TCR_Public/080314.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, March 14, 2008, Vol. 12, No. 63

                             Headlines

330 RESERVOIR: Case Summary & Three Largest Unsecured Creditors
ACA ABS: Deteriorating Credit Quality Prompts Moody's Rating Cuts
ACANTO SADDLEBACK: Wants to Hire Goe & Forsythe as General Counsel
ADELPHIA COMMS: Court Okays New Settlement With D&O Insurers
ADELPHIA COMMS: Supreme Court Dismisses John Rigas' Appeal

ADELPHIA COMMS: Settles Dispute on NBC Rejection Claims
AEROMED SERVICES: Hires Alexis Fuentes-Hernandez as Counsel
ALADDIN MANAGED: Fitch Assigns DR6 Rating on 'C' Rated Notes
AMBAC FINANCIAL: Completes $1 Bil. Public Offering of Common Stock
AMORTIZING RESIDENTIAL: Realized Losses Prompts S&P's Rating Cuts

ASARCO LLC: Wants to Assume BNY Capital Equipment Lease
ASARCO LLC: Court Appoints Examiner but Limits Probe Duties
ASARCO LLC: Settles U.S. Government, Et Al., Claims for $80.8MM
ATLANTA STRUCTURAL: Case Summary & 15 Largest Unsecured Creditors
AXIA INC: Decline in Product Demand Spurs Moody's to Junk Ratings

BEAR STEARNS: Federal Probe to Focus on April 2007 Conference Call
BEAR SWAMP: Voluntary Chapter 11 Case Summary
BENCHMARK ELECTRONICS: Earns $21 Million in 2007 Fourth Quarter
B/E AEROSPACE: Earns $42.3 Million in Fourth Quarter 2007
BLUE RIVER: Plans Orderly Liquidation of Municipal Bond Fund

BUFFETS HOLDINGS: U.S. Trustee Amends Creditors Committee
BUFFETS HOLDINGS: Otterbourg Steindler as Panel's Counsel Approved
BUFFETS HOLDINGS: Can File Schedules and Statements Until April 7
CAPRI CONDOMINIUMS: Wants to Hire Gill Johnson as Appraiser
CAPRI CONDOMINIUMS: Asks Court OK to Hire RealtySouth as Broker

CARIBBEAN ISLAND: Case Summary & Four Largest Unsecured Creditors
CARLYLE CAPITAL: Lenders Ready to Pounce on Assets; Nears Collapse
CENTERPOINT ENERGY: Earns $108 Million in 2007 Fourth Quarter
CENTRAL ILLINOIS: Hires Brent King as Chief Restructuring Officer
CHARTER COMMUNICATIONS: Prices $520 Million 2nd Lien 2014 Notes

CHARTER COMMUNICATIONS: Moody's Holds Ratings After Debt Issue
CHARTER COMMUNICATIONS: S&P Chips Debt Rating on CCI's Unit to B-
CHRISTINE STAUFFER: Case Summary & 10 Largest Unsecured Creditors
CHRYSLER LLC: Sells Tritec Motors in Brazil to Fiat Powertrain
CHRYSLER LLC: Wants District Court to Study Bankr. Court Rulings

CHRYSLER LLC: Plans to Shutter Company for Two Weeks in July
CIFG GUARANTY: S&P Downgrades Financial Strength Rating to 'A+'
COEUR D'ALENE MINES: S&P Assigns 'B-' Rating on $150M Sr. Notes
COMSTOCK HOMEBUILDING: Amends Deal for $30 Mil. Unsecured Notes
CONGOLEUM CORP: Reports $2.4 Million Net Loss in 4th Quarter 2006
COUNTRYWIDE FINANCIAL: Fitch Cuts Subordinated Debt Rating to BB+

CWALT INC: High Delinquency Rates Prompt Moody's Rating Downgrades
CRAIG STIGELMAN: Case Summary & Five Largest Unsecured Creditors
CREDIT SUISSE: Fitch Affirms 'B-' Rating on $2.1MM Class O Certs.
DEERFIELD CAPITAL: Stockholders OK Conversion of Preferred Stock
DELTA AIR: Wants Atlanta Port's Reserve Fund Trimmed to $58 Mil.

