the salient term of the DIP facility agreement, in regard to
any borrowing under the Term A Loan Facility, interest rate will
be equal to LIBOR plus 4.5% per annum.  On the other hand, under
the Term B Loan Facility, interest rate will be equal to LIBOR
plus 7.5% per annum.

In connection with the agreement, the Debtors are required to pay,
among other things:

   i) Commitment fee of [0.50]% per annum on:

      a) unused amount of  the revolving commitment; and

      b) undrawn amount of the Term Loan commitment, payable to
         the administrative agent;

  ii) LC participation fee of [4.50]% per annum;

iii) Fronting fee of [0.15]% per annum; and

  iv) Back-End fee of 7% of the maximum amount of the Term B Loan
      commitment.

Furthermore, the DIP facility will terminate on the earliest of
July 31, 2008 or the closing date of a sale of substantially all
of the Debtors' assets.

As adequate protection, the Debtors grant in favor of the lender
superpriority administrative claims and first priority priming
lien status pursuant to Section 364(c)(1) of the Bankruptcy Code.

                        Cash Collateral

On the one hand, the Court also authorized the Debtors to use
their lenders' cash collateral, on an interim basis.

The Debtors say they have an urgent need for immediate use of cash
collateral to pay present operating expenses to ensure a continued
supply of goods and services.

The lender expresses its willingness to permit the Debtors to
access its cash collateral, the Debtors relates.

A final hearing will be held on April 8, 2008, at 1:30 p.m.,
whether to approve the request.

Objection to approval, if any, must be filed before April 1, 2008.

A full-text copy of the Court's Interim Order is available for
free at http://ResearchArchives.com/t/s?2911

                        About Leiner Health

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

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  When the Debtors filed for protection
against their creditors, it listed assets and debts between
$500 million to $1 billion.


LEINER HEALTH: Chapter 11 Filing Spurs Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Leiner Health Products, Inc. to Ca from Caa3, probability of
default to D from Caa3, and senior subordinated notes to C from
Ca.

The downgrades follow Leiner's March 10, 2008 announcement that it
filed for Chapter 11 protection in U.S. Bankruptcy Court in
Delaware.  Although a group of pre-petition lenders has agreed to
provide Leiner with $74 million in debtor-in-possession financing,
Leiner's speculative grade liquidity rating remains SGL-4.  
Moody's also will withdraw all of its debt ratings of Leiner
because of the bankruptcy filing.

The probability of default rating of D reflects the bankruptcy
filing.  Moody's used an estimated run-rate EBITDA multiple to
estimate the enterprise value of Leiner and the family level loss-
given-default rate because of the company's weakened financial
condition.  Moody's believes that the expected family recovery
rate is not materially different from the standard 50% assumption
of its Loss Given Default Rating Methodology.  An assumed EBITDA
multiple of four times supports Moody's belief of about a 50%
expected family recovery rate.  The LGD 2 Loss Given Default
Assessment of the senior secured credit facility incorporates the
potential for secured lenders to receive less than a full
recovery.  The LGD 5 Loss Given Default Assessment of the senior
subordinated notes implies a likely significant loss on this
instrument.

The previous rating action for Leiner was on Sept. 25, 2007, when
Moody's downgraded the company's corporate family rating to Caa3
from Caa2 because of increased concerns regarding the company's
liquidity profile, its ability to retain customers, and the
feasibility of monetizing embargoed product inventory following
the September 2007 allegations by the Food & Drug Administration
that the company falsified records related to quality testing for
the production of over-the-counter medications.  Previously,
Leiner had suspended OTC production in March 2007 after an FDA
inspection had noted deficiencies in proper manufacturing
practices at one of Leiner's production facilities.

Moody's downgraded these ratings:

  -- Probability of Default Rating, to D from Caa3;

  -- Corporate Family Rating, to Ca from Caa3;

  -- $150 million 11% senior subordinated notes 2012 to C (LGD 5,
     82%) from Ca (LGD 5, 88%);

Moody's affirmed these ratings:

  -- $50.0 million senior secured revolving credit facility of
     Caa2 (LGD 2, 29%);

  -- $232 million senior secured term loan of Caa2 (LGD 2, 29%);

These ratings will be withdrawn:

  -- Probability of Default Rating, rated D

  -- Corporate Family Rating, rated Ca

  -- $50.0 million senior secured revolving credit facility, rated
     Caa2 (LGD 2, 29%);

  -- $232 million senior secured term loan, rated Caa2 (LGD 2,
     29%);

  -- $150 million 11% senior subordinated notes 2012, rated C (LGD
     5, 82%);

The outlook is being changed to stable from negative and will also
be withdrawn, as will the SGL-4 speculative grade liquidity
rating.

Leiner Health Products, Inc, with headquarters in Carson,
California, manufactures private-label vitamins, minerals, &
nutritional supplements and over-the-counter pharmaceuticals.   
Leiner also provides contract manufacturing services.  Revenue for
the twelve months ended September 29, 2007 was $606 million.


LIFEPOINT HOSPITALS: Names Gregory T. Bier as Board Director
------------------------------------------------------------
LifePoint Hospitals Inc.'s board of directors added Gregory T.
Bier as member.  In conjunction with the appointment of
Mr. Bier, the size of the board of directors was increased from
eight to nine members.
     
"We are very excited to bring someone of Greg's stature,
independence and knowledge onto our board," William F. Carpenter
III, president and chief executive officer of LifePoint Hospitals,
said.  "His extensive public company auditing experience and
strong financial background will be a great enhancement to our
Audit and Compliance Committee, to our board and to our
stockholders."
     
Mr. Bier retired in 2002 from Deloitte & Touche LLP.  Prior to his
retirement, Mr. Bier was the managing partner of the Cincinnati
Office of Deloitte & Touche LLP from 1998 to 2002.  Mr. Bier
joined Haskins & Sells, which later became part of Deloitte, in
1968, and he has been a certified public accountant since 1970.

Mr. Bier served on the audit committee of the board of trustees of
Catholic Healthcare Partners, a not-for-profit health system, from
2002 to 2007.  He serves on the board of directors of Cincinnati
Financial Corporation, a public company that markets commercial,
personal and life insurance through independent insurance
agencies.
     
                  About LifePoint Hospitals Inc.

Based in Brentwood, Tennessee, LifePoint Hospitals Inc. (NASDAQ:
LPNT) -- http://www.lifepointhospitals.com/-- is a hospital
company that provides healthcare services in non-urban communities
in 18 states.  Of the company's 49 hospitals, 44 are in
communities where LifePoint Hospitals is the sole community
hospital provider.  LifePoint Hospitals' non-urban operating
strategy offers continued operational improvement by focusing on
its five core values: delivering compassionate, high quality
patient care; supporting physicians; creating an outstanding
environment for employees; providing unmatched community value;
and ensuring fiscal responsibility.  LifePoint Hospitals is
affiliated with approximately 21,000 employees.

                         *     *     *

Moody's Investor Services placed LifePoint Hospitals Inc.'s
probability of default rating at 'Ba3' in September 2006 and its
bank loan debt rating at 'Ba2' in May 2007.  The ratings still
hold to date with a stable outlook.


LILLIAN VERNON: U.S. Trustee Appoints Seven-Member Creditors Panel
------------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Lillian Vernon Corporation and its debtor affiliates' bankruptcy
cases.

The Committee members are:

     1. Gift LLC
        Attn: Holly C. Mauro
        c/o W. P. Carey & Co. LLC
        50 Rockefeller Plaza
        2nd Floor
        New York, NY 10020
        Tel: (212) 492-8939
        Fax: (212) 492-8922

     2. Li & Fung USA
        c/o Marty Leder
        1359 Broadway
        17th Floor,
        New York, NY 10018
        Tel: (646) 839-7007
        Fax: (646) 839-7476

     3. Direct Holdings U.S. Corp.
        c/o: Christopher Hearing
        8280 Willow Oaks Corporate Drive
        Suite 800
        Fairfax VA 22031
        Tel: (703) 663-4700
        Fax: (703) 663-4630

     4. AT & T Corp.
        c/o: James W. Grudus
        Room 3A218
        One AT&T Way
        Bedminster, NJ 07921
        Tel: (908) 234-3318
        Fax: (832) 213-0157

     5. Quad Graphic Inc.
        c/o: Patricia A. Rydzik
        N63W23075 Main Street
        Sussex, WI 53089-2827
        Tel: (414) 566-2127
        Fax: (414) 566-9415

     6. Paradysz Matera Company Inc.
        c/o: Richard Wulwick
        5 Hanover Square
        New York, NY 10004
        Tel: (917) 438-4993
        Fax: (212) 383-7647

     7. Graphic Communications Holdings Inc.
        c/o: Gerald Nonaka
        16-B Journey
        Aliso Viejo, CA 92656-3317
        Tel: (949) 215-9388
        Fax: (949) 389-7788

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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

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


LILLIAN VERNON: Wants Until April 20 to File Schedules
------------------------------------------------------
Lillian Vernon Corporation and its debtor affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend, until April 20, 2008, the period within which it may file
its schedules of assets and liabilities and statements of
financial affairs.

The Debtor explains, that given the size and complexity of its
business and considering that it has been consumed with a
multitude of administrative and business decisions relative to
this chapter 11 case, it finds cause to extend the filing of its
schedules and statements.

The Debtor points out that this extension should provide ample
time to assemble and verify information and prepare the schedules
and statements.

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.


LOUISIANA RIVERBOAT: Files for Bankruptcy Amidst Contract Battle
----------------------------------------------------------------
Louisiana Riverboat Gaming Partnership and five of its affiliates
filed for Chapter 11 protection with the U.S. Bankruptcy Court for
the Western District of Louisiana.

The company, doing business as Diamond Jacks Casino & Resort, said
that it will continue to operate its gaming business during its
bankruptcy filing, and none of its employees will be laid-off, a
Debtor's representative told KTBS 3.

The casino operator said that it has an ongoing dispute with
lenders, KTBS 3 relates.  "This reorganization is not a result of
a liquidity issue but rather the company's inability to meet
certain leverage ratios in the covenants of its loan agreements,"
stated KTBS 3, citing a company statement.


LOUISIANA RIVERBOAT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Louisiana Riverboat Gaming Partnership
             711 DiamondJacks Boulevard
             Bossier City, LA 71111

Bankruptcy Case No.: 08-10824

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Legends Gaming of Louisiana-1, LLC         08-10825
        Legends Gaming of Louisiana-2, LLC         08-10826
        Legends Gaming, LLC                        08-10827
        Legends Gaming of Mississippi, LLC         08-10828
        Legends Gaming of Mississippi RV Park, LLC 08-10829

Chapter 11 Petition Date: March 11, 2008

Type of Business: Also doing business as Diamond Jacks Casino &
                  Resort, The Debtors operate casinos and hotels.    
                  See http://www.islecorp.com/

Court: Western District of Louisiana (Shreveport)

Debtors' Counsel: Tristan E. Manthey, Esq.
                     (tmanthey@hellerdraper.com)
                  William H. Patrick, III, Esq.
                     (wpatrick@hellerdraper.com)
                  Heller, Draper, Hayden Patrick & Horn
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130-6103
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949
                  http://www.hellerdraper.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

The Debtors did not file lists of their largest unsecured
creditors.


LSP ENERGY: Moody's Holds 'B1' Rating; Changes Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service affirmed LSP Energy Ltd's B1 rating for
its senior secured bonds but changed the outlook to negative from
stable.

The rating action reflects LSP's weakened financial performance
demonstrated by a decrease in LSP's debt service coverage ratio to
below 1.0 times in 2007, which is notably lower than the Project's
debt service coverage ratio of 1.1 times over the previous two
years.  The deteriorating financial performance has been driven in
large part by two major forced outages incurred by the Project in
2007 with the last outage ending in early 2008.  The forced
outages resulted in LSP incurring significant revenue losses under
its tolling agreements and increased costs due to repairs.

Recently, the Project entered into a long-term services agreement
with the manufacturer of the project's gas turbines.  Moody's
considers the LTSA to be a positive development and should serve
to partially mitigate a cause for one of the Project's two major
outages.

While Moody's expects LSP's debt service coverage ratios to
improve modestly to approximately 1.0 times in 2008, the negative
outlook also incorporates LSP's limited access to liquidity and
the potential that LSP could continue to experience poor operating
performance.  If debt service coverages persist at or below
current levels or LSP is forced to access its six month debt
service reserve for liquidity purposes, LSP could face further
negative pressures on its rating.

LSP Energy Limited Partnership is a limited partnership that owns
and operates an 837 MW combined-cycle natural gas-fired electric
generating facility located in Batesville, Mississippi.  LSP is
96% owned by Complete Energy Holdings, a privately held operator
of electric generation.  Complete is headquartered in Houston,
Texas and is approximately 100% owned by individuals.


MAGELLAN HEALTH: Earnings Rise to $31MM in Qtr. Ended December 31
-----------------------------------------------------------------
Magellan Health Services Inc. reported operating results for the
fourth quarter and fiscal year ended Dec. 31, 2007.

For the fourth quarter of 2007, the company reported net income of
$31.3 million compared with $22.5 million in the fourth quarter of
2006.  Segment profit for the fourth quarter was $66.2 million,
compared with $62.3 million in the prior year quarter.

For the fiscal year ended Dec. 31, 2007, the company reported net
income of $94.2 million.  For the prior year, net income was
$86.3 million.  For 2007, the company's segment profit, which
represents income from continuing operations before stock
compensation expense, depreciation and amortization, interest
expense, interest income, gain on sale of assets, special charges
or benefits, income taxes and minority interest, was
$223.3 million, compared with $216.3 million in the prior year.

The company ended the quarter with unrestricted cash and
investments of $353.6 million.  Cash flow from operations for 2007
was $194.6 million compared with $197 million for the prior year
period.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.43 billion, total liabilities of $0.53 billion and total
stcokholders' equity of $0.90 billion.

"I am pleased to be starting my tenure as CEO on the heels of a
very good year for the company overall," Rene Lerer, M.D.,
president and chief executive officer, said.  "Our results reflect
particular success in two of our high-growth segments -- public
sector behavioral health and radiology benefits management.  We
won and successfully implemented the Maricopa contract, the
nation's largest public sector behavioral contract, and
implemented our first two risk contracts for our radiology
benefits management business."

"The simultaneous implementation of these contracts is an
accomplishment that speaks to our expertise in managing large-
scale transitions and to the dedication of Magellan employees to
ensuring clinical and service excellence for all of our
stakeholders," Mr. Lerer added.  "I am particularly proud to be
leading an organization that exemplifies such a can-do spirit and
commitment to quality."

"Our behavioral health line of business again delivered strong
financial results, with all three segments performing favorably,"
Mark S. Demilio, chief financial officer, said.  "Our specialty
pharmaceutical management business results for the fourth quarter
were in line with our expectations."

"Results for our radiology benefits management segment for the
year also were in line with our expectations." Mr. Demilio
continued.  "In the fourth quarter, we recorded $1.7 million of
unfavorable care development and $1.3 million of unfavorable
contractual adjustments in this segment that related to the third
quarter.  With more claims payment experience since the end of the
third quarter, we now believe that care in this segment is running
slightly above the middle of our range of estimates rather than at
the low end of that range, but we feel confident that we now have
seen enough claims completion experience in this new business to
properly assess the care costs.  We are pleased with the
progression of this business and are maintaining our 2008 guidance
for this segment."

                             Outlook

The company reiterated that, for fiscal 2008, it expects to
generate net revenue in the range of $2.53 billion to
$2.66 billion; net income in the range of $77 million to
$96 million; and segment profit in the range of $200 million to
$220 million.  These results are expected to yield earnings per
share in the range of $1.88 to $2.34 on a diluted basis.

"In 2008, our focus will be on capitalizing on the positive
momentum we generated in 2007 to generate growth in each of our
business lines while continuing to execute well on our existing
business," Mr. Lerer said.  "In the behavioral arena, we look
forward in particular to being competitive in the TennCare
procurement through our collaboration with Coventry HealthCare and
in shifting our primary focus in Maricopa from contract start-up
activities to further achieving the goals the State set out for
the program.  In radiology and specialty pharmacy, our attention
is on growth through ramped-up marketing and sales activity. We
are actively pursuing new risk radiology contracts and refocusing
efforts in specialty pharmacy on our traditional sales generator,
the rebate business."

"As I settle into the role of CEO, I will be working with Mark and
the rest of the management team to consider key next steps for the
organization as a whole and its strategy," Mr. Lerer related.  "As
I said earlier this week, my transition to CEO is a natural point
at which to step back and assess where the company has been and
where it is going in its development.  I am backed by a strong
management team and thousands of committed employees who are
driven to provide value to our customers and high quality service
to our members and providers.  This team is well-positioned to
deliver continued success as we enter 2008."

                     About Magellan Health

Headquartered in Avon, Connecticut, Magellan Health Services Inc.
(NASDAQ: MGLN) -- http://www.magellanhealth.com/-- manages
behavioral health care and radiology benefits in the U.S.  Its
customers include health plans, corporations and government
agencies.  The company filed for chapter 11 protection on
March 11, 2003 (Bankr. S.D.N.Y. Case No. 03-40515).  The Court
confirmed the Debtors' Third Amended Plan on Oct. 8, 2003,
allowing the company to emerge from bankruptcy protection on
Jan. 5, 2004.

                          *     *     *

Moody's Investors Service placed Magellan Health Services Inc.'s
long-term corporate family and bank loan debt ratings at 'Ba2' in
September 2006.  The ratings still hold to date with a stable
outlook.