DELTA AIR: Executives Dispose of 49,304 Shares at $13.35 Per Share
DOCUMENT CAPTURE: Clancy & Co. Expresses Going Concern Doubt
DOLE FOOD: Posts $57.5 Million Net Loss in Year Ended Dec. 29
DOMICILIARY REALCO: Voluntary Chapter 11 Case Summary
DON MCCORMACK: Voluntary Chapter 11 Case Summary

DRAKE MANAGEMENT: May Liquidate $2.7-Bil Global Opportunities Fund
DUNMORE HOMES: Court Extends Plan-Filing Period to March 21
EAST VALLEY TOURIS: Moody's Withdraws Ratings Due to Deal Delays
EASTON-BELL SPORTS: Moody's Downgrades Ratings to 'B3' From 'B2'
ENTERPRISE SECURITY: Case Summary & Largest Unsecured Creditor

ENVIRONMENTAL CAREERS: Trustee to Auction Domain Name Eco.Org
ETHANEX ENERGY: Inks Amendment to Sale Deal; Warns of Bankruptcy
EURAM-MACAULEY: Fairfield Wants Court to Dismiss Chapter 11 Case
EXCEL HEALTH: Voluntary Chapter 11 Case Summary
FEDDERS CORP: Court Approves Sale of Assets to Elco Holding

FIRST DARTMOUTH: Wants Exclusivity Period Extended to April 11
FOAMEX INTERNATIONAL: To Pursue Further Deleveraging
FRIEDMAN'S INC: U.S. Trustee Objects to Unsecured Panel's Counsel
GENERAL MOTORS: Wants to Take Tools If Plastech Stops Delivery
GEORGIA GULF: Weak Financial Performance Cues Moody's Rating Cuts

GRUSAF LLC: Case Summary & 117 Largest Unsecured Creditors
HEATHY DIRECTIONS: S&P Withdraws Ratings on Company's Request
HELLER JACOBS: Judge Lifland Dismisses Chapter 11 Case
HERBST GAMING: Board Creates Office of the Chief Executive Officer
JAMES LIGHTLE: Case Summary & Six Largest Unsecured Creditors

JEFFERSON COUNTY: Debt Restructuring Plan Fails to Lift Bond Price
JEFFERSON COUNTY: NY Times Notes Ex-JPMorgan Exec's Role in Crisis
JMG EXPLORATION: Price per Share Falls Below NYSE Listing Criteria
LAWRENCE EVERSTON: Voluntary Chapter 11 Case Summary
LEGENDS GAMING: Chapter 11 Filing Cues Moody's Rating Cut to 'D'

LEINER HEALTH: Allowed to Hire Garden City Group as Claims Agent
LEVEL 3: Sunit Patel to Continue as Chief Financial Officer
LEXINGTON RESOURCES: Lexington Oil Files Chapter 11 Petition
LIBERTY MEDIA: S&P's 'BB+' Rating Unmoved by $1BB Share Repurchase
LIDYA KASHEVAROFF: Case Summary & Three Largest Unsec. Creditors

MANCHESTER INC: Can Temporarily Employ Bridge as Financial Advisor
MAXJET AIRWAYS: Still in Talks to Sell Assets After Bid Deadline
MCMILLIN COMPANIES: Moody's Withdraws Caa2, Caa3 Ratings
MICHAEL TAYLOR: Case Summary & Four Largest Unsecured Creditors
MORGAN STANLEY: S&P Downgrades Rating on $3M Notes to 'B-'

MORRIS PUBLISHING: Moody's Downgrades Ratings to 'B1' From 'Ba3'
MORRIS PUBLISHING: Revenue Decline Cues S&P's Rating Cut to 'B'
MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary
NATIONAL CENTURY: Former Executives Guilty of Fraud and Conspiracy
NELLSON NUTRACEUTICAL: Names Allan Lutz as Interim CEO & Director

NORTEL NETWORKS: Realigns Biz, Sends Jobs Offshore by 2009
NORTHEAST BIOFUELS: S&P Cuts Rating on $140 Mil. 2013 Loan to 'B'
NORTHWEST AIRLINES: Court Denies Panel Advisors' Completion Fees
NORTHWEST AIRLINES: Balks at U.S. Bank's Lease Rejection Claim
NORTHWEST AIRLINES: Signs Settlement Agreement With IAM

NORTHWEST AIRLINES: FMR LLC Discloses 10.4% Equity Stake
OZBURN-HESSEY HOLDING: Moody's Holds B3 Ratings on Revenue Growth
PAQUETTE MAINTENANCE: Case Summary & 20 Largest Unsec. Creditors
PARADISE MUSIC: Closes $179K Debt Financing with Leaddog Capital
PILGRIM'S PRIDE: Plant Closing Won't Affect S&P's 'BB-' Rating

PERFORMANCE TRANSPORTAION: Cancels Auction Sale Scheduled March 14
PLASTECH ENGINEERED: Chrysler Wants District Court to Study Appeal
PLASTECH ENGINEERED: GM Wants to Take Tools Too, If Delivery Stops
PLASTECH ENGINEERED: Seeks Additional $14 Mil. Interim Financing
PRB ENERGY: Section 341(a) Creditors' Meeting Set for March 31

PRB ENERGY: Obtains Interim Nod to Employ Block Markus as Counsel
PRB ENERGY: Gets Interim Nod to Employ Heppenstall as Oil Counsel
PRB ENERGY: Wants Court's OK to Use Creditors' Cash Collateral
PROVIDENCE SERVICE: To Register Shares of Common Stock with SEC
QUEBECOR WORLD: Phillips Hager Owns 105,300 Non-Voting Shares

QUEBECOR WORLD: Has Strong Position to Survive, Teamsters Says
QUEBECOR WORLD: Ex-Corby Workers Set Up Taskforce With Unite Union
RD MILLER: Owners File for Chapter 7 Liquidation in Minnesota
RETAIL PRO: Kevin Ralphs Quits as Interim Chief Financial Officer
RITCHIE MULTI-STRATEGY: Hearing on Involuntary Petition is April 2

RADIATION THERAPY: Completes $1 Billion Merger with Vestar Capital
RANGE RESOURCES: Earns $34 Million in Quarter Ended December 31
ROADRUNNER RIVER: Voluntary Chapter 11 Case Summary
SASCO MORTGAGE: Adverse Performance Prompts S&P to Cut 10 Ratings
SALOMON BROTHERS: Fitch Holds 'BB-' Rating on $3.3MM Cl. L Certs.

SCORPIUS CDO: Poor Credit Quality Spurs Moody's Rating Downgrades
SH 130 CONCESSION: Moody's Rates  TIFIA Subordinate Debt 'Ba1'
SHARPS CDO: CIFG Rating Downgrade Prompts S&P's Two Rating Cuts
SP NEWSPRINT: Ernst & Young Expresses Going Concern Doubt
THORNBURG MORTGAGE: Defaults on $49MM Morgan Stanley Agreement

THORNBURG MORTGAGE: Restates Consolidated Financial Statements
TILLIM LLC: Creditors Have Until June 9 to File Proofs of Claims
TUCSON ELECTRIC: Fitch Expects to Put 'BB+' Rating on $121MM Bonds
VICTORY MEMORIAL: Court OKs Bidding Procedures for Sale of Assets
VICTORY MEMORIAL: Wants Exclusive Plan Filing Period Extended

WELLMAN INC: U.S. Trustee Appoints Unsecured Creditors Committee
SHARPER IMAGE: Obtains Final Approval to Use Cash Collateral
SIRVA INC: Committee Files Motion to Restrict Access to Documents
SOLUTIA INC: Inks Backstopper Registration Rights Agreement
SOLUTIA INC: Appoints New Members to the Board of Directors

SOLUTIA INC: Inks Distribution Agreement with Funding Co.
TOLL BROTHERS: Posts $96 Million Net Loss in Fiscal 2008 1st Qtr.
TOLL BROTHERS: Warns of Significant Losses from Joint Ventures
TOTES ISOTONER: Northern Cap Acquisition Won't Affect S&P's Rating
TOUSA INC: Officials Expect to Finish Colorado Project as Planned

TRW AUTOMOTIVE: Earns $56 Million in Quarter Ended December 31
TUCSON ELECTRIC: S&P Assigns 'BB-' Rating on $121 Mil. 2008 Bonds
WEIGHT WATCHERS: Dec. 29 Balance Sheet Upside-Down by $926.3 Mil.
WELLMAN INC: Wants to Hire Ernst & Young as Tax Advisors
WESTWAYS FUNDING: Nine Classes Get Moody's Negative Rating Actions

ZIFF DAVIS: Court Okays Motion to Use Noteholders' Cash Collateral
ZIFF DAVIS: Seeks Authority to Hire Alvarez & Marsal as Advisors
ZIFF DAVIS: Seeks Authority to Hire BMC as Claims Agent

* S&P Report Estimates Subprime Writedowns Could Reach $285 Bil.
* S&P Downgrades 63 Tranches' Ratings From 11 Cash Flows and CDOs

* Thacher Proffitt Organizes Distressed Assets Advisory Practice
* Texas Rising Stars' List Names 17 Attorneys From Gardere Wynne
* Thorp Reed Expands Legal Profession with Five New Partners

* BOOK REVIEW: Bankruptcy: A Feast for Lawyers

                             *********

330 RESERVOIR: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 330 Reservoir Street Corp.
        330 Reservoir Street
        Needham Heights, MA 02494