MANCHESTER INC: Taps Wells Fargo Trumbull as Claims Agent
---------------------------------------------------------
Manchester Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Texas for authority
to employ and retain Trumbull Group LLC dba Wells Fargo Trumbull
as their notice, claims and balloting agent.

As the Debtors' notice, claims and balloting agent, Trumbull will
maintain the list of the Debtors' creditors, and when it is
appropriate and cost-efficient, Trumbull, will, among other
things, serve required notices in these chapter 11 cases and will
prepare the related certificate or affidavit of service.

As the Debtors' notice, claims and balloting agent, Trumbull, at
the Debtors' or the Clerk's Office request, may provide the
following services:

  a) prepare and serve required notices in these chapter 11 cases,
     which may include:

       i. notice of the commencement of these chapter 11 cases and
          the initial meeting of creditors pursuant to section
          341(a) of the Bankruptcy Code;

      ii. notice of the claims bar date, if any;

     iii. notice of objections to claims;

      iv. notice of any hearings on a disclosure statement and
          confirmation of a plan of reorganization;

       v. other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate
          for an orderly administration of these Chapter 11 cases;
          and

      vi. provide assistance with publication of required notices,
          as necessary.

  b) after the mailing of a particular notice, prepare for filing
     with the Clerk's Office a certificate or affidavit of service
     that includes a copy of the notice involved, an alphabetical
     list of persons to whom the notice was mailed and the date
     and manner of mailing;

  c) receive and record proof of claim and proofs of interest
     filed;

  d) create and maintain official claims registers, including,
     among other things, the following information for each proof
     of claim or proof of interest:

       i. the applicable Debtor;

      ii. the name and address of the claimant and any agent
          thereof, if the proof of claim or proof of interest was
          filed by an agent;

     iii. the date received;

      iv. the claim number assigned; and

       v. the asserted amount and classification of the claim;

  e) implement necessary security measures to ensure the
     completeness and integrity of the claims registers;

  f) transmit to the Clerk's Office a copy of the claims registers
     upon request and at agreed upon intervals;

  g) act as balloting agent which will include the following
     services:

       i) print ballots including the printing of color-coded,
          creditor- and shareholder-specific ballots;

      ii) prepare voting reports by plan class, creditor or
          shareholder and amount for review and approval by the
          Debtors and their counsel;

     iii) coordinate mailing of ballots, disclosure statement and
          plan of reorganization or other appropriate materials to
          all voting and non-voting parties and provide affidavit   
          of service; and

      iv) receive and tabulate ballots, inspect ballots for
          conformity to voting procedures, date stamp and number
          ballots consecutively, provide computerized balloting
          database services and certify the tabulation results;

  h) maintain an up-to-date mailing list for all entities that
     have filed a proof of claim or proof of interest, which list
     shall be available upon request of a party in interest or the
     Clerk's Office;

  i) provide access to the public for examination of copies of the
     proofs of claim or interest without charge during business
     hours;

  j) create and maintain a public access website setting forth
     pertinent case informations and allowing access to electronic
     copies of proofs of claim or proofs of interest;

  k) record all transfers of claims pursuant to rule 3001(e) of
     the Federal Rules of Bankruptcy Procedure and provide notice
     of such transfers as required by Bankruptcy Rule 3001(e);

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

  m) provide temporary employees to process claims, as necessary;

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

  o) perform such other administrative and support services
     related noticing, claims docketing, solicitation and
     distribution as the Debtors or the Clerk's Office may
     request.

In addition to the foregoing, the Debtors seek authorization to
employ Trumbull to assist them with, among other things:

  a) the reconciliation and resolution of claims;

  b) the preparation of Schedules of Assets and Liabilities and
     Statements of Financial Affairs; and

  c) the preparation, mailing and tabulation of ballots for the
     purpose of voting to accept or reject and plans of
     reorganization proposed by the Debtors in these cases.

Ronda K. Collum, a vice president and consultant of Trumbull,
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.

The Debtors propose to retain Trumbull at the rates set forth in
the Trumbull Agreement, which was not disclosed in the Debtors'
application with the Court.

Ms. Ronda K. Collum can be reached at:

     Ronda K. Collum
     Wells Fargo Trumbull
     4 Griffin Road north
     Windsor CT 06095
     Tel: (860) 687-7510
     Fax: (860) 687-7513
     email: rcollum@wftrumbull.com

                       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.


MANITOWOC CO: Earns $99 Million in Quarter Ended December 31
------------------------------------------------------------
The Manitowoc Company reported its financial results for the
quarter and year ended Dec. 31, 2007.  

For three months ended Dec. 31, 2007, the company reported net
earnings of $99.2 million compared to net earnings of
$43.9 million for the same period in the previous year.    

For full year, the company reported net earnings of $336.7 million
compared to net earnings of $166.2 million in 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $2.86 billion, total liabilities of $1.52 billion and total
stockholders' equity of $1.34 billion.

"The Manitowoc Company's exceptional performance in 2007 is an
impressive achievement for which every one of our employees can
take credit," Glen E. Tellock, Manitowoc's president and chief
executive officer, said.  "Led by our Crane segment and supported
by strong contributions from our Foodservice and Marine segments,
our company's focus on delivering world-class products with
superior quality and unrivaled after-market support has been the
key to our results.  In 2008, we will continue to make significant
investments to ensure that we have the capacity, technology, and
people to continue to perform at these levels."

"Manitowoc Crane Group continues to serve as our primary growth
driver," Mr. Tellock said.  "Our global network of manufacturing
and service facilities allows us to be a preferred lifting
equipment provider in both established and emerging markets.  Much
of our planned 2008 capital expenditures will enable Manitowoc to
meet the continued strong demand and provide delivery schedules
that our customers require.  That combination of global reach and
responsiveness has been a key factor in our recent performance,
and we will make the necessary investments to maintain our
leadership position.

"Our Foodservice and Marine segments also were strong performers,
generating increased operating profits for both the fourth quarter
and the full year," Mr. Tellock said.  "The Foodservice segment's
new-product pipeline has helped drive improved top-line
performance and increased operating leverage.  Our Marine segment
completed an outstanding quarter and full year due primarily to
improved manufacturing efficiencies and strong repair activity."

                  Liquidity and Capital Resources

Cash flow from operations during 2007 was $238.2 million compared
to $294.1 million in 2006.  The company applied a portion of this
cash flow in 2007 to capital spending, dividends and payment of
outstanding debt.  The company has $366.4 million in cash and cash
equivalents on-hand at Dec. 31, 2007, an increase of
$190.3 million over 2006.

Cash flow provided by operating activities of continuing
operations for the year ended Dec. 31, 2007, totaled
$238.2 million compared to $294.4 million for the year ended
Dec. 31, 2006.  Cash flow during 2007 was driven by $336.7 million
of net earnings, an increase of $170.5 million over net earnings
for 2006.  

During 2007, cash flow from operations was negatively impacted by
an increase in accounts receivable of $119.0 million and an
increase in inventory of $105.2 million.  The increase in accounts
receivable was driven by an increase in sales volumes, and the
increase in inventory was due to higher order backlog and an
increase in sales volumes, both in the Crane segment.  Accounts
payable, accrued expenses and other assets and liabilities
positively impacted cash flow from operations by $31.9 million.  
This was driven by payables related to the increase in inventory
in the Crane segment.

The company spent a total of $119.6 million during 2007 for
capital expenditures.  

The company's outstanding debt at Dec. 31, 2007, consists of  
$150 million of 7-1/8% senior notes due 2013, well as outstanding
amounts under its revolving credit facility, working capital lines
of credit in non-U.S. locations and capital leases.

Its revolving credit facility provides $300 million of initial
borrowing capacity and includes the ability to access an
additional $250 million of borrowing capacity during the life of
the facility under the same terms.  As of Dec. 31, 2007, the
amount outstanding under the revolving credit facility was
$56.7 million.
                           2008 Guidance

"We are affirming the current earnings guidance for 2008 earnings
per share, excluding any unusual items, of being in a range of
$3.20 to $3.40," Mr. Tellock said.  "This guidance was issued late
in the fourth quarter and represents an increase of between 19
percent and 27 percent from our outstanding 2007 results.  In
addition, given the continued strong outlook in the Crane segment,
we are increasing our 2008 capex guidance to approximately
$120 million."

                  About The Manitowoc Company Inc.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting   
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a provider
of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                         *     *     *

Moody's Investor Service placed The Manitowoc Company Inc.'s long-
term corporate family and probability of default ratings at 'Ba2'
in June 2007.  The ratings still hold to date with a stable
outlook.


MEDICAL SAVINGS: A.M. Best Cuts FS Rating to B-(Fair) from B(Fair)
------------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to B-(Fair)
from B(Fair) and the issuer credit rating to "bb-" from "bb" of
Medical Savings Insurance Company.  The outlook for both ratings
is negative.

These rating actions reflect Medical Savings' considerable decline
in capital and surplus in 2007 due to an unexpected operating
loss.  The company's risk-adjusted capital position is currently
very low, although it did receive a contribution from its parent,
Medical Savings Investment, Inc., to alleviate some of the impact
of the loss.

Medical Savings' operating results in the last two years have been
negatively impacted primarily by higher than expected loss ratios
in its primary individual major medical line of business and high
legal expenses.  In an effort to improve its future operating
results, the company is in the process of non-renewing its South
Carolina and Florida books of business.  These two states
accounted for a large amount of its 2007 revenues and losses.

Should Medical Savings' operating results or capitalization level
deteriorate further, another downgrade of the ratings would be
likely.


MUSICLAND HOLDING: Parties Seek to Pursue Action Against Best Buy
-----------------------------------------------------------------
Hobart Truesdell, the responsible person of the estates of
Musicland Holding Corp. and its debtor-affiliates; the Official
Committee of Unsecured Creditors in the Debtors' cases; and the  
current members of the Informal Committee of Secured Trade Vendors
seek to commence a potential avoidance action against Best Buy Co.
Inc.

The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation among the Debtors, the Official Committee
of Unsecured Creditors, and the Secured Trade Committee, granting
the Creditors Committee authority and standing to pursue certain
actions, specifically standing and authority to investigate,
pursue and prosecute any and all other claims that may exist
against certain Secured Trade Creditors.

The Informal Committee's current members are Buena Vista Home
Entertainment, Inc., Metro-Goldwyn-Mayer Home Entertainment, LLC,
Warner Home Video Inc., Credit Suisse International, Cargill
Financial Services International, Inc., Plainfield Capital
Limited and Hain Capital Group, LLC.

On Feb. 6, 2007, the Court approved the stipulation among the
Debtors, Creditors Committee, and the Current Members of the
Informal Committee of Secured Trade Vendors granting the
Creditors Committee authority and standing to pursue any and all
Avoidance Actions.

In analyzing the nature and extent of the Avoidance Actions, the
parties have identified a potential action against Best Buy Co.,
Inc., the former parent company of the Debtors, relating to
certain transfers made by the Debtors to Best Buy.

In addition to the avoidance of the Best Buy Transfers, the
Parties have identified:

   * additional causes of action against Best Buy; and
   * potential related actions against former officers and
     directors of the Debtors based on the Best Buy Transfers.

The Parties have consulted to determine who and what is the best
and most cost-efficient manner for the Parties to pursue the Best
Buy Claims and the D&O Claims as expeditiously as possible and
have determined that the best and most cost-efficient manner is
for the action to be pursued by the Creditors Committee as it is
the unsecured creditors who hold the pecuniary interest in the
action under the confirmed Second Amended Joint Plan of
Liquidation.

In an agreement approved by the Court, the Debtors, the Creditors
Committee, and the Informal Committee of Secured Trade Vendors
agreed that:

   -- the Creditors Committee is appointed as representative of
      the Debtors' estates, and standing is conferred upon the
      Committee, for the purpose of investigating, pursuing,
      prosecuting and, if appropriate, compromising and settling
      the Best Buy claims and the D&O claims;

   -- as of the effective date of the Debtors' Plan, Hobart
      Truesdell, as the Responsible Person, will automatically be
      deemed to be substituted in the place and stead of the
      Committee with respect to the Best Buy claims and the D&O
      claims.  The Responsible Person will succeed to all rights,
      benefits and protections of the Committee with respect to
      the Best Buy claims and will have standing post-
      confirmation to pursue and compromise and settle all claims
      asserted in the Best Buy Claims and the D&O Claims in
      accordance with the terms of the Plan;

   -- any settlement of the Best Buy Claims and the D&O Claims by
      the Committee will be subject to Court Approval;

   -- the Debtors agree to reasonably cooperate in making
      information and their documents available to the Creditors
      Committee for its review without formal subpoena or
      discovery demands;

   -- as the Parties share a common interest in the pursuit of
      the Best Buy Claims and the D&O Claims, neither the
      Stipulation nor any privileged information shared among the
      Parties concerning the Best Buy Claims and the D&O Claims
      will constitute a waiver of the attorney-client privilege
      of any of the Parties, which privileges are fully
      preserved;

   -- nothing will be deemed to modify or affect the Creditors
      Committee's rights and standing to pursue the Avoidance
      Actions.

Best Buy acquired Musicland in December 2000 in a strategic
acquisition to exploit Musicland's mall-based retail
entertainment-related distribution channels, which annually
reached more than 300 million customers.  As part of the
acquisition, Best Buy filed disclosures with the United States
Security and Exchange Commission and made numerous public
statements that it had agreed to assume roughly $271,000,000 in
long term debt that Musicland had outstanding to various third-
parties.  Consistent with the statements, Best Buy assumed the
debt in December 2000, and proceeded to make additional capital
investments in Musicland thereafter through the 2001 and 2002
calendar years.

The Creditors Committee alleged in January that Best Buy and
Musicland's own officers and directors engineered a series of  
transactions designed to disguise Best Buy's capital investment
as debt.  To this end, Best Buy -- practically on the eve of its
sale of Musicland to Sun Capital Partners, Inc. -- caused
Musicland to execute several credit-type documents which
characterized Best Buy's capital investment as debt, and,
pursuant to which Musicland transferred more than $145,000,000 to
Best Buy -- purportedly in partial satisfaction of the debt.

As of March 31, 2003, the amount of net equity investments that
Best Buy had made in Musicland totaled $381,256,676, in addition
to Best Buy's $425,000,000 expenditure to purchase Musicland
Store Corporation's common stock.

The Creditors Committee said Best Buy, as lender, and Musicland,
as borrower, executed on March 31, 2003, a Revolving Credit Loan  
Agreement, ostensibly to create a lending arrangement between Best
Buy and Musicland.  According to the Loan Agreement, Musicland was
indebted to Best Buy "on account of term loans or inter-company
advances made by [Best Buy] to finance [TMG's and/or Musicland's]
working capital needs in the amount of $381,256,676."  In reality
the $381,256,676 constituted capital investment, not debt, the
Committee said.

On March 31, 2003, Musicland executed a Revolving Note for
$400,000,000 for the benefit of Best Buy.  Musicland made payments
to Best Buy to pay down amounts due under the Note.  On June 16,
2003, Musicland executed a Second Amended and Restated Promissory
Note for $30,000,000 for the benefit of Best Buy.

Musicland was later sold to Sun Capital Partners, which formed
Musicland Holding Corp.

Pursuant to a Stock Purchase Agreement dated June 16, 2003, Best
Buy caused MSC to sell its 100% stock ownership interest in TMG
to MHC for $1.00.

Pursuant to a Note Purchase Agreement dated June 16, 2003, Best
Buy purportedly sold the Second Amended and Restated Note to MHC
for $1.00.

                     About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was declared
effective as of Jan. 30, 2008.  (Musicland Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Truesdell Inks Pacts with Preference Defendants
------------------------------------------------------------------
Pursuant to Section 105 of the Bankruptcy Code and Rules 2002 and
9019 of the Federal Rules of Bankruptcy Procedure, Hobart
Truesdell, as the Responsible Person of the estates of Musicland
Holding Corp. and its debtor-affiliates, seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
approve and enter into settlement agreements with certain
preference defendants and potential defendants.

The Debtors' confirmed Second Amended Plan of Liquidation provides
that after the Plan becomes effective, the Responsible Person will
be authorized and obligated to investigate, prosecute, litigate,
settle or compromise all claims or causes of actions under Chapter
5 of the U.S. Bankruptcy Code.  The Plan also provided for the
dissolution of the Official Committee of Unsecured Creditors on
the Plan Effective Date and the formation of a Plan committee
overseeing the Responsible Person.

In February 2007, the Court appointed the Committee as
representative of the Debtors' estates for the purpose of
investigating, pursuing, prosecuting and, if appropriate,
compromising and settling the Avoidance Claims prior to the
occurrence of the Plan Effective Date.

Additionally, the Avoidance Claims Authority Order provided that
as of the Plan Effective Date, the Responsible Person would:

   a) automatically be deemed to be substituted in place and stead
      of the Committee with respect to any and all actions
      asserting Avoidance Claims;

   b) succeed to all rights, benefits and protections of the
      Committee with respect to the Avoidance Actions; and

   c) have standing post-confirmation to pursue and, if
      appropriate, compromise and settle all claims asserted in
      the Avoidance Actions in accordance with the terms of the
      Plan.

In April 2007, the Committee sent about 145 demand letters to
potential defendants of Avoidance Claims seeking the return of
preferential transfers made within 90 days prior to the Petition
Date or other avoidable transfers, Mark T. Power, Esq., at Hahn &
Hessen LLP, in New York, relates.

Since that time, the Committee had commenced numerous actions
asserting Avoidance claims against certain defendants.  By virtue
of the Avoidance Claims Authority Order and operation of the
Plan, the Responsible Person was substituted as plaintiff in the
Avoidance Actions on the Effective Date.