Bankruptcy Case No.: 08-11664

Chapter 11 Petition Date: March 11, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Barry R. Levine, Esq.
                  607 North Avenue
                  Building 18
                  Wakefield, MA 01880
                  Tel: (781) 245-8440
                  Fax: (781) 246-5038
                  bankruptcy@levineatlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Hingham Institute for Savings                        $1,771,000
50 Main Street
Hingham, MA 02043

Weston Financial                                       $856,000
c/o Alan H. Okstein, Esq.
Okstein & Okstein
865 Providence Highway
Dedham, MA 02026

William and Margaret Mazzone                           $280,000
c/o Brian Rogal, Esq.
Rogal & Donnelan, PC
43 Charles Street
Needham Heights, MA 02494


ACA ABS: Deteriorating Credit Quality Prompts Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by ACA ABS CDO 2006-1, Ltd., and left on review for
possible further downgrade the ratings of two of these classes of
notes.  The notes affected by this rating action are:

Class Description: $450,000,000 A-1LA Floating Rate Notes Due June
2041

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

Class Description: $105,000,000 Class A-1LB Floating Rate Notes
Due June 2041

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

Class Description: $80,000,000 Class A-2L Floating Rate Notes Due
June 2041

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

Class Description: $40,000,000 Class A-3L Deferrable Floating Rate
Notes Due June 2041

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

Class Description: $33,000,000 Class B-1L Floating Rate Notes Due
June 2041

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on March 5, 2008, of an event of default caused by
a failure of the Senior Class A Overcollateralization Ratio to be
greater than or equal to 100 per cent pursuant Section 5.1(h) of
the Indenture dated April 27, 2007.

ACA ABS CDO 2006-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities.

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

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


ACANTO SADDLEBACK: Wants to Hire Goe & Forsythe as General Counsel
------------------------------------------------------------------
Acanto Saddleback Homes, LLC, asks the United States Bankruptcy
Court for the Central District of California for authority to
employ Goe & Forsythe, LLP, as its general bankruptcy counsel.

Goe & Forsythe is expected to:

   a. advise the Debtor with respect to compliance with the
      requirements of the U.S. Trustee;

   b. advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of Debtor in regards to
      their assets and with respect to the claims of creditors;

   c. represent or assist the Debtor and other professionals in
      any proceedings or hearings in the court and in any action
      in any other court where Debtor's rights under the
      Bankruptcy Code may be litigated or affected;

   d. conduct examinations of witnesses, claimants or adverse
      parties and to prepare and assist in the preparation of
      reports, accounts and pleadings related to the case;

   e. advise the Debtor concerning the requirements of the court
      and applicable rules as they affect the Debtor;

   f. advise the Debtor in negotiation, formulation, confirmation
      and implementation of a plan of reorganization;

   g. make any court appearances on behalf of the Debtor; and

   h. take other action and perform other services as the Debtor
      may require the firm in connection with the case.

The Debtor will pay the firm at its standard hourly rates.

      Professional                 Designation     Rate
      ------------                 -----------     ----
      Robert P. Goe, Esq.          Professional    US$300
      Marc C. Forsythe             Professional    US$300
      Elizabeth A. LaRocque        Associate       US$250
      Christopher P. Walker        Associate       US$275
      Patricia Foster              Legal Assistant US$125
      Kerry A. Murphy              Legal Assistant US$125

To the best of the Debtor's knowledge, the firm does not hold any
adverse interest in the Debtor's estates.

The firm can be reached at:

   Robert P. Goe, Esq.
      (rgoe@goeforlaw.com)
   Goe & Forsythe, LLP
   660 Newport Center Drive, Suite 320
   Newpot Beach, CA 92660
   Tel: (949) 467-3780
   Fax: (949) 721-0409
   http://goeforlaw.com/

Based in Newport Beach, California, Acanto Saddleback Homes, LLC
-- is a housing community.  The company filed for chapter 11 on
Jan. 30, 2008 (Bank.C.D.Ca. Case No. 08-10426).  Robert P. Goe,
Esq., at Goe & Forthsythe, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.


ADELPHIA COMMS: Court Okays New Settlement With D&O Insurers
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a new settlement agreement between reorganized Adelphia
Communications Corp. and its debtor-affiliates and  certain of its
insurers, relating to directors' and officers' liability insurance
policies.