According to Mr. Power, the Responsible Person has reached
mutually agreeable settlements with various defendants and
potential defendants, the terms of which include:

   a. the defendants agreed to pay these amounts to the Debtors;
           
      Defendant                         Settlement Amount
      ---------                         -----------------            
      Activision, Inc. and                        $39,200
         Activision Publishing, Inc.
      Bowe Industries Inc.                        $60,000  
      Diamond Comic Distributors, Inc.            $43,000
      Great Eastern Entertainment Co.             $30,000
      Musicdrama, Inc.                             $7,000
      Quad/Graphics Inc.                           $6,500
      Rimage Corporation                          $30,000
      Senn-Delaney Consulting                     $61,788
      SVG Distribution, Inc.                      $ 8,000
      Tampa Westshore Associates                  $70,000
         Limited Partnership     
      Uline, Inc.                                 $20,000

   b. the defendants agree to waive any rights they might have to
      file a claim against the Debtors' estate pursuant to
      Section 502(h); and

   c. the parties agree to mutual releases.    

Mr. Power relates that the terms of the settlement agreements
provide for current payments to the Debtors of $375,488 -- and a
waiver of $1,672,078 in unsecured claims against the Debtors'
estates -- which is a significant economic benefit and a figure
that approaches the amount which the Responsible Person would
likely recover through litigation while avoiding the expense,
delay and uncertainty of a litigated resolution.

Mr. Power notes that the Committee has conveyed its analyses to
the Debtors and the Informal Committee of Secured Trade Vendors
who both concur and approve of the proposed settlements.

"The settlement agreements are fair and reasonable and in the
best interests of the Debtors' estates and their creditors and
therefore should be approved," Mr. Power avers.

                    About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was declared
effective as of Jan. 30, 2008.  (Musicland Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Truesdell Intends to Lump Tax Claim Objections
-----------------------------------------------------------------
Hobart Truesdell, as the Responsible Person of the estates of
Musicland Holding Corp. and its debtor-affiliates, seeks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to consolidate his objections to tax claims
in a single omnibus objection.

Rule 3007(d) of the Federal Rules of Bankruptcy Procedure was
recently amended to set parameters for the use of omnibus
objections to claims.  Rule 3007(d)(6) states that one basis for
joining more than one claim in an omnibus objection is where the
claims "were presented in a form that does not comply with
applicable rules, and the objection states that the objector is
unable to determine the validity of the claim because of the
noncompliance[.]".  Rule 3007(c) also permits the joinder of
more than one claim, not specified under section (d), in an
omnibus objection by order of the court.  

Section 105(a), on the other hand, provides that "the court may
issue any order, process, or judgment that is necessary or
appropriate to carry out the provisions" of the Bankruptcy Code.

Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, asserts
that the Responsible Person's objections to the tax claims fit
within the category of claims contemplated by Rule 3007(d)(6) in
that they were not presented in a form of complaint with
applicable rules -- the Tax Claims lack the requisite supporting
documentation necessary for determining the validity of the
secured, administrative or priority status asserted by the Tax
Claims.

Mr. Power notes that there are approximately 44 separate personal
property tax claims filed by various taxing authorities within
the states of California, Indiana and Ohio which assert secured,
administrative and priority claims against the Debtors' estates.

According to Mr. Power, the Responsible Person intends to
reclassify the Tax Claims from secured, administrative or
priority claims to general unsecured claims.

Mr. Powers assures the Court that there will be no prejudice to
the Taxing Authorities because the Responsible Person will notify
each Taxing Authority of the objection.

                     About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was declared
effective as of Jan. 30, 2008.  (Musicland Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Hob-Lob Wants $1.2 Million Admin. Claim Paid
---------------------------------------------------------------
Hob-Lob L.P., a subtenant of Musicland Holding Corp.'s debtor-
affiliate Media Play Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to allow and compel payment of its
$1,258,724 claim.

Hob-Lob is a subtenant under certain leases of non-residential
real property referred to as the Deerbrook Mall Sublease and the
Wilshire Plaza Sublease.

Michelle McMahon, Esq., at Bryan Cave LLP, in New York, relates
in February 2006, Media Play (a) rejected the lease that
served as the basis for Media Play's sublease of the non-
residential real property demised to Hob-Lob under the Deerbrook
Mall Sublease, and (b) entered into a Lease Termination
Agreement terminating the lease that served as the basis for
Media Play's sublease of the non-residential real property
demised to Hob-Lob under the Wilshire Plaza Sublease.

This resulted in Media Play's material breach of the subleases.

Neither Media Play nor the Court took any action under Section  
365 of the Bankruptcy Code to reject the Subleases, and the
Subleases were not rejected under Section 365.

Because of Media-Play's breach of the Subleases, Hob-Lob lost the
benefit of the contractual terms of those leases and had to
negotiate new, replacement leases, resulting in substantial
damages to Hob-Lob, specifically $1,258,724 in damages with
$138,125 on the Deerbrook Mall Sublease and $1,120,599 on the
Wilshire Plaza Sublease.
   
Ms. McMahon contends that the Debtors' postpetition breach of the
subleases constitutes a basis for allowance of administrative
expenses.

Ms. McMahon reminds the Court that in Reading Co. v. Brown, 391
U.S. 471, 479, 88 S.Ct. 1759, 1763, 20 L.Ed.2d 751 (1968), the
Supreme Court stated that persons "subjected to loss and expense
as a result of the administration of a bankruptcy estate are
entitled to be made whole as a matter of fundamental fairness and
will be allowed administrative expense claims to implement that
result."

                     About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was declared
effective as of Jan. 30, 2008.  (Musicland Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NASH FINCH: Must Pay $6.75 Million Class Action Settlement
----------------------------------------------------------
Nash Finch Company signed a Stipulation of Settlement which, if
approved by the Court, will fully resolve all of the claims in the
putative securities fraud class action pending in the United
States District Court for the District of Minnesota.  That class
action was filed after the company issued revised earnings
guidance on Oct. 20, 2005.  The lawsuit challenged, among other
things, the public statements the company made about its
acquisition of certain assets from Roundy's Supermarkets, Inc.  
The company denies it engaged in any wrongdoing.

Pursuant to this settlement, which is subject to certain
conditions, $6.75 million will be paid into a settlement fund that
will be distributed to members of a class of all persons who
purchased the company's common stock from Feb. 24, 2005, the date
the company announced an agreement to acquire certain assets from
Roundy's Supermarkets, Inc., through and including October 20,
2005, the date the company announced a downward revision to its
earnings guidance for fiscal 2005.  The settlement payment will be
funded in full by the company's insurance coverage.  Notice of the
settlement must be provided to the class and then it is subject to
final approval by the Court.

"We believed, and continue to believe, that this case lacks merit
and had planned to defend the litigation vigorously," Alec
Covington, President and Chief Executive Officer of Nash Finch,
said.  "However, after reaching an accommodation that will be
fully covered by our directors and officers insurance and is
acceptable to our insurance carrier, we have agreed to the
settlement so that we can eliminate the distraction and expense of
further litigation.  We believe that our shareholders are best
served with this matter behind us and our attention focused on our
business and the implementation of our strategic plan, Operation
Fresh Start."

Headquartered Minneapolis, Minnesota, Nash Finch Company (Nasdaq:
NAFC) -- http://www.nashfinch.com/-- is an American food    
distribution company.  Nash Finch's core business, food
distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt.  The company also owns and
operates a base of retail stores, primarily supermarkets under the
Econofoods(R), Family Thrift Center(R), and Sun Mart(R) trade
names.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Standard & Poor's Ratings Services revised its outlook on Nash
Finch Co. to stable from negative.  At the same time, S&P affirmed
the Minneapolis, Minnesota-based company's 'B+' corporate credit
and other ratings.  This action reflects stabilized operating
performance, improved credit metrics and adequate liquidity.


NATIONSLINK FUNDING: Fitch Holds 'BB' Rating on $6.6 Mil. Certs.
----------------------------------------------------------------
Fitch Ratings affirmed NationsLink Funding Corporation's
commercial mortgage pass-through certificates, series 1999-SL, as:

  -- $2.5 million class A-IV at 'AAA';
  -- $17.6 million class B at 'AAA';
  -- $15.4 million class C to 'AAA';
  -- $14.3 million class D at 'AAA';
  -- $7.7 million class E at 'AA-';
  -- $17.6 million class F at 'BB+';
  -- $6.6 million class G at 'BB'.

Fitch does not rate the notional $94.9 million class X.  Classes
A-1, A-2, A-3, A-4, A-5 and A-6 have been paid in full.

Although credit enhancement has increased since Fitch's last
rating action, increasing concentrations, upcoming maturities, and
limited financial reporting warrant affirmations.  As of the
February 2008 distribution date, the pool's collateral balance has
been reduced 93.5%, to $81.9 million from $1.18 billion at
issuance.  Although, the transaction has paid down significantly,
the pool still remains diverse by property type with 334 loans of
the original 2,755 remaining.

The transaction's structure has reverted to standard sequential
pay.  The deal includes an overcollateralization feature which
creates a first loss piece that absorbs any losses that otherwise
would result in principal loss to the trust.  The current
overcollateralization amount is equal to $12.9 million (16% of the
pool).  To date, the overcollateralization structure of the pool
has prevented any principal losses to the trust.

The transaction continues to have stable performance with a
history of low delinquencies.  41% of the transaction is expected
to mature in 2008.  The weighted average mortgage coupon for the
pool is 8.29%.  There is currently one (0.2%) loan in special
servicing due to a maturity default.  The loan is expected to be
paid in full.


NATIONWIDE INDEMNITY: A.M. Best Holds 'bb-' Issuer Credit Rating
----------------------------------------------------------------
A.M. Best Co. affirmed the financial strength rating of A+
(Superior) and issuer credit ratings of "aa-" of Nationwide Group
and its four property/casualty pooled members and 22 reinsured
affiliates.

Concurrently, A.M. Best has affirmed the debt ratings of "a" of
the $1.1 billion in existing surplus notes of Nationwide Mutual
Insurance Company and the $400 million in pass-through securities
of North Front Pass-Through Trust.  The outlook for all the above
ratings is stable.  All companies are domiciled in Columbus, Ohio.

Nationwide's ratings reflect its strong capitalization, favorable
core operating results attributable to its continually evolving
risk management process, which includes strict underwriting
discipline, increased rates and numerous operating efficiencies
implemented by management.  In addition, Nationwide benefits from
a diversified product offering that includes standard and
specialty personal, commercial and surplus lines of business.  The
ratings further recognize Nationwide's market presence, multiple
distribution channels and decentralized operational structure that
provides superior service to agents and policyholders.

The ratings also take into consideration the recent announcement
of the offer by Nationwide Mutual and certain other affiliates to
acquire the publicly traded common shares of the downstream
holding company, Nationwide Financial Services, Inc., the parent
of Nationwide's life subsidiaries.  Risk-adjusted capitalization
is expected to decline as a result of the privatization
transaction, yet remain well supportive of Nationwide's current
ratings.  If accepted by NFS, closure of the transaction is
subject to various regulatory and shareholder approvals.

A.M. Best also has affirmed the FSR of B+(Good) and the ICR of
"bbb-" of Nationwide Indemnity Company.  NIC is the group's run-
off entity, primarily for asbestos and environmental claims.  The
outlook for these ratings is stable.

In addition, A.M. Best has affirmed the FSR of B-(Fair) and the
ICR of "bb-" of Nationwide Insurance Company of Florida.  NICOF is
dedicated to writing the group's Florida homeowners' business.  
The outlook for these ratings has been revised to stable from
negative, reflecting the favorable impact of NICOF's aggressive
coastal non-renewal initiative on its catastrophic exposure and
risk-adjusted capitalization.  As wholly owned subsidiaries of
Nationwide Mutual, NIC's and NICOF's ratings benefit from the
implicit and explicit financial support of their parent.


NETBANK INC: Wants Until March 20 to File Chapter 11 Plan
---------------------------------------------------------
NetBank Inc. is seeking to move its exclusive rights to file a
Chapter 11 plan until March 20, 2008, and its exclusive rights to
solicit acceptances of that plan through and including May 19,
2008, Bloomberg News reports.

As reported in the Troubled Company Reporter on Jan. 28, 2008, the
Debtor intended to use the extension to propose and negotiate one
or more plan of reorganization or liquidation.

As previously reported, the Office of Thrift Supervision recent
takeover of the Debtor's bank subsidiary and the seizure of all
the Debtor's records by the Federal Deposit Insurance Corporation
have affected the Debtor's ability to collect necessary
information to formulate a plan.

The Jacksonville, Florida-based company previously asked the
bankruptcy court in Jacksonville to set March 10, 2008, as plan-
filing exclusivity deadline.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Committee in this case.  As of
Sept. 25, 2007, the Debtor listed total assets at $87,213,942 and
total debts at $42,245,857.


NORTHWEST AIRLINES: Resumes Talks with Delta After Brief Impasse
----------------------------------------------------------------
Delta Air Lines Inc. and Northwest Airlines Corp. pilot leaders
resumed talks on March 4, 2008, to reach an agreement on how to
"mesh" their unions, Bloomberg News reports.

The meetings have involved a handful of senior pilots and are not
formal negotiations, Reuters says, citing a person familiar with
the talks.

As widely reported, the pilot negotiators of both carriers had an
impasse over the combination of seniority rankings for 12,000
pilots.  According to Bloomberg, a pilots' agreement is the last
major step needed for the carriers to merge.

"Nothing can be accomplished if they're not talking, so just
getting them back together in the same room is a big step,"
Bloomberg quotes Kit Darby, a retired United Airlines pilot who
now runs Air Inc., an Atlanta-based career-counseling firm for
pilots, as saying.  "Pilots get their rewards from a contract
that's governed by seniority.  This is everything to them."

To recall, Delta and Northwest have agreed on most terms for a
consolidation, including keeping Delta's name and Atlanta
headquarters, and having Delta Chief Executive Officer Richard
Anderson run the new airline.

Pilot negotiators at Delta and Northwest have agreed on a
$2,000,000,000 package that would include higher pay, an equity
stake in the combined airline and a board seat, Bloomberg
earlier reported, citing people familiar with the talks.

However, the pilots can't agree on how to put together their
seniority lists.  Northwest leaders want their more-senior pilots
to be ranked by hire date, while Delta wants size of planes and
routes currently flown to be considered, Bloomberg says.

The pilot unions, both affiliated with the Air Line Pilots
Association, have refused to comment on any new meetings held
and on merger developments.

The Wall Street Journal says that the series of snags in the
consolidation talks has some investors losing patience.  An
investor has privately told WSJ that a pilot accord on seniority
is neither required by law or by both contracts under the
carriers' unions, so the airlines could close a deal now and sort
out the pilots seniority later.

           Pension Insurer Wants to Join Merger Talks

The Pension Benefit Guaranty Corp. wants to be included in talks
between Northwest and Delta, because it said a merger could leave
the carriers without enough assets to cover their pensions, The
Associated Press reports.

According to the AP, the PBGC became a major shareholder in Delta
after it assumed Delta's pilot pension during Delta's bankruptcy
proceedings.  In contrast, Northwest avoided that scenario in its
bankruptcy because a change in the law gave Northwest "more time
to get caught up on its pensions," the AP says.

PBGC director Charles E. F. Millard wrote to both airlines that
his agency needs a role in merger discussions to ensure "that all
appropriate considerations with respect to the continued health
of the airlines' defined benefit pension plans are addressed,"
the AP discloses.

"Together," the letter said, "the two pension plans do not have
enough assets to pay all promised benefits: if the plans were to
terminate, they would be underfunded by over $7 billion."

                    Rising Fuel Costs Puts
                 Pressure on Airlines to Merge

As oil prices surged to $108 a barrel, the CEOs of Delta and
Northwest said rising fuel costs are undermining the carriers'
profits at an alarming rate, the Salt Lake Tribune reports.

According to the paper, Delta's Richard Anderson condemned
federal officials for failing to help restrain costs, saying, "We
don't have an energy policy in this country, and we need one."

For his part, Northwest's Doug Steenland said record oil prices
are a "serious budget breaker" and part of what makes
consolidation "inevitable," referring to the stalled
consolidation talks between the two carriers, the Salt Lake
Tribune states.

In a recorded message to Northwest's employees, Mr. Steenland
said that if oil stays above $100 a barrel, the airline will pay
$1,700,000,000 more than it had planned for fuel for this year.

Mr. Anderson expressed his frustration on the oil-price
situation, saying, "if policymakers were serious about conserving
fuel, they would be installing new air-traffic control equipment
and systems more quickly to reduce flight delays," the paper
disclosed.

Many industry analysts believe that higher fuel prices are
increasing the pressure on carriers to merge, in order to cut
costs and increase ticket-pricing power, the Salt Lake Tribune
noted.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--     
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


NRG ENERGY: S&P Gives Positive Outlook on 'B+' Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on NRG
Energy Inc.'s 'B+' corporate credit rating to positive from
stable.  The revision reflects the company's strong cash flows
over the past couple of years, improved prospects for the next few
years, and S&P's expectations that ratings could be upgraded as
the company continues to sweep debt and strengthen its financial
profile.
     
"The 'B+' corporate credit rating reflects NRG's leveraged
financial profile, risks associated with the merchant power
business, and significant growth plans.  These factors are
mitigated by significant near-term cash flow stability created by
the company's substantial hedging program, albeit one that creates
operational risks; significant fleet diversity in terms geography,
fuel, and dispatch position; as well as the current favorable
market conditions for merchant power companies," said Standard &
Poor's credit analyst Swami Venkataraman.  "High gas prices and
tightening reserve margins across the U.S., accentuated by a
growing difficulty in building new baseload generation, are
expected to result in strong cash flows over the next few years.   
This, combined with a mandatory cash flow sweep associated with
NRG's bank term loan B, support a strengthening financial profile
over the next few years."
     