The ACOM Debtors previously sought Court approval of a settlement
agreement pursuant to which three of their insurers agreed to pay
$32,500,000 in return for being fully released under the directors
and officers liability insurance policies that the insurers issued
to Adelphia.  The Initial D&O Settlement was conditioned on the
establishment of an injunction that channels claims other insureds
might make against the D&O Policies to the $32,500,000 settlement
fund.  The Court disapproved the Initial Settlement, noting that
it was not authorized to issue the channeling injunction.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Reorganized ACOM Debtors sought and obtained the
Court's approval of a new settlement agreement among:

   * ACOM;

   * The Adelphia Recovery Trust;

   * Insurance companies Associated Electric & Gas Insurance
     Services Limited, Federal Insurance Company, and Greenwich
     Insurance Company; and

   * Insureds Dennis P. Coyle, Leslie J. Gelber, Erland E.
     Kailbourne, Pete J. Metros, James P. Rigas, John J. Rigas,
     Michael J. Rigas, Timothy J. Rigas, Doris Rigas, Michael C.
     Mulcahey, Peter Venetis, and Ellen Rigas Venetis.

AEGIS, Federal Insurance, and Greenwich Insurance issued three
directors and officers liability insurance policies to ACOM that
provide $50,000,000 of liability insurance coverage in the
aggregate.  The AEGIS Policy provides $25,000,000 of insurance
coverage for claims first made during the period from Dec. 31,
2000, to Dec. 31, 2005.  The Federal Insurance Policy provides
$15,000,000 of insurance coverage for claims first made during
the period from Dec. 31, 2000, to Dec. 31, 2003.  The Greenwich
Policy provides $10,000,000 of insurance coverage for claims
first made during the period from Dec. 31, 2000, to Dec. 31,
2003.

The D&O Policies cover defense costs and indemnity obligations
imposed by judgments or settlements in relation to claims made by
third parties alleging damages arising out of "wrongful acts" by
one or more of the Insureds.  The D&0 Policies cover those costs
and indemnity obligations whether or not ACOM reimburses those
costs and indemnity obligations.  The D&O Policies also cover the
Reorganized Debtors' own defense costs and indemnity obligations
imposed by judgments or settlements in relation to securities
claims.

The Insurers believe that alleged material misrepresentations
made to them in connection with the issuance of the D&O Policies
warrant rescission of the Policies.  The Insurers have sent
notices to the persons covered under the D&O Policies, informing
them that the Insurers are rescinding coverage under the Policies
and are treating the insurance coverage as void ab initio.  
Pursuant to their notices of rescission, the Insurers believe
they are not obligated to make any payments pursuant to the D&O
Policies to the affected parties.  The Insurers also believe ACOM
does not have coverage for payments made to indemnify any of the
affected parties for their defense costs.

After the Court denied the Initial D&O Settlement in March 2007,
the parties entered into further negotiations and reached a New
D&O Settlement on Nov. 19, 2007.

Pursuant to the New D&O Settlement, the Insurers agree to pay
ACOM, the Trust, and the Insureds $32,703,242, including
$13,272,744 that AEGIS has already advanced for defense costs
incurred by several Insureds.  In particular, AEGIS will account
for $20,801,819 of the Settlement Amount; Federal Insurance will
contribute $7,140,850; and Greenwich will pay $4,760,566.

In return, ACOM, the Trust, and the Insureds will fully release
the Insurers from any further liability under the D&O policies.  
The New Settlement does not call for any channeling injunction.

A full-text copy of the New Settlement is available for free at:

              http://researcharchives.com/t/s?2919

Donald W. Brown, Esq., at Covington & Burling LLP, in New York,
relates that while the New Settlement does not provide for
payment of insurance proceeds to ACOM, it significantly benefits
ACOM in at least three ways.

First, the New Settlement requires that $14,500,000 of the
Settlement Amount will be used to settle seven securities
lawsuits, including a class action, as against independent
directors Dennis P. Coyle, Leslie J. Gelber, Erland E.
Kailbourne, Pete J. Metros.  The $4,930,497 remaining Settlement
Amount, taking into account the $13,272,744 in already advanced
defense costs, is to be allocated among the Individual Insureds
other than the Independent Directors.  Amounts paid to settle the
securities lawsuits on behalf of the Independent Directors, as
well as continuing defense costs incurred by the Directors,
otherwise would have been paid by ACOM pursuant to its continuing
prepetition indemnity obligations as provided in the ACOM
Debtors' confirmed Plan of Reorganization, Mr. Brown notes.

Second, the New Settlement releases the Reorganized ACOM Debtors
from their indemnification obligations to the Independent
Directors pursuant to their corporate charters and by-laws except
for an obligation to pay certain litigation-related expenses in a
total amount capped at $250,000.

Third, the New Settlement resolves the lawsuit filed by the
Insurers in the Eastern District of Pennsylvania seeking to
rescind the D&O Policies or otherwise obtain a judicial
declaration of no coverage, relieving ACOM of the financial and
other burdens of proceeding with that litigation.