Funds from operations coverage of interest and debt were strong at
3.0x and 18.1%, respectively, for the year 2007.  Using S&P's
conservative merchant price assumptions, these ratios still exceed
2.5x and 12% over the next few years, adequate for the rating.   
NRG's leverage is high for a merchant generator but continues to
decline as the company sweeps cash to pay down debt.  Leverage
stood at roughly 60.4% of total capitalization as of Dec. 31,
2007.  Given the company's hedging policy, this leverage can be
supported at the rating level.  Under NRG's base case, leverage
drops to about 52% at the end of 2009 and to 56% under S&P's gas
price deck.
     
NRG is primarily engaged in the ownership, development,
construction, and operation of power generation facilities, the
trading of energy, fuel, capacity, and related products in the
United States and internationally.  As of Dec. 31, 2007, NRG owned
24,115 MW of generating capacity and had about $8.4 billion in
debt.


NV BROADCASTING: S&P Changes Ratings on $215 Mil. Loan Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on the
$215 million first-lien bank loan facilities of NV Broadcasting
LLC and the $45 million first-lien bank loan facilities of Parkin
Broadcasting LLC, reflecting a change in the EBITDA multiple that
S&P applied in its simulated default scenario to 6x from 7x.
      
"This change brings the EBITDA multiple in line with those of NV's
peers among small TV station groups," explained Standard & Poor's
credit analyst Debbie Kinzer.
     
S&P lowered the bank loan ratings on the revolving credit
facilities and term loans B to 'B' (the same as the corporate
credit rating on parent NV Television LLC) from 'B+'.  S&P revised
the recovery rating to '3', indicating its expectation of
meaningful (50%-70%) recovery in the event of a payment default,
from '2'.
     
At the same time, S&P affirmed the 'CCC+' bank loan rating (two
notches below the parent's corporate credit rating) on NV
Broadcasting's second-lien facility.  The recovery rating on the
second-lien facility is unchanged at '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of
default.
     
The facilities consist of a $25 million revolving credit facility
maturing in 2013, a $235 million first-lien term loan B maturing
in 2013, and a $100 million second-lien term loan maturing in
2014.
     
Proceeds from the credit facilities, which closed on Nov. 1, 2007,
were used to repay the company's previous debt and to fund the
acquisition of Montecito Broadcast Group LLC's four TV stations
and related assets.


ON SEMICONDUCTOR: Board of Directors Elects Fran Barton as Member
-----------------------------------------------------------------
ON Semiconductor Corporation's board of directors elected Fran
Barton as board member.  The board also elected Mr. Barton to its
audit committee.

Mr. Barton is the chief financial officer at UTStarcom Inc., where
he has been instrumental in overseeing UTStarcom's improvements to
cost structure, balance sheet and cash-flow.  Prior to joining
UTStarcom in September 2005, Mr. Barton was the CFO at Atmel
Corporation, where he was responsible for the semiconductor
company's finance and administration.

Mr. Barton was the senior vice president and CFO at Advanced Micro
Devices Inc. from 1998 to 2001.  From 1996 to 1998, he was vice
president and CFO at Amdahl Corporation.  Mr. Barton worked at
Digital Equipment Corporation in Maynard, Massachussetts, from
1974 to 1996 - beginning as a financial analyst and moving his way
up through various financial roles to vice president and CFO of
the company's personal computer division.  

A U.S. Army Special Forces veteran, Mr. Barton is a graduate of
Worcester Polytechnic Institute, where he earned a Bachelor of
Science in Chemical Engineering, and holds a MBA with a focus in
Finance from Northeastern University.

"Fran is a wonderful addition to our board of directors," said
Keith Jackson, ON Semiconductor president and CEO.  "Fran Barton
brings a rich legacy of demonstrated leadership and financial
expertise and will be a valuable complement to our board.  We are
also disclosing that John Marren from TPG is stepping down from
our board of directors effective Feb. 14, 2008.  TPG has not had
an equity position in the company since May of 2007.  John and TPG
have been strong contributors to our successes since their initial
involvement with ON Semiconductor in 1999.  We have appreciated
their strong support of the company."

                    About ON Semiconductor

Headquartered in Phoenix, Arizona, ON Semiconductor Corporation
(NASDAQ: ONNN) -- http://www.onsemi.com/-- designs, manufactures,
and markets power and data management semiconductors, and standard
semiconductor components worldwide.  It offers automotive and
power regulation products.

At Sept. 28, 2007, the company's balance sheet stockholders'
deficit of $53.5 million, compared to last year's deficit of
$225.4 million.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service has placed the ratings of ON
Semiconductor (B1 CFR) on review for possible upgrade and affirmed
the Ba3 corporate family and credit facility ratings for AMI
Semiconductor, after the companies' Dec. 13, 2007, report that
they have entered into a definitive agreement for ON Semi to
acquire AMI Semi for approximately $915 million in an all-stock
transaction.


PARKIN BROADCASTING: S&P Alters Rating on $45 Mil. Loan Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on the
$45 million first-lien bank loan facilities of Parkin Broadcasting
LLC and the $215 million first-lien bank loan facilities of NV
Broadcasting LLC, reflecting a change in the EBITDA multiple that
S&P applied in its simulated default scenario to 6x from 7x.
      
"This change brings the EBITDA multiple in line with those of NV's
peers among small TV station groups," explained Standard & Poor's
credit analyst Debbie Kinzer.
     
S&P lowered the bank loan ratings on the revolving credit
facilities and term loans B to 'B' (the same as the corporate
credit rating on parent NV Television LLC) from 'B+'.  S&P revised
the recovery rating to '3', indicating its expectation of
meaningful (50%-70%) recovery in the event of a payment default,
from '2'.
     
At the same time, S&P affirmed the 'CCC+' bank loan rating (two
notches below the parent's corporate credit rating) on NV
Broadcasting's second-lien facility.  The recovery rating on the
second-lien facility is unchanged at '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of
default.
     
The facilities consist of a $25 million revolving credit facility
maturing in 2013, a $235 million first-lien term loan B maturing
in 2013, and a $100 million second-lien term loan maturing in
2014.
     
Proceeds from the credit facilities, which closed on Nov. 1, 2007,
were used to repay the company's previous debt and to fund the
acquisition of Montecito Broadcast Group LLC's four TV stations
and related assets.


PILGRIM'S PRIDE: To Close Chicken Processing Centers to Cut Losses
------------------------------------------------------------------
Pilgrim's Pride Corporation will close a chicken processing
complex and six of its 13 distribution centers in the United
States in response to the crisis facing the U.S. chicken industry.  
The crisis is caused by soaring feed-ingredient costs resulting
from corn-based ethanol production.  These actions are part of a
plan to curtail losses amid record-high costs for corn, soybean
meal and other feed ingredients and an oversupply of chicken in
the United States.  The closings, which are expected to begin
immediately and will be completed by June, will result in the
elimination of approximately 1,100 jobs.  Additionally, the
company disclosed that it is in the process of reviewing other
production facilities for potential mix changes, closure and/or
consolidation in response to current negative industry
fundamentals.

Under the plan, the company will close its chicken processing
complex in Siler City, North Carolina, which employs approximately
830 people.  Pilgrim's Pride also plans to shut down distribution
centers in Oskaloosa, Iowa; Plant City and Pompano Beach, Florida;
Jackson, Mississippi; Nashville, Tennessee; and Cincinnati, Ohio.  
Pilgrim's Pride will provide transition programs to employees to
assist them in securing new employment, filing for unemployment
and other applicable benefits. No decision has been made about the
future use of the Siler City facility, however, when industry
fundamentals improve, portions of the live production capabilities
associated with the Siler City operation may be redeployed to
supply other company facilities in that region of the country.  
The company expects to record asset impairment and other charges
related to the facility closures of approximately $35 million,
$21.7 million net of tax, or $0.33 per share.

"Our company and industry are struggling to cope with
unprecedented increases in feed-ingredient costs this year due
largely to the U.S. government's ill-advised policy of providing
generous federal subsidies to corn-based ethanol blenders," Clint
Rivers, president and chief executive officer, said.  "The cost
burden is already enormous, and it's growing even larger.  Based
on current commodity futures markets, our company's total costs
for corn and soybean meal to feed our flocks in fiscal 2008 would
be more than $1.3 billion higher than what they were two years
ago.  We simply must find ways to pass along these higher costs.  
Additionally, we believe that the recent impact of food-based
inflation, coupled with the need for food producers to continue to
increase prices for their products, will further stimulate
inflation, weaken consumer confidence and negatively affect demand
for products in certain market channels.  This will require that
the industry adjust its production output to levels commensurate
with a reduced demand, at higher and necessary prices, sufficient
to sustain the industry as a whole."

"While the decision to close a facility is always very difficult,
we believe the actions we are announcing today are absolutely
necessary to help bring supply and demand into better balance,"
Mr. Rivers added.  "That portion of the demand for our products
that exists solely at pricing levels below the cost of production
is no longer a demand that this industry can continue to supply."

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.  


PPM AMERICA: Moody's Slashes Rating on $17.85 Mil. Notes to 'Ca'
----------------------------------------------------------------
Moody's Investors Service withdrew its rating of this note issued
by PPM America High Grade CBO I, Ltd.:

Class Description: $300,000,000 Class A-1 Senior Secured REMARCS

  -- Prior Rating: Aaa/P-1
  -- Current Rating: WR

According to Moody's, the rating was withdrawn because the note
was paid in full.

Moody's also downgraded its rating of this note issued by PPM
America High Grade CBO I, Ltd.:

Class Description: $17,850,000 Class C Structured Equity Notes Due
Jan. 15, 2013

  -- Prior Rating: Caa3
  -- Current Rating: Ca

Moody's explained that this rating action reflects deterioration
in the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate securities.


PRINCETON SKI: Has Until May 2 to File Chapter 11 Plan
------------------------------------------------------
The Hon. Morris Stern of the United States Bankruptcy Court for
the District of New Jersey extended Princeton Ski Shop Inc. and
its debtor-affiliates' exclusive periods to:

   a) file a Chapter 11 plan until May 2, 2008; and

   b) solicit acceptances of that plan until July 31, 2008.

The Debtors say that they have exhausted a substantial amount of
time negotiating and addressing a myriad of complex matters in
Chapter 11 cases.  Preparing a definitive plan for emerging from
protection have been difficult at this early stage, the Debtors
point out.

As a result, the Debtors through their counsel, Cole Schotz Meisel
Forman & Leonard P.A., retained Bederson and Company as financial
advisor to develop and formulate an effective reorganization.

The Debtors say that they are in talks with the Official Committee
of Unsecured Creditors on various potential restructuring
alternatives.  However, both need more time to evaluate these
alternatives.

                       About Princeton Ski

Based in Clifton, New Jersey, Princeton Ski Shop, Inc., dba
Princeton Ski Shops, sells skiing goods and equipment.  The
company and three of its affiliates filed for chapter 11
protection on Nov. 4, 2007 (Bankr. D. N.J. Case Nos. 07-26206
through 07-26209).  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtors.  The Debtors
selected Kurtzman Karson Consultants LLC as claims and balloting
agent.  An Official Committee of Unsecured Creditors has been
appointed in these cases.  Lowenstein Sandler PC represents the
Committee.  When the Debtors filed for bankruptcy protection,
they disclosed estimated assets and debts from $100,000 to
$100 million.


PSYCHIATRIC SOLUTIONS: Earns $23 Million in Quarter Ended Dec. 31
-----------------------------------------------------------------
Psychiatric Solutions, Inc., disclosed financial results for the
fourth quarter and year ended Dec. 31, 2007.

For the quarter ended Dec. 31, 2007, the company reported a net
income of $23.1 million, compared to a net income of $17.5 million
for the quarter ended Dec. 31, 2006.  Net income for the year
ended Dec. 31, 2007, grew to $76.2 million from year 2006's
$60.6 million.

For the quarter, revenue increased 44.1% to $403.4 million
compared to the fourth quarter of 2006.  Revenue for the year
ended Dec. 31, 2007 grew 44.9% to $1.4 billion from the full year
2006.

Consolidated adjusted EBITDA grew 49.1% to a record $72.3 million,
or 17.9% of revenue, for the fourth quarter of 2007 compared to
the fourth quarter of 2006. For the full year, consolidated
adjusted EBITDA expanded 47.7% to $256.0 million, or 17.3% of
revenue.  

Same-facility revenue increased 5.3% for the latest quarter
compared with the fourth quarter of 2006, driven primarily by a
4.6% increase in revenue per patient day and a 0.6% increase in
patient days.  For the full year, same-facility revenue increased
6.5% resulting from growth in revenue per patient day of 5.0% and
growth in patient days of 1.4%.

"PSI continued to produce outstanding profitable growth for the
fourth quarter and full year 2007," remarked Joey Jacobs,
Chairman, President and Chief Executive Officer of PSI.  "Demand
for high quality inpatient psychiatric care continues to expand in
this capacity constrained and very fragmented industry.  We are
well positioned to achieve further significant profitable growth
for 2008 and beyond through organic growth initiatives and
acquisitions.

"We are targeting 7% to 9% same-facility revenue growth for 2008
once again.  Work is already underway to add nearly 600 beds in
existing and new facilities by the end of 2008, double our normal
targeted pace of expansion, allowing us to treat patients that we
do not have the capacity to treat today.

"We are highly confident that we will be able to acquire at least
six inpatient facilities during 2008.  The pipeline of potential
acquisition opportunities remains strong, enhancing our ability to
continue to build a platform for future growth."

At Dec. 31, 2007, the company's balance sheet showed total assets
of $2.1 billion and total liabilities of $1.4 billion, resulting
in a $754.7 million stockholders' equity.  Equity, as of Dec. 31,
2006, was $627.7 million.

Headquartered in Franklin, Tenn., Psychiatric Solutions Inc. --  
(NASDAQ: PSYS) -- http://www.psysolutions.com/-- offers an   
extensive continuum of behavioral health programs to critically
ill children, adolescents and adults and operates owned or leased
freestanding psychiatric inpatient facilities with approximately
10,000 beds in 31 states, Puerto Rico and the U.S. Virgin Islands.
PSI also manages freestanding psychiatric inpatient facilities for
government agencies and psychiatric inpatient units within
medical/surgical hospitals owned by others.

                          *     *     *

Psychiatric Solutions Inc. still carries Moody's Investors
Service's B1 long term corporate family rating which was last
placed on June 16, 2005.  Outlook is Stable.


PUNTO APARTE/CIMA: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Punto Aparte/Cima Publicidad, Inc.
             Corporate Center Building
             Resolution Street 22
             Floor 6, Suite 302
             San Juan, PR 00920

Bankruptcy Case No.: 08-01350

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
Dieresis Public Relations, Inc.                08-01352

Chapter 11 Petition Date: March 5, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Gerardo Carlo Altieri

Debtors' Counsel: Carmen D. Conde Torres
                  254 San Jose Street
                  5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  notices@condelaw.com

Punto Aparte/Cima Publicidad, Inc's financial condition:

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

A. Punto Aparte/Cima Publicidad, Inc's list of its 19 Largest
   Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
First Bank Puerto Rico                               $2,800,000
P.O. Box 9146
Santurce, PR 00908-0146

Jesus Latalladi                                        $952,329
Bienteveo 15 Montehiedra
San Juan, PR 00926

El Nuevo Dia (ROP)                                     $301,712
P.O. Box 9067512
San Juan, PR 00906-7512

El Nuevo Dia (Classificados)                           $219,523

Hostos Gallardo                                        $215,000

Inmobiliaria Cima S.E.                                 $176,458

Primera Hora                                           $132,993

Wells Fargo Corporate                                  $113,174

Rumbos-Comm. Integradas                                $100,000

El Vocero                                               $65,655

Tactical Media                                          $60,000

Viu Media                                               $52,500

WB Doner                                                $31,510

CBS Ourdoor                                             $30,278

Graphic Print and Design                                $20,884

Lamar Companies                                         $19,200

Adtime                                                  $16,667

Caribbean Business                                      $13,507

Plaza Las Americas, Inc.                                $12,945

B. Dieresis Public Relations, Inc's list of its 20 Largest
   Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
El Nuevo Dia                                            $15,834
P.O. Box 9067512
San Juan, PR 00906-7512

Colegio CPA de PR                                       $10,000
#239 Avenue
Arterial Hostos
Suite 1401
WDIF. Capital Center 1
San Juan, PR 00918-1477

Carbonell & Co., LLP                                     $5,263
P.O. Box 270010
San Juan, PR 00927-0010

Graphic Printing and Design                              $4,900

WKAQ-AM Univision Radio                                  $4,344

Jeszor Prints, Corp.                                     $4,344

Halls Executive Gift & Awards                            $3,048

WAPA Radio                                               $2,660

Exhibits Depot Inc.                                      $2,100

Interactive Marketing                                    $2,078

Almo Visual                                              $1,552

Carol Forsythe                                           $1,502

Joe Colon Studio                                         $1,305

La Perla Del Sur                                           $686

Anexo Group Inc.                                           $610

El Norte Urb. Industrial                                   $518

Salichs Pou and Associates                                 $439

Wilfredo Morales                                           $400

Instalaciones JBL                                          $339

Professional Graphics                                      $311


QUEBECOR WORLD: Lindenmeyr Objects to Reclamation Procedures
------------------------------------------------------------
Lindenmeyr Central and Lindenmeyr Book Publishing, divisions of
Central National-Gottesman Inc., ask the U.S. Bankruptcy Court for
the Southern District of New York to deny the proposed claims
treatment procedure of Quebcor World Inc. and its debtor-
affiliates.

Pursuant to Section 546(c) of the Bankruptcy Code, Lindenmeyr
submitted a reclamation demand to the Debtors demanding
reclamation of all goods received within 45 days prior to the
Petition Date.  Lindenmeyr's reclamation of demands is at an
aggregate price of $1,245,653.

Lindenmeyr echoes the contentions raised by other objecting
reclamation vendors.  Lindenmeyr asserts the proposed procedures
(i) deny a reclamation creditor's right to reclaim goods under
Section 546(c) of the Bankruptcy Code; (ii) prejudice a creditor
by precluding it from filing any motion until 120 days after the
Petition Date; and (iii) do not require that the Debtors comply
with Section 546(c) for reclamation demands that are subsequently
determined to be valid.

        Suppliers Balk at Proposed Reclamation Procedures

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Abitibi Consolidated Sales Corp., Abitibi-Consolidated US Funding
Corp., Bowater America Inc. and Bowater Inc.; Packaging
Corporation of America; Catalyst Pulp and Paper Sales Inc., and
Catalyst Paper (USA) Inc.; Rock-Tenn Company; Midland Paper
Company; and Day International Inc., in separate filings object to
the Debtors' proposed claims treatment procedures.

These Suppliers sold goods, specifically paper products and
printing chemicals, to the Debtors before and within the Petition
Date.  They sent the Debtors written demands for the return of
goods received by the Debtors within 45 days of their Reclamation
Demands.

                       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: Catalyst Pulp Replaces IPC as Committee Member
--------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
Catalyst Pulp & Paper Sales, Inc., as member of the Official
Committee of Unsecured Creditors.  Catalyst replaced International
Paper Company.

The Committee is now composed of:
  
   (1) Wilmington Trust Company
        Attn: Suzanne Macdonald
        520 Madison Avenue, 33d floor
        New York, NY 10022
        Tel: (212) 415-0500

   (2) Pension Benefit Guaranty Corp.
        Attn: Suzanne Kelly
        1200 K Street, NW
        Washington, DC 20005
        Tel: (212) 326-4070 x6367

   (3) The Bank of New York Mellon
        Attn: David M. Kerr
        101 Barclay Street - 8 West
        New York, NY 10286
        Tel: (212) 815-5650

   (4) MEGTEC Systems Inc.
        Attn: Gregory R. Linn
        830 Prosper Rd.
        De Pere, WI 54115
        Tel: (920) 337-1568

   (5) Abitibi Consolidated Sales Corp.
        Attn: Madeleine Fequiere
        1155 Metcalfe Street, Suite 800
        Montreal, Quebec
        H3B 5H2 CANADA
        Tel: (514) 394-3638

   (6) Cellmark Paper, Inc.
        Attn: Dominick J. Merole
        300 Atlantic Street
        Stamford, CT 06901
        Tel: (203) 251-9026

   (7) Catalyst Pulp & Paper Sales, Inc.
        Attn: Stacey Pickett
        2nd Floor, 3600 Lysander Lane
        Richmond, British Columbia
        V7B 1C3 CANADA
        Tel: (604) 247-4730

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About 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: Suspends Payment of Preferred Dividends
-------------------------------------------------------
Quebecor World Inc. suspended dividend payments on its Series 3
and Series 5 preferred shares, according to The Canadian Press.

The Canadian Press reports that with the payments put on hold,
Quebecor World will ask shareholders to approve a reduction of
stated capital at its annual meeting in May 2008, which would
allow it to resume paying dividends.

In a release, The Canadian Press quoted Quebecor World saying,
"While the company has the funds available to pay [the]
dividends, it has been advised by counsel that as a result of
recent developments, the company may be prevented from paying
dividends to holders of its preferred shares because it may not
satisfy the applicable capital adequacy test contained in the
Canada Business Corporations Act".  

                          *     *     *

Quebecor World said that Robert Coallier has resigned from the
company's board of directors due to personal reasons, according to
The Canadian Press.

                       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.


REAL MEX: S&P Junks Rating From B- on Possible Covenant Violations
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cypress, California-based Real Mex Restaurants Inc. to
'CCC+' from 'B-'.  The outlook is negative.  
      
"The downgrade reflects the distinct possibility that the company
will breach the financial covenant of its senior secured revolving
credit facility," said Standard & Poor's credit analyst Charles
Pinson-Rose.  It may also breach the financial covenant of its
senior unsecured credit facility.  He explained that the rating
action reflects the company's poor operating trends and the fact
that covenants of those loans become more restrictive in fiscal
2008.


REGAL ENTERTAINMENT: Moody's Keeps 'Ba3' Ratings on Notes Offering
------------------------------------------------------------------
Moody's Investors Service affirmed Regal Entertainment Group's Ba3
corporate family and Ba3 probability of default ratings, and the
other instrument ratings following the company's offering of new
$190 million 6.25% senior convertible notes due 2011.  The
proceeds of the new issue will be used to repurchase or repay the
company's existing 3 ĺ% convertible senior notes due May 2008 and
for general corporate purposes.  The outlook remains stable.

Regal Entertainment Group,

  -- Corporate Family Rating: Affirmed Ba3

  -- Probability of Default Rating: Affirmed Ba3

  -- 3 ĺ% Senior Unsecured Convertibles: Affirmed B2, (LGD 6, 95%)
     - Rating to be withdrawn upon completion of the
     repurchase or repayment of the entire issue

Regal Cinemas Corporation

  -- Senior Secured Bank Credit Facility: Affirmed Ba2, from
     (LGD3, 38%) to (LGD 3, 39%)

Regal's Ba3 corporate family rating reflects high leverage of
approximately 5.5 times debt-to-EBITDA (as per Moody's standard
adjustments, based on EBITDA for trailing twelve months ended
Dec. 31, 2007) and expectations that dividends will continue to
consume much of Regal's free cash flow.  

The rating also incorporates Moody's belief that the theater
industry is mature with low to negative growth potential, high
fixed costs and increasing competition from alternative media, and
that the company remains vulnerable to the studios' ability to
create product that will drive attendance.  However, as the
largest domestic operator Regal benefits from scale and geographic
diversity.  Good liquidity from internally generated cash flow,
balance sheet cash ($225 million pro-forma for the Consolidated
Theatres acquisition) and an undrawn revolver also supports the
rating.  Moody's expects the Consolidated Theatres acquisition,
which is expected to close in the second quarter of 2008, to
benefit Regal from a cash flow perspective while adding a high
quality asset base to the company's portfolio.  In addition, the
new convertible notes issue will help refinance the existing
$124 million convertible notes that are due May 2008 and push out
the maturity by three years.  Finally, Moody's considers Regal's
ownership in National CineMedia additive to its enterprise value.   
NCM remains outside the bank security package so lenders do not
have a direct claim on it, but Regal continues to derive some cash
flow from NCM.

Regal Entertainment Group is the parent company of Regal Cinemas
and its subsidiaries.  Regal operates the largest theater circuit
in the United States, consisting of 6,388 screens in 527 theaters
in 39 states and the District of Columbia.  The company maintains
its headquarters in Knoxville, Tennessee.  The company's revenues
for the year ended Dec. 31, 2007 were $2.7 billion.


SCOTTISH RE: Shift in Strategic Focus Prompts Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded the preferred stock debt
rating of Scottish Re Group Limited to Caa3 from B2, and the
insurance financial strength ratings of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance Company
Ltd. and Scottish Re, Inc., were lowered to Ba3 from Baa3.  The
ratings were left on review for possible further downgrade,
continuing a review that had been initiated on February 15th.

Moody's noted that the rating action follows a February 22nd
announcement by the company that it would alter its strategic
focus in response to business challenges it faces in writing new
business, partly as a result of market conditions and its
substantial exposure to subprime and Alt-A investments.  Going
forward, the company has indicated it will pursue dispositions of
certain non-core businesses, strategic alliances in North America,
and rationalize expenses to secure liquidity and capital as it
effectively runs off the existing business.

The rating agency commented that the company's significant
exposure to subprime and Alt-A investments could lead to
additional losses going forward.  According to Scott Robinson,
Moody's Vice President & Senior Credit Officer, "The magnitude of
the company's subprime and Alt-A exposure, especially to recent
year vintages, makes them susceptible to further losses,
especially in a severe downside scenario."

As of the end of the third quarter, Scottish Re had approximately
$3.0 billion of subprime ABS and Alt-A holdings, which represented
27% of its total investment portfolio.  Moody's notes that
although much of the subprime ABS and Alt-A exposure
($2.3 billion) resides in non-recourse securitization vehicles the
company has sponsored, impairments and unrecognized losses could
adversely impact the ability of the company's U.S. operating
subsidiary to receive regulatory reserve credit, hence reducing
its regulatory capital position.

According to Robinson, "Moody's review of the ratings will focus
on the company's capital and liquidity position as it adjusts to
its new strategy."  While the company has access to approximately
$275 million in a contingent capital facility, it does face a
number of significant challenges.  Robinson added,"the need for
capital in its regulated subsidiaries, as well as additional
impairments on its investments could all place additional pressure
on the company."

These ratings were downgraded and left on review for possible
further downgrade:

  -- Scottish Re Group Limited: Senior unsecured shelf to (P)Caa1
     from (P)Ba3; subordinate shelf to (P)Caa2 from (P)B1; junior
     subordinate shelf to (P)Caa2 from (P)B1; preferred stock to
     Caa3 from B2; and preferred stock shelf to (P)Caa3 from
     (P)B2;

  -- Scottish Holdings Statutory Trust II: preferred stock shelf
     to (P)Caa2 from (P)B1;

  -- Scottish Holdings Statutory Trust III: preferred stock shelf
     of to (P)Caa2 from (P)B1;

  -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.: IFS
     rating to Ba3 from Baa3

  -- Premium Asset Trust Series 2004-4: senior secured debt to Ba3
     from Baa3

  -- Scottish Re (U.S.), Inc.: IFS rating to Ba3 from Baa3

  -- Stingray Pass-Through Certificates: to Ba3 from Baa3 (based
     on IFS rating of SALIC)

On Feb. 15, 2008, Moody's placed the ratings of Scottish Re Group
Limited on review for downgrade.  The review was driven primarily
by adverse experience on the company's substantial exposure to
subprime and Alt-A investments.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda.  On Sept. 30,
2007, Scottish Re reported total assets of $13.4 billion and
shareholder's equity of $869 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SMITH HOTEL: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Smith Hotel Properties LLC
        P.O. Box 752
        Goldsboro, NC 27533

Bankruptcy Case No.: 08-01618

Type of Business: single asset real estate

Chapter 11 Petition Date: March 7, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  efile@stubbsperdue.com

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

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

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Choice Hotels Int'l                                $42,000
Attn: Manager or Agent
10750 Columbia Pike
Silver Spring, MD 20901

William E. Thornton                                $5,000
4537 Middlesex Road
Wilmington, NC 28405

Guest Supply                                       $4,100
Attn: Manager or Agent
P.O. Box 902
Monmouth Junction, NJ 08852

Pitt Supply                                        $4,000


SOUTHERN UNION: Elects Michal Barzuza to Board of Directors
-----------------------------------------------------------
Southern Union Company elected Michal Barzuza, 36, to the
company's board of directors, effective March 1, 2008.  
Ms. Barzuza fills a newly-created director position, bringing the
total number of directors to 10.

Ms. Barzuza is an associate professor of law at the University of
Virginia School of Law, where she has offered courses in corporate
governance, corporate law policy and corporations.  Prior to
joining the University of Virginia in 2005, Ms. Barzuza was the
John M. Olin Research Fellow in Law & Economics at the Harvard Law
School, Olin Center for Law, Economics and Business.

Ms. Barzuza received her LL.M and S.J.D. from Harvard Law School
in Cambridge, Mass., in 1999 and 2004.  She resides in
Charlottesville, Virginia.

                       About Southern Union

Headquartered in Houston, Texas, Southern Union Co. (NYSE: SUG) --
http://www.southernunionco.com/-- is a diversified natural gas   
company, engaged primarily in the transportation, storage,
gathering, processing and distribution of natural gas.  The
company owns and operates one of the nation's largest natural gas
pipeline systems with approximately 20,000 miles of gathering and
transportation pipelines and North America's largest liquefied
natural gas import terminal.

                           *     *     *

Southern Union Co. continues to carry Moody's Investors Service'a
'Ba1' Jr. subordinated debt, which was placed in October 2006.  
The rating still holds to date with a negative outlook.


STONECAST WALLS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stonecast Walls, LLC
        Post Mail Box 610
        2036 North Gilbert Road, Suite 2
        Mesa, AZ 85203

Bankruptcy Case No.: 08-02473

Type of Business: The Debtor manufacture concrete stone cast
                  walls.  See http://www.stonecastwalls.com/

Chapter 11 Petition Date: March 11, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: J. Kent Mackinlay, Esq.
                    (kmackinlay@qwest.net)
                  Warnock, Mackinlay & Associates, PLLC
                  1019 South Stapley Drive
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175

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.


SUMMIT GLOBAL: May Hire Holland as Independent Board's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Summit Global Logistics, Inc., and its debtor-
affiliates to employ Holland Knight LLP, effective on their
bankruptcy filing, as counsel to the independent board members of
the Debtors.

The Debtors informed the Court that the independent board members
require separate counsel, in part, because of the sale of
substantially all of their assets to TriDec Acquisition Co., Inc,
which will be owned by members of the Debtors' management team.

The Debtors propose to pay the firm for its services in accordance
with its hourly rates.  The Debtors are committed to minimizing
duplication of services to reduce professional costs, said Robert
A. Agresti, Esq., president of Summit Global.  Holland is prepared
to work closely with the Debtors' other professionals to ensure
that there is no unnecessary duplication of effort and cost, Mr.
Agresti added.

Holland does not hold or represent any interest adverse to the
Debtors or their estates, Mr. Agresti attested.

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
Debtors are seeking to sell their business to TriDec for about
$56.5 million in cash plus the assumption of certain liabilities
owing to the pre-bankruptcy secured lender.

According to the asset purchase agreement, Fortress Credit Corp.
will provide financing for the acquisition.

A hearing to approve the sale has been scheduled for March 18,
2008, at 2:00 p.m. eastern time.

                       About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.

The Company and its 17 affiliates filed for Chapter 11 protection
on January 30, 2008 (Bankr. N.J. Case No. 08-11566).  Kenneth
Rosen, Esq., at Lowenstein Sandler, P.C., represents the Debtors
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between $50
million and $100 million and debts between $100 million and $500
million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUMMIT GLOBAL: Wants to Hire Gordian as Investment Bankers
----------------------------------------------------------
Summit Global Logistics, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ Gordian Group, LLC, as their investment bankers
and financial advisors.

Gordian will provide assistance with respect to (1) recapitalizing
or restructuring of the Debtors; (2) refinancing the Debtors'
indebtedness; or (3) selling the Debtors' stock or other assets
through a sale, merger, joint venture or other similar
transaction.

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
Debtors are seeking to sell their business to TriDec Acquisition
Co. for about $56.5 million in cash plus the assumption of certain
liabilities owing to the pre-bankruptcy secured lender.

According to the asset purchase agreement, Fortress Credit Corp.
will provide financing for the acquisition.

A hearing to approve the sale has been scheduled for March 18,
2008, at 2:00 p.m. eastern time.

The Debtors will pay Gordian a $75,000 monthly advisory fee and
reimburse the firm's expenses.

If, during the firm's engagement or within the 12 months of the
termination of the firm's engagement, the Debtors are able to
consummate a transaction, Gordian is entitled to receive a fee
equal to 1% of the aggregate consideration payable in connection
with the transaction.

Gordian is familiar with the Debtors' business.  The firm was
initially retained in November 2007 and, to date, has received
$228,545 in funds pursuant to the parties' engagement letter.  
Gordian also received $75,000 in fees in the last 12 months
pursuant to the terms of a prior engagement that is unrelated to
Gordian's current engagement.

Gordian is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Debtors' estates, said
Robert A. Agresti, Esq., president of Summit Global.

                       About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.

The Company and its 17 affiliates filed for Chapter 11 protection
on January 30, 2008 (Bankr. N.J. Case No. 08-11566).  Kenneth
Rosen, Esq., at Lowenstein Sandler, P.C., represents the Debtors
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this cases.  When the Debtor filed
for protection against their creditors, it list assets between $50
million and $100 million and debts between $100 million and $500
million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


TERISA SYSTEMS: Bankruptcy Follows Pact on $2 Mil. Add'l Capital
----------------------------------------------------------------
Terisa Systems Inc., Spyrus Inc., and Blue Money Software Inc.
sought protection under chapter 11 with the U.S. Bankruptcy Court
for the District of Delaware on Monday, AP reports.

The bankruptcy was filed after the Debtors reached an agreement
that allow them to obtain $2 million additional capital through a
stock offering, AP relates.

According to the report, the Debtors listed assets and debts at
$12 million each.

In AP's report, DLA Piper serves as the Debtors' counsel, while
court documents say that Bayard PA is their counsel.

San Jose, California-based Terisa Systems Inc. and its debtor-
affiliates, Spyrus Inc. and Blue Money Software Inc., --
http://www.spyrus.com/-- make computer security software.   
Spyrus, founded in 1992, bought Terisa Systems in 1997.  The
Debtors filed for chapter 11 bankruptcy on March 10, 2008 (Bankr.
D. Del. Case No. 08-10462 through 08-10464).  Neil B. Glassman,
Esq., at Bayard PA represents the Debtors in their restructuring
efforts.