ACOM maintains that it has strong arguments to support its claims
of coverage under the D&O Policies.  ACOM, however, recognizes
that there is a risk that the D&O Policies will be rescinded,
leaving it with absolutely no insurance coverage.  Even if the
Policies are not rescinded, there is still a risk that only some
or none of the available policy limits will be available to ACOM.  
In light of those risks, combined with the high cost of continued
litigation, the Reorganized Debtors have determined that settling
their disputes with the Insurers and the Insureds pursuant to the
terms of the New Settlement is in their best interest.

                    Ancillary Agreements Reached

The negotiations surrounding the Settlement Agreement resulted in
two additional, related agreements -- one between ACOM and the
Independent Directors, and the other between ACOM and the
Insurers.  Pursuant to the Additional Agreements, Adelphia
assumes certain limited, contingent obligations.

At the Reorganized ACOM Debtors' behest, the Court permitted the
Debtors to file the two Ancillary Agreements.  The Agreements
will only be served on counsel for the parties to the Agreements
and other parties as ordered by the Court.

The Ancillary Agreements contain sensitive business information
that, if disclosed, will make it improbable for the New D&O
Settlement Agreement to be effectuated, resulting in increased
costs to ACOM's estate, Mr. Brown explains.

The Reorganized ACOM Debtors aver that the Ancillary Agreements
are reasonable and represent fair resolution of issues
surrounding the D&O Policies.

                 About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Supreme Court Dismisses John Rigas' Appeal
----------------------------------------------------------
The U.S. Supreme Court has rejected an appeal without comment by
John Rigas, founder of Adelphia Communications Corp. and his son,
Timothy, to have their fraud convictions overturned.

ACOM, formerly the cable TV franchise holder for much of Western
New York, ended up in bankruptcy before being sold to Time Warner
Cable and Comcast Corp..  Mr. Rigas founded ACOM and his son,
Timothy, was the chief financial officer for what became the
nation's fifth largest cable TV operation.  Both men are serving
lengthy prison sentences, John, 15 years, and Timothy, 20 years,
for their role in stealing from the company.

Some $2,200,000,000 was used by the Rigas family for personal
expenses, Investrend says, citing federal prosecutors.  The
Rigases appealed multiple convictions on charges of conspiracy
and fraud.

                About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Settles Dispute on NBC Rejection Claims
-------------------------------------------------------  
Reorganized Adelphia Communications Corp. and its debtor-
affiliates have reached a settlement agreement resolving certain
NBC Rejection Claims.

In August 2006, National Broadcasting Company, Bravo Company,
CNBC, Inc., MSNBC Cable, L.L.C., and Universal Television
Networks filed Claim Nos. 19606, 19607, 19608, 19609, 19610,
19611, 19612, and 19613 against the ACOM Debtors, asserting about
$11,969,064 plus unliquidated amounts in contract rejection
damages.  Subsequently, the ACOM Debtors disputed the NBC
Rejection Claims.

The Reorganized ACOM Debtors and the NBC Affiliates have decided
to settle their claims dispute.  In a stipulation with the NBC
Affiliates, the Reorganized ACOM Debtors agree to:

   (a) withdraw their objection to the NBC Rejection Claims; and

   (b) grant CNBC a $7,150,000 Allowed ACC Other Unsecured Claim,
       as that term is defined in the ACOM Debtors' First
       Modified Fifth Amended Joint Plan of Reorganization,
       against ACOM.

In return, the NBC Affiliates agree to withdraw the NBC Rejection
Claims.

Both parties further agree to waive and release any and all
claims against each other related to the NBC Rejection Claims and
the Claims Objection.

The parties ask the U.S. Bankruptcy Court for the Southern
District of New York to approve their stipulation.

                About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEROMED SERVICES: Hires Alexis Fuentes-Hernandez as Counsel
-----------------------------------------------------------
Aeromed Services Corp. obtained permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, as its
bankruptcy counsel.

Documents submitted to the Court did not disclose the firm's
specific services to be rendered to the Debtor.

The firm is expected to bill the Debtor $175 per hour for its
services, and has received a $10,000 retainer from the Debtor.

Mr. Fuentes-Hernandez assured the Court that his firm is a
"disinterested person" as that term is defined in Section
101(14) of the U.S. Bankruptcy Code.

                       Subsequent Objection

Donald F. Walton, the U.S. Trustee for Region 21, objected to the
application, telling the Court that Mr. Fuentes-Hernandez holds or
represents an interest adverse to the estate.