TERISA SYSTEMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Terisa Systems, Inc.
             1860 Hartog Drive
             San Jose, CA 95131

Bankruptcy Case No.: 08-10462

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        SPYRUS, Inc.                               08-10463
        Blue Money Software, Inc.                  08-10464

Type of Business: The Debtors make computer security software.  
                  See http://www.spyrus.com

Chapter 11 Petition Date: March 10, 2008

Court: District of Delaware (Delaware)

Debtors' Counsel: Neil B. Glassman, Esq.
                     (bankserve@bayardlaw.com)
                  Bayard, P.A.
                  222 Delaware Avenue, Suite 900
                  Wilmington, DE 19801
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395
                  http://www.bayardlaw.com/

                           Estimated Assets        Estimated Debts
                           ----------------        ---------------
Terisa Systems, Inc.              Less than              Less than
                                    $50,000                $50,000

SPYRUS, Inc.                  $1 million to          $1 million to
                               $100 million           $100 million

Blue Money Software, Inc.         Less than              Less than
                                    $50,000                $50,000

The Debtors did not file lists of their largest unsecured
creditors.


THORNBURG MORTGAGE: Fitch Slashes Note Rating to C from F1+
-----------------------------------------------------------
Fitch Ratings has downgraded the extended notes of Thornburg
Mortgage Capital Resources, LLC to 'C' from 'F1+', with the notes
remaining on Rating Watch Negative.  All outstanding floating-rate
notes (FRNs [$300 million]) in the program have extended for 30
business days with a final maturity of April 14, 2008.  The
program documents allow for a one-time extension to the maturity
of outstanding notes at the option of the manager in the event
that additional notes cannot be issued.  Since June 1, 2007 the
outstanding liabilities of the program have declined from
$9.2 billion to the current $300 million level.

While TMCR is currently in compliance with its program tests, the
downgrade reflects Fitch's concerns regarding continued declines
in the market value of the collateral supporting the program,
continued deterioration in the liquidity of the mortgage-backed
securities market, the reduced availability of repo financing, and
the potential for additional liquidations of similar collateral by
other market participants.  Consequently, there exists a high
likelihood of loss to the noteholders unless capital market
conditions improve prior to liquidation.

The assets supporting TMCR are 'AAA' rated residential mortgage-
backed securities backed by hybrid adjustable-rate mortgages.


UNIVISION COMMS: Fitch Publishes Review on Recovery Ratings
-----------------------------------------------------------
Fitch Ratings has published a review of its Recovery Ratings
methodology and updated analysis for rated issuers in the United
States media and entertainment space.  Recovery Ratings are a
relative indicator of recovery that bondholders would receive in
the event of default.  Recovery Ratings are applied to issuers
with an Issuer Default Rating of 'B+' and below.

Fitch's U.S. media and entertainment Recovery Ratings view
covered approximately US$41.3 billion of debt across six
companies and 13 issuing entities.  The companies analyzed in
the report are:

    -- AMC Entertainment ('B,' Stable Outlook),

    -- Marquee Holdings ('B,' Stable Outlook),

    -- Regal Entertainment Group and Regal Cinemas Corporation
       ('B+,' Stable Outlook),

    -- Dex Media, Inc. ('B+,' Stable Outlook),

    -- Six Flags, Inc. and Six Flags Theme Parks, Inc.
       ('B-,' Negative Outlook),

    -- Tribune Co. ('B-,' Negative Outlook), and

    -- Univision Communication, Inc. ('B,' Stable Outlook).

Headquartered in Los Angeles, Calif., Univision Communications
Inc., (NYSE: UVN) -- http://www.univision.net/-- owns and
operates more than 60 television stations in the U.S. and Puerto
Rico offering a variety of news, sports, and entertainment
programming.  The company had about US$2.6 billion in debts at
Dec. 31, 2006.


VALERO ENERGY: U.S. Economic Slowdown Spurs Refineries Sale Plans
-----------------------------------------------------------------
Due to the effects of U.S. economic woes, Valero Energy Corp. is
assessing options to divest a third of its refineries in North
America, Bernie Woodall and Rebekah Kebede of Reuters report.

Petroleo Brasileiro SA, Petroplus Holdings AG, and Delek U.S.
Holdings are said to be three of the prospective buyers competing
for plants in Aruba, Mephis, Tennessee, and Krotz Springs,
Louisiana, Jessica Resnick-Ault of Dow Jones Newswires quotes
unnamed sources familiar with the matter.

Reuters relates that Mr. Klesse also mentioned that several of
Valero's refineries are running at reduced production rate because
of the impact of the U.S. economic slowdown on crude prices.

Mr. Klesse says that the top U.S. refiner is eyeing opportunities
in the Middle East and in Asia but nothing is imminent, according
to Reuters.

Headquartered in San Antonio, Texas, Valero Energy Corporation --
http://www.valero.com/-- is North America's largest independent  
refining and marketing company, currently owning 16 oil refineries
with nameplate crude oil distillation capacity of 2.6 barrels per
day and, including intermediate feedstock, 3.1 million bpd.  VLO
has one of the largest deep conversion capacities in North
America. Its current portfolio of refineries displays a somewhat
above average Nelson Complexity Index of 11.1. Valero Energy
Corporation is evaluating strategic alternatives for one to three
refineries and each of the potential pro-forma scenarios would
increase its current Nelson index.  The pending major capital
spending programs would further increase Valero Energy Corporation
value adding capacity and complexity downstream from crude oil
distillation.

                     *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Moody's Investors Service placed Valero Energy Corporation's
ratings on review for upgrade.  The outlook had been positive.

Moody's Investor's Service assigned a 'Ba1' rating for Valero
Energy Corp.'s subordinated debt and a 'Ba2' rating on its
preferred stock on Feb. 8, 2008. These ratings still hold up to
date, subject to the conclusion of Moody's rating review for
possible upgrade.


WHITE MOUNTAINS: Signs Exchange Agreement with Berkshire Hathaway
-----------------------------------------------------------------
White Mountains Insurance Group Ltd. entered into an exchange
agreement on March 8, 2008, with Berkshire Hathaway Inc. to
transfer certain runoff businesses and a substantial amount of
cash to Berkshire Hathaway in exchange for substantially all of
the common shares of White Mountains owned by Berkshire Hathaway.

A full copy of the exchange agreement between Berkshire Hathaway
Inc., General Reinsurance Corporation, White Mountains Insurance
Group Ltd. and Railsplitter Holdings Corporation is available for
free at http://ResearchArchives.com/t/s?2900

A full copy of the tax matters agreement between the companies is
available for free http://ResearchArchives.com/t/s?2901

Under the terms of the agreement, Berkshire Hathaway would
exchange all or substantially all of its 16.3% stake in White
Mountains (1,724,200 common shares) for 100% of a White Mountains
subsidiary, which will hold Commercial Casualty Insurance Company,
International American Group Inc. and $751 million in cash,
subject to adjustment.

As of Dec. 31, 2007, CCIC and IAG had combined gross assets of
approximately $435 million and adjusted shareholder's equity of
$58 million.  Following the consummation of the transaction,
expected during the third quarter of 2008, the outstanding common
shares of White Mountains would be reduced to approximately
8.8 million shares.

"This agreement allows White Mountains to exit runoff businesses
with potentially volatile reserves, to significantly reduce
undeployed capital and to redeem one-sixth of the company's shares
at a small premium to GAAP book value.  This transaction creates
substantial value for White Mountains and our remaining
shareholders," said Ray Barrette, CEO of White Mountains.

"Warren Buffett and Berkshire Hathaway were key to the financing
of our acquisition of CGU/OneBeacon in 2001, and all shareholders
benefited handsomely from the relationship.  White Mountains is
now a larger, more diversified business, competing actively in
many areas with Berkshire Hathaway.  This is a graceful, value-
enhancing way to go our separate ways."

The aggregate exchange value of $836 million, or $485 per share,
is based on the closing price of White Mountains' common shares on
the New York Stock Exchange on the date on which senior management
of the parties tentatively accepted the concept of the
transaction, subject to final negotiation of the value of the
exchanged subsidiaries, completion of mutually acceptable
definitive documents and approval by White Mountains' board of
directors.

White Mountains and Berkshire Hathaway have structured the
transaction in a manner intended to comply with Section 355 of the
Internal Revenue Code.  Accordingly, neither White Mountains nor
Berkshire Hathaway expects to realize a taxable gain as a result
of the exchange.  The number of White Mountains common shares to
be exchanged and the amount of cash to be included are subject to
tax related adjustment.

The transaction is subject to customary closing conditions,
including, among other things, regulatory approvals and the
receipt of a ruling from the Internal Revenue Service.

The transaction has been unanimously approved by the board of
directors of White Mountains.  Although Berkshire Hathaway has
been an important investor in White Mountains since 2001, it has
never had representation on the board of directors.

                   About Berkshire Hathaway

Omaha, Nebraska-based Berkshire Hathaway Inc. (NYSE: BRK.A/B) --
http://www.berkshirehathaway.com/-- is a holding company owning  
subsidiaries engaged in a number of diverse business activities.
The most important of these are insurance businesses conducted on
both a primary basis and a reinsurance basis. Berkshire also owns
and operates a large number of other businesses engaged in a
variety of activities, as identified herein. Berkshires operating
businesses are managed on an unusually decentralized basis.

                      About White Mountains

White Mountains Insurance Group Ltd. (NYSE and Bermuda Stock
Exchange: WTM) -- http://www.whitemountains.com/-- is a Bermuda-
domiciled financial services holding company.


WHITE MOUNTAINS: A.M. Best Ratings Unchanged After Berkshire Deal
-----------------------------------------------------------------
A.M. Best Co. commented that the financial strength and issuer
credit ratings of White Mountains Insurance Group, Ltd. and its
principal operating units are unchanged following the recently
announced exchange agreement with Berkshire Hathaway Inc.

As reported in the Troubled Company Reporter on Feb. 25, 2008,
A.M. Best affirmed its 'bb' rating on 250 million non-cumulative
perpetual preference shares of White Mountains.  The outlook for
all ratings is stable.

Under the terms of the agreement, Berkshire will exchange all or
substantially all of its approximate 16% stake in White Mountains
(1,724,200 common shares, subject to adjustment) for 100% of a
White Mountains' subsidiary, whose holdings will consist solely of
Commercial Casualty Insurance Company, International American
Group, Inc. and $751 million in cash, subject to adjustment.  The
aggregate exchange value is $485 per White Mountains' share held
by Berkshire or $836 million if all shares are exchanged.  IAG
includes two run-off subsidiaries, American Centennial Insurance
Company and British Insurance Co. of Cayman.

A.M. Best has also placed the Financial Strength Rating of B-
(Fair) and Issuer Credit Rating of "bb-" of CCIC under review with
positive implications.  These rating actions are in conjunction
with the inclusion of CCIC in its recently announced exchange
agreement with Berkshire.

Pro-forma for the exchange, debt leverage and risk-adjusted
capitalization of White Mountains' subsidiaries are expected to
remain in line with their current FSR and ICRs.  Similarly, White
Mountains' consolidated debt leverage and interest coverage ratios
are expected to continue to support its current ICR.

The transaction is expected to close during the summer of 2008.


WILLIAM FRANKLIN: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: William Douglas Franklin
         Renee Neighbors Franklin
         2119 Hidden Harbor Drive
         New Bern, NC 28562

Bankruptcy Case No.: 08-01582-8

Chapter 11 Petition Date: March 7, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  efile@stubbsperdue.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of their 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ford Motor Credit                2004 Lincoln           $17,000
Attn: Manager or Agent           Navigator, VIN
Box 220564
Pittsburgh, PA 15257-2564

Capital One                                             $12,143
Attn: Manager or Agent
P.O. box 70884
Charlotte, NC 28272-0884

Town of Scotland                                        $10,926
Attn: Managing Agent
P.O. Box 122
Scotland, CT 06264

Edmond McGovern                                          $6,200

Hidden Harbor POA, Inc.          2119 Hidden Harbor      $4,958
                                 Drive and 2203
                                 Hidden Harbor Drive,
                                 New Bern, NC

WaMu                                                     $2,443

Equity One                                               $1,800

Shell Processing Center                                  $1,212

Dell Financial Services                                  $1,210

Good Year                                                $1,020

Sears                                                      $994

Overhead Door Co of NB                                     $985

GE Money Bank                                              $485

Coastal Carolina Health                                    $396

Craven Reg. Medical Center                                 $276


WILLOW PARK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Willow Park Convalescent Home
             18810 Harvard
             Cleveland, OH 44122

Bankruptcy Case No.: 08-11458

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
AMDD, Inc. dba Austinburg Nursing &            08-40552
      Rehabilitation Center
Blossom Nursing & Rehabilitation Center, Inc.  08-40551
Darlington Nursing & Rehabilitation Center Ltd 08-30921

Type of Business: The Debtors are non-medical health care
                  institutions.

Chapter 11 Petition Date: March 4, 2008

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

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

Willow Park Convalescent Home's financial condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A. Willow Park Convalescent Home's list of its 20 Largest
   Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ohio Department of Job and       Medicaid              $790,970
Family Services
Long Term Care
30 East Broad Street
Columbus, OH 73215-3414

Dominion East Ohio               Utility                $66,588
P.O. Box 26785
Richmond, VA 23261-6785

McKesson Medical Surgical        Medical Supplies       $41,749
8121 10th Avenue N
Golden Valley, MN 55427

Attlee Health Resources                                 $19,990

AT&T Phone                       Telephone Services     $16,116

Illuminating Company             utility                $14,555

Dr. Hari Balajif                 Medical Director       $10,000

Health One Pharmacy              Pharmacy Services       $9,103

Primus Medical, LLC              Medical Supplies        $8,925

Hill-Rom                                                 $7,931

Resident's Choice                X-Ray                   $5,913

At&T Yellow Pages                Advertisement           $4,828

Damon                            Soap Supplies           $4,765

Ohio Health Care Association     Membership Dues         $4,556

ComDoc, Inc.                     Copier lease/           $4,290
                                 meter services

Schneider Co Air Conditioning    Maintenance Services    $4,078
Contractors

XO Communications                Telephone Service       $2,986

Stericycle                       Medical Waste Disposal  $2,352

Ball Chemical                    Soap Products           $2,121

Secure Care                      Alarm Services          $1,962

B. AMDD, Inc's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ohio Department of Job and       Medicaid              $536,199
Family Services
Long Term Care
30 East Broad Street
Columbus, OH 73215-3414

McKesson Medical Surgical        Medical Supplies       $39,457
8121 10th Avenue n
Golden Valley, MN 55427

Health One Pharmacy              Pharmacy Services      $22,290
34099 Melinz Parkway, Suite G
Fastlake, OH 44095

Dominion East Ohio               Utility                $21,561

Austin Respiratory               Oxygen Supplies        $21,554

Madison Medical Campus                                  $17,122

UHHS Geneva                                             $14,572

Ashtabula County Environmental   Water/Sewer            $10,292
Services

Illuminating Company             Utility                 $9,457

Hill-Rom                                                 $8,422

Ashtabula County Medical Center                          $7,230

Attlee Health Resources                                  $7,229

Primus Medical LLC                                       $5,121

Berko Psychological Associates   Psychological           $4,700
Inc.                             Services

Lake Hospital Systems. Inc.                              $4,290

Kelly E. Drushel                                         $4,150

Broadfield Services                                      $3,630

Dr. C. Kim                                               $3,600

Primary Health Care Practices                            $3,300

Ohio Health Care Associiation    Membership Dues         $3,030

C. Blossom Nursing & Rehabilitation Center, Inc.'s list of its 20
   Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ohio Department of Job and       Medicaid              $278,240
Family Services
Long Term Care
30 East Broad Street
Columbus, OH 73215-3414

McKesson Medical Surgical        Medical Supplies       $19,061
8121 10th Avenue N
Golden Valley, MN 55427

Salem Community Hospital         Medical Services       $14,632
1995 East State Street
Salem, OH 44460

Ohio Edison                      Utility Services        $8,440

Gold Cross - Salem               Ambulance Services      $6,917

Beacon Skilled Pharmacy          Pharmacy Services       $4,995

Austin Respiratory               Oxygen Supplies         $4,653

Robert Lowry                     Resident Refund         $4,308

Salem Utilities                  Utility Services        $3,259

Damon                            Soap Products           $3,167

AT&T Yellow Pages                Advertisement           $3,121

Primus Medical                   Medical Supplies        $2,598

Ohio Health Care Association    Association Dues         $2,180

Firestone Health Care           Medical Director Fees    $2,000

Columbia Gas                    Utility Services         $1,953

AT&T                            Phone Services           $1,815

Stericycle Inc.                 Medical Waste Disposal   $1,808

The Heart Center of NE Ohio     Medical Services         $1,577

Alzheimer's Association         Donation                 $1,500

Cleveland Time Clock            Software Agreement       $1,441

D. Darlington Nursing & Rehabilitation Center Ltd.'s list of its
   20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ohio Department of Job and       Medicaid              $425,021
Family Services
Long Term Care
30 East Broad Street
Columbus, OH 73215-3414

McKesson Medical Surgical        Medical Supplies       $38,300
8121 10th Avenue N
Golden Valley, MN 55427

Toledo Edison                    Utility                $10,532
P.O. Box 3613
Akron, OH 44309-3613

Secure Care Systems              Alarm Services          $7,819

Dr. Jack Siebenaler, MD          Physician Services      $7,000

MedCorp                          Ambulance Services      $6,059

North Coast Clinical Lab         Lab Services            $4,713

Primus Medical                   Medical Supplies        $4,656

Austin Respiratory               Oxygen Supplies         $4,466

Damon                            Soap Supplies           $3,830

Kelly Drushel                    Legal Services          $3,000

Adva Care Systems                Specialty Beds          $3,105

Ohio Health Care Association     Membership Dues         $2,725

Clear Channel                    Advertisement           $2,720

The Pharmacy Counter             Pharmacy Services       $2,473

The Wichman Co                                           $2,340

Klosterman                       Food Services           $2,018

Simplex Grinnel                  Fire System             $1,798

TFH (USA) Ltd                                            $1,791

MedQuest Evaluators                                      $1,675


ZIFF DAVIS: Seeks Authority to Hire Winston & Strawn as Counsel
---------------------------------------------------------------
Ziff Davis Media, Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern of District of New
York to employ Winston & Strawn LLP as their attorneys, nunc pro
tunc to their bankruptcy filing.