Mr. Walton disclosed that the attorney is currently handling a
pending bankruptcy case of Advanced Cardiology Center Corp., of
which the Debtor holds an undisputed, unsecured claim.

Mr. Fuentes-Hernandez however, refutes the objection, contending
that his representations of both Debtors do not create a conflict
of interest.  He argues that the dual representation of Aeromed
and Advanced Cardiology is permissible under Section 327 of the
U.S. Bankruptcy Code, and that the two Debtors share an identity
of interest.

Mr. Fuentes-Hernandez can be reached at:

     Alexis Fuentes-Hernandez, Esq.
     Fuentes Law Offices
     405 San Francisco Street, Suite 4-A
     Old San Juan, Puerto Rico 00901
     Tel: (787) 607-3436
     Fax: (787) 722-5206

Based in San Juan, Puerto Rico, Aeromed Services Corp. --
http://www.aeromedems.com/-- offers air ambulance services.
The company filed for Chapter 11 protection on Jan. 31, 2007
(Bankr. D. P.R. Case No. 08-00518).  Alexis Fuentes-Hernandez,
Esq. represents the Debtor in its restructuring efforts.  The
Debtor's schedules of assets and liabilities reflect total assets
of $2,639,407, and total liabilities of $3,847,262.


ALADDIN MANAGED: Fitch Assigns DR6 Rating on 'C' Rated Notes
------------------------------------------------------------
Effective immediately, Fitch assigned a Distressed Recovery 6
rating to the class A notes of Aladdin Managed LETTRS Fund, Inc.
and subsequently withdrew its ratings on both the class A and
class B notes, as:

  -- $43,000,000 class A rated 'C', assigned 'DR6';
  -- $22,500,000 class B 'C/DR6'.

Aladdin Managed LETTRS Fund, Inc. was a total rate of return
collateralized debt obligation which was liquidated pursuant to a
breach in the termination trigger of its total return swap.  Upon
liquidation of the underlying collateral, both class A and class B
notes received 0% recovery.


AMBAC FINANCIAL: Completes $1 Bil. Public Offering of Common Stock
------------------------------------------------------------------
Ambac Financial Group Inc. completed its $1.155 billion public
offering of 171,111,111 shares of common stock, par value $0.01
per share, at $6.75 per share.  Ambac also placed 14,074,074
shares of common stock in a private placement for $95 million with
two financial institutions.

In addition, Ambac also completed its $250 million public offering
of 5 million equity units, with a stated amount of $50 per unit.
The equity units carry a total distribution rate of 9.5%.  The
threshold appreciation price of the equity units is $7.97 which
represents a premium of approximately 18% over the concurrent
public offering price of Ambac's common stock of $6.75 per share.

"We were able to execute a significant capital raise in a very
challenging market," Michael Callen, chairman and CEO of Ambac
Financial Group, commented.  "For this, we are thankful to our
investors and other market participants for their strong support.  
Throughout this process, we remained focused on our ultimate goal
of safe-guarding and protecting our triple-A franchise.  This is a
critical milestone in our plan to restore market confidence in our
financial strength.  The current market environment offers an
excellent opportunity for Ambac to capitalize on its long-standing
relationships in many sectors."

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

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

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

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

                    About Ambac Financial

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

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

                           *    *    *

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

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


AMORTIZING RESIDENTIAL: Realized Losses Prompts S&P's Rating Cuts
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage pass-through certificates issued by Amortizing
Residential Collateral Trust's series 2002-BC10 and 2004-1.  At
the same time, S&P placed the 'AAA' rating on class A4 from series
2002-BC10 on CreditWatch with negative implications.  Furthermore,
S&P affirmed its ratings on the remaining classes from these two
series.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, which completely eroded the
overcollateralization (O/C) for both the transactions.  O/C for
series 2002-BC10 was reduced to $0 during the February 2008
remittance period, resulting in a realized principal loss of
$5,639.08 for class M3.  O/C for series 2004-1 was depleted in
June 2007, resulting in realized losses for classes B1 and B2 in
June and November 2007, respectively.  Additionally, series 2004-1
entered its step-down period in October 2007 and has continued to
decrease credit support since S&P's last rating action on this
transaction.
     
The downgraded transactions have sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs),
suggesting that the unfavorable performance trends are likely to
continue.  As of the February 2008 remittance report, the severe
delinquencies are $5.588 million, or 20.03% of the current pool
balance, for series 2002-BC10; and $18.831 million, or 15.11%
of the current pool balance, for series 2004-1.
     