Winston & Strawn will act as the Debtors' counsel for insolvency
and related matters, and will render legal services relating to
the day-to-day administration of the Chapter 11 cases.

Pursuant to an engagement agreement entered into by the Debtors
and Winston & Strawn, dated February 4, 2008, the Debtors hired
the firm to provide legal advice in connection with their efforts
to resolve their financial difficulties, including advice related
to the filing of the Chapter 11 cases.

Mark D. Moyer, chief restructuring officer of Ziff Davis Media
Inc., relates that the Debtors selected Winston & Strawn because
the firm's attorneys have extensive experience, knowledge and
resources in the area of debtors' and creditors' rights, and in
addition to a national bankruptcy practice, have extensive
experience with the bankruptcy courts in various jurisdictions.  
Furthermore, Winston & Strawn has become familiar with the
complex factual and legal issues that will have to be addressed
in these cases as a result of its prepetition representation of
the Debtors.

As the Debtors' counsel for insolvency and related matters,
Winston & Strawn will:

   * advise the Debtors of their powers and duties as debtors-in-
     possession, as well as matter regarding bankruptcy law;

   * represent the Debtors in proceedings and hearings in the
     United States District and Bankruptcy Courts for the
     Southern District of New York;

   * prepare on behalf of the Debtors any necessary motions,
     applications, orders and other legal papers;

   * provide assistance, advice and representation concerning any
     potential sale of the Debtors as a going concern or the sale
     of substantially all or a significant portion of the
     Debtors' assets;

   * provide assistance, advice and representation concerning the
     confirmation of any proposed plans and solicitation of any
     acceptances or responding to rejections of the plans;

   * provide assistance, advice and representation concerning any
     investigation of the assets, liabilities and financial
     condition of the Debtors that may be required under local,
     state or federal law;

   * prosecute and defend litigation matters and other matters
     that might arise during the Chapter 11 cases;

   * provide counseling and representation with respect to
     assumption or rejection of executory contracts and leases,
     sales of assets and other bankruptcy-related matters arising
     from the Chapter 11 cases;

   * render advice with respect to general corporate and
     litigation issues relating to these cases; and

   * perform other legal services as may be necessary and
     appropriate for the efficient and economical administration
     of the Chapter 11 cases.

In exchange for the contemplated services, the Debtors will
pay Winston & Strawn based on the firm's applicable hourly rates:
        
        Professional                     Hourly Rate
        ------------                     -----------
        Partner                         $405 to $975
        Associate                       $270 to $590
        Paralegal/Legal Assistant       $135 to $285

Four professionals are presently expected to have primary
responsibility for providing services to the Debtors:

     1. Mark K. Thomas
     2. Carey D. Schreiber
     3. Daniel J. McGuire
     4. Mindy D. Cohn.

Pursuant to the parties' prepetition engagement agreement,
Winston & Strawn received advance fee payments totaling $700,000
in connection with its representation of the Debtors prior to the
Petition Date, including, without limitation, preparation of the
Chapter 11 cases and other matters.

Mark K. Thomas, a partner of Winston & Strawn, assures the Court
that his firm is a "disinterested person," as the term is defined
in Section 101(14) of the Bankruptcy Code.

                   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)

                   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)


* Moody's Discusses Outlook on 2008 Trust Preferred Securities
--------------------------------------------------------------
The outlook for U.S. bank and insurance Trust Preferred Securities
is stable to negative in 2008, while it is stable for bank and
insurance TRUPS collateralized debt obligations, says Moody's
Investors Service in its annual sector review and outlook report
on TRUPS CDOs.

"U.S. bank and insurance TRUPS have been a stable asset class
since bank TRUPS were introduced in 2000 and insurance TRUPS in
2003," says the report's lead author James Brennan, a Moody's Vice
President/Senior Analyst.  "Although most of the bank and
insurance issuers in TRUPS CDOs have minimal exposure to subprime
residential mortgages, slowing economic conditions in the US and
the threat of a possible recession may cause an increase in the
number of bank and insurance deferrals, but due to structural
features in TRUPS CDOs, ratings in 2008 should be stable."

The outlook for REIT TRUPS and REIT TRUPS CDOs is negative.

Moody's says that problems among REIT TRUPS CDOs have been largely
limited to the mortgage REIT and homebuilder areas.  The liquidity
and other credit issues that emerged after mid year are likely to
continue through 2008.  Some TRUPS CDO portfolios holding REIT
obligations have been directly affected by the subprime crisis.

Moody's is finalizing rating actions on 11 REIT TRUPS CDOs that
are on review for possible downgrade.

Through June 2007, REIT collateral made up an increasing share of
the collateral in TRUP CDOS.  This trend has stopped.

In all, Moody's expects the pace of TRUPS CDO issuance in 2008 to
lag that of recent years.  Not only have overall market conditions
declined, says Moody's, but a sharp widening in credit spreads has
dampened the incentive to refinance older TRUPS, while few banks
are currently looking to finance acquisitions, which have
historically been in part financed with TRUPS.

In 2007, Moody's rated 15 TRUPS CDO deals totaling approximately
$8.74 billion.  In 2006, a record year, Moody's rated 22 deals
totaling approximately $15.77 billion.


* Moody's Includes Alt-A Sector in RMBS Transactions Review
-----------------------------------------------------------
Moody's Investors Service is currently reviewing deals in the Alt-
A RMBS sector as part of its on-going residential mortgage-backed
securities surveillance process.  Moody's began releasing rating
actions from this review yesterday, starting with ratings actions
on the Bear Stearns Alt-A shelf.

According to Amy Tobey, Vice President of Moody's RMBS
Surveillance Group, "The actions are part of a wider review of all
RMBS transactions, in light of the deteriorating housing market
and rising delinquencies and foreclosures.  Moody's will continue
to announce results of reviews on an on-going basis over the
coming two to three months."

Many Alt-A pools originated from late 2005 through 2007 are
exhibiting higher than expected rates of delinquency, foreclosure,
and REO.  However, Alt-A spans a wide spectrum of credit quality
and performance, ranging from near-prime, to near-subprime at the
lower end of the credit spectrum.  Deals within the Alt-A sector
exhibit significant variation in performance, and rating
adjustments will vary based on current ratings, level of credit
enhancement, deal-specific historical performance, quarter of
origination, collateral characteristics and other qualitative
factors.


* S&P Slashes Ratings on 14 Tranches From Four Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
tranches from four U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 10 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its rating on one 'AAA' rated tranche and removed it from
CreditWatch negative.
     
The downgraded tranches have a total issuance amount of
$390.95 million.  Two of the four transactions are mezzanine
structured finance CDOs of asset-backed securities, which are CDOs
of ABS collateralized in large part by mezzanine tranches of
residential mortgage-backed securities and other SF securities.   
The other two transactions are CDO of CDO transactions that were
collateralized at origination primarily by notes from
other CDOs, as well as by tranches from RMBS and other SF
transactions.
     
This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,413 tranches from 576 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, 1,084 ratings from 263 transactions are
currently on CreditWatch negative for the same reasons.  In all,  
S&P has downgraded $198.380 billion of CDO issuance.  
Additionally, S&P's ratings on $155.877 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
Class V Funding II Ltd        A-1         AAA       AAA/Watch Neg
Class V Funding II Ltd        A-2A        B         AAA/Watch Neg  
Class V Funding II Ltd        A-2B        B         AAA/Watch Neg   
Class V Funding II Ltd        B           CCC-      AA/Watch Neg
Class V Funding II Ltd        C           CC        AA-/Watch Neg   
Class V Funding II Ltd        D           CC        BBB/Watch Neg  
Stockbridge CDO Ltd           A-2         AA+       AAA  
Stockbridge CDO Ltd           A-3         A+        AA/Watch Neg   
Stockbridge CDO Ltd           B           BBB+      A-/Watch Neg
TABS 2005-2 Oakville Ltd      B           BBB-      AA  
TABS 2005-2 Oakville Ltd      C           BB        A  
TABS 2005-2 Oakville Ltd      D           CCC       BBB/Watch Neg  
TIAA Structured Finance
CDO II Ltd                    B           BBB       A  
TIAA Structured Finance
CDO II Ltd                    C-1         CC        B-/Watch Neg
TIAA Structured Finance
CDO II Ltd                    C-2         CC        B-/Watch Neg

                    Other Outstanding Ratings

    Transaction                             Class       Rating
    -----------                             -----       ------
    Stockbridge CDO Ltd                     A-1         AAA
    TABS 2005-2 Oakville Limited            A-1         AAA
    TABS 2005-2 Oakville Limited            A-2         AAA
    TIAA Structured Finance CDO II, Ltd.    A-1         AAA
    TIAA Structured Finance CDO II, Ltd.    A-2         AAA


* S&P Places 76 Ratings From 10 REIT CDO Deals on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 76
tranches from 10 trust preferred REIT collateralized debt
obligation transactions on CreditWatch with negative
implications.  The affected tranches have a total issuance amount
of $3.896 billion.  All of the transactions are collateralized in
part by subordinated debt issued by mortgage real estate
investment trusts.  Eight of the 10 CDO transactions with ratings
placed on CreditWatch negative were previously downgraded in
September 2007.

The current CreditWatch placements primarily reflect the weakening
credit quality of the mortgage REIT debt held within the
collateral pools backing these CDO transactions.  Because of
conditions in the mortgage markets, many mortgage originators and
purchasers, including REITs, have faced challenges in obtaining
funding to finance their ongoing operations.

Standard & Poor's rates 93 outstanding U.S. trust preferred CDO
transactions, including transactions collateralized in large part
by:

  -- Bank trust preferred securities issued by small to midsize
     bank holding companies (71 U.S. CDO transactions);

  -- Insurance trust preferred securities issued by small to
     midsize insurance companies (eight U.S. CDO transactions);
     and

  -- REIT trust preferred securities issued by equity or mortgage
     REITs (14 U.S. CDO transactions).

This CreditWatch placements affect 10 of the 14 outstanding trust
preferred REIT CDO transactions.  S&P expects to resolve the
CreditWatch placements on the ratings listed below within the next
several weeks.

              Ratings Placed on CreditWatch Negative

                                                Rating
                                                ------
   Transaction               Class        To              From
   -----------               -----        --              ----
Attentus CDO I Ltd           B            AA/Watch Neg    AA
Attentus CDO II Ltd          A-3A         AAA/Watch Neg   AAA
Attentus CDO II Ltd          A-3B         AAA/Watch Neg   AAA
Attentus CDO II Ltd          B            AA/Watch Neg    AA
Attentus CDO II Ltd          C            A-/Watch Neg    A-
Attentus CDO II Ltd          D            BBB-/Watch Neg  BBB-
Attentus CDO II Ltd          E-1          BB-/Watch Neg   BB-
Attentus CDO II Ltd          E-2          BB-/Watch Neg   BB-
Attentus CDO III Ltd         D            A-/Watch Neg    A-
Attentus CDO III Ltd         E-1          BBB-/Watch Neg  BBB-
Attentus CDO III Ltd         E-2          BBB-/Watch Neg  BBB-
TABERNA Preferred
Funding II Ltd               I comb       BBB-/Watch Neg  BBB-
TABERNA Preferred
Funding II Ltd               II comb      A-/Watch Neg    A-
TABERNA Preferred
Funding II Ltd               A-1A         AAA/Watch Neg   AAA
TABERNA Preferred
Funding II Ltd               A-1B         AAA/Watch Neg   AAA
TABERNA Preferred
Funding II Ltd               A-1C         AAA/Watch Neg   AAA
TABERNA Preferred
Funding II Ltd               A-2          AAA/Watch Neg   AAA
TABERNA Preferred
Funding II Ltd               B            AA/Watch Neg    AA
TABERNA Preferred
Funding II Ltd               C-1          A/Watch Neg     A
TABERNA Preferred
Funding II Ltd               C-2          A/Watch Neg     A
TABERNA Preferred
Funding II Ltd               C-3          A/Watch Neg     A
TABERNA Preferred
Funding II Ltd               D            BBB+/Watch Neg  BBB+
TABERNA Preferred
Funding II Ltd               E-1          BB+/Watch Neg   BB+
TABERNA Preferred
Funding II Ltd               E-2          BB+/Watch Neg   BB+
TABERNA Preferred
Funding II Ltd               F            B-/Watch Neg    B-
TABERNA Preferred
Funding II Ltd               III comb     A+/Watch Neg    A+
TABERNA Preferred
Funding III Ltd              A-1A         AAA/Watch Neg   AAA
TABERNA Preferred
Funding III Ltd              A-1B         AAA/Watch Neg   AAA
TABERNA Preferred
Funding III Ltd              A-1C         AAA/Watch Neg   AAA
TABERNA Preferred
Funding III Ltd              A-2A         AAA/Watch Neg   AAA
TABERNA Preferred
Funding III Ltd              A-2B         AAA/Watch Neg   AAA
TABERNA Preferred
Funding III Ltd              B-1          AA/Watch Neg    AA
TABERNA Preferred
Funding III Ltd              B-2          AA/Watch Neg    AA
TABERNA Preferred
Funding III Ltd              C-1          A-/Watch Neg    A-
TABERNA Preferred
Funding III Ltd              C-2          A-/Watch Neg    A-
TABERNA Preferred
Funding III Ltd              D            BBB-/Watch Neg  BBB-
TABERNA Preferred
Funding III Ltd              E            B+/Watch Neg    B+
TABERNA Preferred
Funding IV Ltd               A-1          AAA/Watch Neg   AAA
TABERNA Preferred
Funding IV Ltd               A-2          AAA/Watch Neg   AAA
TABERNA Preferred
Funding IV Ltd               A-3          AAA/Watch Neg   AAA
TABERNA Preferred
Funding IV Ltd               B-1          AA/Watch Neg    AA
TABERNA Preferred  
Funding IV Ltd               B-2          AA/Watch Neg    AA
TABERNA Preferred
Funding IV Ltd               C-1          BBB+/Watch Neg  BBB+
TABERNA Preferred
Funding IV Ltd               C-2          BBB+/Watch Neg  BBB+
TABERNA Preferred
Funding IV Ltd               C-3          BBB+/Watch Neg  BBB+
TABERNA Preferred
Funding IV Ltd               D-1          BB+/Watch Neg   BB+
TABERNA Preferred
Funding IV Ltd               D-2          BB+/Watch Neg   BB+
TABERNA Preferred
Funding IV Ltd               E            B/Watch Neg     B
Taberna Preferred
Funding V Ltd.               A-1LB        AAA/Watch Neg   AAA
Taberna Preferred
Funding V Ltd.               A-2L         AA/Watch Neg    AA
Taberna Preferred
Funding V Ltd.               A-3FV        BBB/Watch Neg   BBB
Taberna Preferred
Funding V Ltd.               A-3FX        BBB/Watch Neg   BBB
Taberna Preferred
Funding V Ltd.               A-3L         BBB/Watch Neg   BBB
Taberna Preferred
Funding V Ltd.               B-1L         B/Watch Neg     B
Taberna Preferred
Funding V Ltd.               B-2FX        CCC-/Watch Neg  CCC-
Taberna Preferred
Funding V Ltd.               B-2L         CCC-/Watch Neg  CCC-
Taberna Preferred
Funding VI Ltd               A-1A         AAA/Watch Neg   AAA
Taberna Preferred
Funding VI Ltd               A-1B         AAA/Watch Neg   AAA
Taberna Preferred
Funding VI Ltd               A-2          AAA/Watch Neg   AAA
Taberna Preferred
Funding VI Ltd               B            AA+/Watch Neg   AA+
Taberna Preferred
Funding VI Ltd               C            AA/Watch Neg    AA
Taberna Preferred
Funding VI Ltd               Comb notes   BBB-/Watch Neg  BBB-
Taberna Preferred
Funding VI Ltd               D-1          A-/Watch Neg    A-
Taberna Preferred
Funding VI Ltd               D-2          A-/Watch Neg    A-
Taberna Preferred
Funding VI Ltd               E-1          BBB-/Watch Neg  BBB-
Taberna Preferred
Funding VI Ltd               E-2          BBB-/Watch Neg  BBB-
Taberna Preferred
Funding VI Ltd               F-1          B/Watch Neg     B
Taberna Preferred
Funding VI Ltd               F-2          B/Watch Neg     B
Taberna Preferred
Fdg VII Ltd.                 A-2LA        AA+/Watch Neg   AA+
Taberna Preferred
Fdg VII Ltd.                 A-2LB        AA/Watch Neg    AA
Taberna Preferred
Fdg VII Ltd.                 A-3L         A/Watch Neg     A
Taberna Preferred
Fdg VII Ltd.                 C-1 (combo)  BBB/Watch Neg   BBB
Taberna Preferred
Fdg VII Ltd.                 C-2 (combo)  A/Watch Neg     A
TABERNA Preferred
Funding VIII Ltd             D            A-/Watch Neg    A-
TABERNA Preferred
Funding VIII Ltd             E            BBB/Watch Neg   BBB
TABERNA Preferred
Funding VIII Ltd             F            BB/Watch Neg    BB

                      Other Ratings Outstanding

   Transaction                        Class       Rating
   -----------                        -----       ------
Attentus CDO I Ltd                    A1          AAA
Attentus CDO I Ltd                    A2          AAA
Attentus CDO I Ltd                    C1          AA-/Watch Neg
Attentus CDO I Ltd                    C2A         BBB-/Watch Neg
Attentus CDO I Ltd                    C2B         BBB-/Watch Neg
Attentus CDO I Ltd                    D           BB/Watch Neg
Attentus CDO I Ltd                    E           B-/Watch Neg
Attentus CDO II Ltd                   A-1         AAA
Attentus CDO II Ltd                   A-2         AAA
Attentus CDO II Ltd                   F-1         CCC+/Watch Neg
Attentus CDO II Ltd                   F-2         CCC+/Watch Neg
Attentus CDO III Ltd                  A-1A        AAA
Attentus CDO III Ltd                  A-1B        AAA
Attentus CDO III Ltd                  A-2         AAA
Attentus CDO III Ltd                  B           AA
Attentus CDO III Ltd                  C-1         A
Attentus CDO III Ltd                  C-2         A
Attentus CDO III Ltd                  F           B+/Watch Neg
TABERNA Preferred Funding II Ltd      P-1 comb S  AAA
TABERNA Preferred Funding II Ltd      P-2 comb S  AAA
TABERNA Preferred Funding II Ltd      P-3 comb S  AAA
Taberna Preferred Funding V Ltd.      A-1LA       AAA
Taberna Preferred Funding V Ltd.      A-1LAD      AAA
Taberna Preferred Funding VII Ltd.    A-1LA       AAA
Taberna Preferred Funding VII Ltd.    A-1LB       AAA
Taberna Preferred Funding VII Ltd.    B-1L        BBB/Watch Neg
Taberna Preferred Funding VII Ltd.    B-2L        BB/Watch Neg
TABERNA Preferred Funding VIII Ltd    A-1A        AAA
TABERNA Preferred Funding VIII Ltd    A-1B        AAA
TABERNA Preferred Funding VIII Ltd    A-2         AAA
TABERNA Preferred Funding VIII Ltd    B           AA
TABERNA Preferred Funding VIII Ltd    C           A


* High Fuel Prices Prompt S&P's Review of Airline Rating Outlooks
-----------------------------------------------------------------
Standard & Poor's Ratings Services will review its rating outlooks
on the 10 U.S. airlines it rates, given cost pressures of rapidly
increasing fuel prices and a weaker domestic economy.  Currently,
three of those airlines have positive outlooks, six have stable
outlooks, and one has a negative outlook.  S&P's positive outlooks
on ratings on AMR Corp. (B/Positive/B-2), Delta Air Lines Inc.
(B/Positive/--), and US Airways Group Inc. (B-/Positive/--) are at
particular risk of revision, given the dim prospect for credit
improvement over the near term.  S&P expects to complete this
review by the end of March.
      
"The rapid increase in jet fuel prices will add substantially to
airline costs at a time when a weakening U.S. economy will make it
more difficult to offset those costs with higher fares," said
Standard & Poor's credit analyst Philip Baggaley.  Media reports
quote Northwest Airlines Corp. (B+/Stable/--) CEO Douglas
Steenland as telling employees that oil priced at $105 per barrel
is a "serious budget-buster," and that if the price remains over
$100 this year, it will cost Northwest $1.7 billion more than
budgeted.  Standard & Poor's economists raised its forecast for
West Texas Intermediate crude oil prices to about $95 for the
first quarter of 2008, $103 for the second quarter, close to $97
in the third quarter, and $92 in the fourth quarter.  The U.S.
airlines, with the exception of Southwest Airlines Co.
(A-/Stable/--) and, to a lesser extent, Alaska Air Group Inc.
(BB-/Negative/--), have a relatively low proportion of their 2008
fuel needs hedged, because hedging high and volatile fuel prices
is expensive and may require posting cash collateral.
     
Airlines have been raising fares to offset higher fuel prices, and
were able to do so very successfully through most of 2007.  Demand
this year has thus far remained strong, with Continental Airlines
Inc. (B/Stable/B-3), which reports monthly operating results in
greater detail than other air carriers, saying recently that its
February passenger revenue per available seat mile was up an
estimated 5% to 6%.  However, S&P expects that this trend will
stall across the industry in the face of softer demand, likely
first on domestic routes and then in international markets.   
Standard & Poor's economists on Feb. 28, 2008, put the likelihood
of a U.S. recession at 70%, with the GDP contracting in the first
half of the year, and full-year 2008 growth of only 1.2%.   
Fortunately, the global economy, while slowing, is still expected
to grow in 2008.  To take advantage of stronger demand on
international routes, large U.S. airlines have increasingly
shifted flying to those routes from the U.S. domestic market.
     
U.S. airlines have built up their cash (and, in a few cases, bank
availability) liquidity over the past several years (unrestricted
cash and short-term investments equal to 15%-25% of annual
revenues, in most cases) as a cushion against adverse conditions.
Unfortunately, most of them have at least part of their short-term
investments in currently illiquid auction-rate securities.   
Further, only Southwest has a significant proportion of its assets
unencumbered and thus available as collateral to borrow against.   
The airlines that went through bankruptcy over the past several
years have reduced their debt obligations and, in most cases, also
their cash pension requirements (even those that still have
defined-benefit pension plans are aided by 2006 federal
legislation that allows airlines to stretch out repayment of
deficits).  Thus, the airline liquidity outlook, while adequate in
the near term, could come under pressure in a prolonged or worse-
than-expected deterioration in airline industry conditions.


* Fitch Updates Global Rating Criteria on Catastrophe Bonds
-----------------------------------------------------------
Fitch Ratings has updated its global ratings criteria for
catastrophe bonds.  Catastrophe bonds are structured financings
whose payments to investors are exposed to the risk of
catastrophic events such as hurricanes, earthquakes, wind storms
and wild fires.  Catastrophe bonds are one of many types of
insurance-linked securities.

Issuance of catastrophe bonds continues to grow.  A record
$7 billion in new catastrophe bonds were issued in 2007.  This far
surpasses the previous record of $4.7 billion set in 2006.  In
addition to the increased size and volume of transactions, this
continues to be a time of innovation and rapid change for the
catastrophe bond market, with new hybrid structures and variations
on traditional structures being introduced regularly.

This new methodology reflects Fitch's current thinking on these
new structures and incorporates a new default grid derived from
Fitch's leading-edge Prism insurance capital model.  Under the new
Fitch methodology, measurement of the insurance risk embedded in
catastrophe bonds is symmetrical with the reinsurance credit given
to the insurers who sponsor the bonds.

In a notable change from prior methodology, Fitch now rates all
catastrophe bonds using a probability of loss benchmark.  While
Fitch has historically rated investment grade catastrophe bonds
based on PL, non-investment grade catastrophe bonds have been
rated based on an expected loss methodology which also considered
the level of expected recovery given default.  Fitch's approach to
rating catastrophe bonds is consistent with its approach to rating
other structured finance transactions.


* Marty Dickens Named Board Chairman of Harpeth Companies
---------------------------------------------------------
Harpeth Companies LLC picked former AT&T Tennessee President Marty
G. Dickens as Chairman of the Board of Directors.

Mr. Dickens joins Harpeth Companies after retiring last October
from his position at AT&T Tennessee, formerly BellSouth, where he
served as president for nine years and also served as executive
vice president of BellSouth International.  Dickens continues his
leadership in local civic efforts through participation on a
number of community boards; he is the current Chairman of The
Music City Center Coalition and of the Belmont University Board of
Trustees.

"Marty's proven capabilities as a leader and businessman make him
a valuable asset to any organization with whom he works," Harpeth
Companies CEO Chuck Byrge said.  "In his new position, he will
work closely with the board to enhance the firm's ability to serve
a wide variety of companies across a number of industries."

Dickens was previously a member of Harpeth Capital's Advisory
Board.  Other members of the Advisory Board include William
Andrews, Sam Bartholomew, Jim Bradford, Brett Comolli, Governor
Winfield Dunn, Jack Farris, Dr. Harry Jacobson, R. Clayton
McWhorter, Stuart McWhorter and George Yowell.

"I am honored to have the opportunity to play an increased role
with Harpeth Companies and its respective businesses," commented
Dickens.  "The firm is a great resource for companies in Middle
Tennessee and the greater Southeast and I look forward to working
with Chuck Byrge and his team to continue their great success."

                     About Harpeth Capital

Based in Nashville, Tennessee, Harpeth Companies LLC --
http://www.harpethcapital.com/-- is the parent company of Harpeth  
Capital and Harpeth Consulting.  Founded in 1999, Harpeth Capital,
LLC, is a boutique investment banking firm specializing in mergers
and acquisitions, strategic advisory, financial restructuring, and
capital raising services to private and public middle market
companies.  In addition to investment banking, Harpeth Companies
has activities under Harpeth Ventures and Harpeth Real Estate.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re C.P.&L., Inc.
   Bankr. D. Mass. Case No. 08-11430
      Chapter 11 Petition filed March 2, 2008
         See http://bankrupt.com/misc/mab08-11430.pdf

In Re Crews Transportation Services, Inc.
   Bankr. W.D. Mich. Case No. 08-01831
      Chapter 11 Petition filed March 4, 2008
         See http://bankrupt.com/misc/miwb08-01831.pdf

In Re Michael D. Fudge
   Bankr. M.D. Fla. Case No. 08-02924
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/flmb08-02924.pdf

In Re Local Choice US, Inc.
   Bankr. N.D. Ill. Case No. 08-05224
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/ilnb08-05224.pdf

In Re Frisbee's Supermarket, Inc. aka Frisbee's Market
   Bankr. D. Maine Case No. 08-20193
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/meb08-20193.pdf

In Re Sassy Realty, LLC
   Bankr. E.D. N.Y. Case No. 08-71046
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/nyeb08-71046.pdf

In Re Waldemar Quijano Aviles
   Bankr. D. P.R. Case No. 08-01340
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/prb08-01340.pdf

In Re M&MT Podeia, Inc.
   Bankr. D. N.J. Case No. 08-13955
      Chapter 11 Petition filed March 5, 2008
         Filed as Pro Se

In Re TUBAC #44 L.L.C.
   Bankr. D. Ariz. Case No. 08-02191
      Chapter 11 Petition filed March 5, 2008
         Filed as Pro Se.pdf

In Re Wallace Orthopedics and Sports
   Bankr. N.D. Tex. Case No. 08-31183
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/txnb08-31183.pdf

In Re Jeffrey S. Wallace
   Bankr. N.D. Tex. Case No. 08-31184
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/txnb08-31184.pdf

In Re Joyce Lynn Barnette
   Bankr. E.D. Va. Case No. 08-70741
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/vaeb08-70741.pdf

In Re Fulton's Discount Gas, Inc.
   Bankr. W.D. Va. Case No. 08-60517
      Chapter 11 Petition filed March 5, 2008
         See http://bankrupt.com/misc/vawb08-60517.pdf

In Re James A. Rohrer, Sr. dba City Alternator Service
   Bankr. D. Ariz. Case No. 08-02240
      Chapter 11 Petition filed March 6, 2008
         See http://bankrupt.com/misc/azb08-02240.pdf

In Re The Leal Group, Inc.
   Bankr. D. Ariz. Case No. 08-02274
      Chapter 11 Petition filed March 6, 2008
         See http://bankrupt.com/misc/azb08-02274.pdf

In Re V.H. Nastri, Inc.
   Bankr. D. Conn. Case No. 08-30714
      Chapter 11 Petition filed March 6, 2008
         See http://bankrupt.com/misc/ctb08-30714.pdf

In Re Kirill Suzuki, Inc. dba Ken Chancey Select Preowned, dba Ken
Chancey Suzuki of Jacksonville, Inc.
   Bankr. M.D. Fla. Case No. 08-01224
      Chapter 11 Petition filed March 6, 2008
         See http://bankrupt.com/misc/flmb08-01224.pdf

In Re S&L Trucking, Inc.
   Bankr. M.D. Fla. Case No. 08-01656
      Chapter 11 Petition filed March 6, 2008
         See http://bankrupt.com/misc/flmb08-01656.pdf

In Re One Stop Shops Them All, Inc.
   Bankr. D. Nev. Case No. 08-11981
      Chapter 11 Petition filed March 6, 2008
         See http://bankrupt.com/misc/nvb08-11981.pdf

In Re Girvan George Shirley
   Bankr. M.D. Fla. Case No. 08-01680
      Chapter 11 Petition filed March 6, 2008
         Filed as Pro Se

In Re Charlie's Footcare & Medical Supply, Inc.
   Bankr. S.D. Tex. Case No. 08-01913
      Chapter 11 Petition filed March 6, 2008
         See http://bankrupt.com/misc/txsb08-01913.pdf

In Re Steel Chariots Corp.
   Bankr. D. Ariz. Case No. 08-02336
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/azb08-02336.pdf

In Re Flynn Construction & Building Co. Inc.
   Bankr. D. Mass. Case No. 08-11603
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/mab08-11603.pdf

In Re Millenium Electrical Supply Corp.
   Bankr. E.D. N.Y. Case No. 08-71109
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/nyeb08-71109.pdf

In Re McGraths Grille, Inc. dba McGrath's Emerald Grille
   Bankr. M.D. Penn. Case No. 08-00800
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/pamb08-00800.pdf

In Re Thomas Meising
   Bankr. W.D. Penn. Case No. 08-21489
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/pawb08-21489.pdf

In Re Small Engine World, Inc.
   Bankr. W.D. Penn. Case No. 08-21490
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/pawb08-21490.pdf

In Re Gerald E. Schutz
   Bankr. W.D. Penn. Case No. 08-21491
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/pawb08-21491.pdf

In Re Ridley Funeral Estab, Inc.
   Bankr. D.C. Case No. 08-00152
      Chapter 11 Petition filed March 7, 2008
         Filed as Pro Se

In Re ProCareers, Inc.
   Bankr. S.D. W.V. Case No. 08-20195
      Chapter 11 Petition filed March 7, 2008
         See http://bankrupt.com/misc/wvsb08-20195.pdf

In Re Quang D., Ly
   Bankr. E.D. Mich. Case No. 08-30909
      Chapter 11 Petition filed March 8, 2008
         See http://bankrupt.com/misc/mieb08-30909.pdf

In Re Golden Dragon Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 08-30910
      Chapter 11 Petition filed March 8, 2008
         See http://bankrupt.com/misc/mieb08-30910.pdf

In Re Candlewood Lake Construction, Inc.
   Bankr. D. Conn. Case No. 08-50191
      Chapter 11 Petition filed March 9, 2008
         See http://bankrupt.com/misc/ctb08-50191.pdf

In Re Destiny Nightclub, LLC
   Bankr. M.D. Fla. Case No. 08-01786
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/flmb08-01786.pdf

In Re Express Convenience Stores, Inc.
   Bankr. N.D. Ill. Case No. 08-70699
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/ilnb08-70699.pdf

In Re Express Convenience Stores, Inc.
   Bankr. N.D. Ill. Case No. 08-70700
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/ilnb08-70700.pdf

In Re Fremont Vision Corp.
   Bankr. D. Neb. Case No. 08-80594
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/neb08-80594.pdf

In Re Repair Products Unlimited, Inc. fka RI International, Inc.
   Bankr. N.D. Ohio Case No. 08-50775
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/ohnb08-50775.pdf

In Re Gold Empire, Inc.
   Bankr. D. P.R. Case No. 08-01471
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/prb08-01471.pdf

In Re John Michael O'Sullivan
   Bankr. E.D. Calif. Case No. 08-22852
      Chapter 11 Petition filed March 10, 2008
         Filed as Pro Se

In Re Francisco Reynier Arias, Jr.
   Bankr. M.D. Tenn. Case No. 08-01980
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/tnmb08-01980.pdf

In Re Convenience Store Concepts, Inc. dba Stop N Drive
   Bankr. S.D. Tex. Case No. 08-31605
      Chapter 11 Petition filed March 10, 2008
         See http://bankrupt.com/misc/txsb08-31605.pdf

In Re Lucky Hydraulics, Inc.
   Bankr. N.D. Ala. Case No. 08-80719
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/alnb08-80719.pdf

In Re Student Financial Solutions, Inc.
   Bankr. M.D. Fla. Case No. 08-03192
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/flmb08-03192.pdf

In Re Rodney J. Bruns
   Bankr. D. Nev. Case No. 08-50337
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/nvb08-50337.pdf

In Re Blood Orange Restaurant, LLC dba "DaNi"
   Bankr. S.D. N.Y. Case No. 08-10842
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/nysb08-10842.pdf

In Re Davis Cowden, Inc. dba Vinyl
   Bankr. W.D. N.Y. Case No. 08-20541
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/nywb08-20541.pdf

In Re Henri Antonie Erkelens, III aka Henri A. Erkelens,
aka Rick Erkelens, aka Henri A. Erkelens III
   Bankr. D. Mass. Case No. 08-40709
      Chapter 11 Petition filed March 11, 2008
         Filed as Pro Se

In Re Evans Insulation, Inc.
   Bankr. N.D. Tex. Case No. 08-41137
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/txnb08-41137.pdf

In Re Positive Health Management
   Bankr. S.D. Tex. Case No. 08-31630
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/txsb08-31630.pdf

In Re Bedford Builders, Inc.
   Bankr. W.D. Va. Case No. 08-60556
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/vawb08-60556.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***