S&P placed the 'AAA' rating on class A4 from series 2002-BC10 on
CreditWatch with negative implications due to the current severe
delinquency pipeline relative to anticipated reductions in credit
support during the next several months.  Based on S&P's
projection, class A4 could lose approximately $2.3 million in
subordination over the next several months due to principal
payments to the M1 class as the deal continues to step down.  This
could reduce support provided through subordination to
approximately $5.020 million, while the current severe delinquency
pipeline amounts to $5.588 million.

Additionally, the transaction has suffered increasing loss
severities on liquidations, thereby heightening the risk posed by
these delinquencies.  Based on remittance reports for the past
year, the approximate current-month average loss severities
(calculated as the current-month realized loss or gain divided by
the prior actual balance of the loan) have increased from an
already significant 12-month average of 60.5% to a three-month
average of 71.7%.  S&P will closely monitor the developing
relationship between credit support for the A4 class and
delinquencies.  If current trends continue, S&P will take negative
rating actions on the class A4 certificates.  Conversely, if the
ratio of delinquencies to credit support improves, S&P will affirm
the 'AAA' rating on the class and remove it from CreditWatch.
     
The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Additionally, series 2002-BC10
benefits from a loan-level primary mortgage insurance policy
through Mortgage Guaranty Insurance Corp. (MGIC; 'AA-/Watch Neg'
financial strength rating) covering 58.55% of the 80-plus loan-to-
value loans at origination (to cover them to a LTV of 60%).  The
collateral for these series consists of 30-year subprime, fixed-
or adjustable-rate mortgage loans secured by first liens on
one- to four-family residential properties.
   
                         Ratings Lowered

             Amortizing Residential Collateral Trust
                Mortgage pass-through certificates

                                         Rating
                                         ------
           Series      Class      To                 From
           ------      -----      --                 ----
           2002-BC10   M1         CCC                B
           2002-BC10   M3         D                  CCC
           2004-1      M6         BBB                A-
           2004-1      M7         BB                 BBB+
           2004-1      M8         B                  BB+

              Rating Placed on CreditWatch Negative
  
             Amortizing Residential Collateral Trust
                Mortgage pass-through certificates

                                         Rating
                                         ------
           Series      Class      To                 From
           ------      -----      --                 ----
           2002-BC10   A4         AAA/Watch Neg      AAA

                        Ratings Affirmed

             Amortizing Residential Collateral Trust
                Mortgage pass-through certificates

         Series      Class                         Rating
         ------      -----                         ------
         2002-BC10   M2                            CCC
         2004-1      A5                            AAA
         2004-1      M1                            AA+
         2004-1      M2                            AA
         2004-1      M3                            AA-
         2004-1      M4                            A+
         2004-1      M5                            A
         2004-1      M9                            CCC


ASARCO LLC: Wants to Assume BNY Capital Equipment Lease
-------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to assume its
lease with BNY Capital Resources Corporation with respect to five
haul trucks and various other mining equipment used in ASARCO's
Ray and Mission Mines, and exercise the purchase option under the
Equipment Lease and pay $2,480,711 to BNY.

The payment under the purchase option is comprised of:

   -- $353,662, as the last quarterly rent due;
   -- $400,838, as the total cure amount;
   -- $174,770, as estimated legal cost related to the lease; and
   -- $1,726,211, as the BNY Equipment purchase price.

ASARCO also seeks the Court's authority to pay applicable sales
and property taxes due to BNY on the the equipment, for an amount
mutually agreed by the parties to the lease agreement.

Romina L. Mulloy, Esq., at Baker Botts LLP, in Dallas, Texas,
relates that the BNY Lease will expire on September 30, 2008, and
includes a purchase option provision that must be exercised by
March 30, 2008.

Ms. Mulloy asserts that assumption of the Lease and the related
transactions should be approved on these merits:

   (a) The BNY Equipment is indispensable to ASARCO's successful
       mining operations at its Ray and Mission Mines,
       consequently increasing production and revenue;

   (b) The exercise of the early purchase option would equate to
       a savings of approximately $1,500,000, in regard to four
       of the trucks alone, than if the Debtors purchases them at
       fair market value at $1,000,000, each; and

   (c) The early purchase price, which is 16.3% of the
       $10,494,567, original cost, is competitive with its fair
       market value at the time of the expiration of ASARCO's
       option to purchase the equipment.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/        
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008, to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ASARCO LLC: Court Appoints Examiner but Limits Probe Duties
-----------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas appointed a Chapter 11 examiner in
ASARCO LLC and its debtor affiliates' bankruptcy cases.

Judge Schmidt, however, denied approval of the scope of
investigation to be performed by the examiner proposed by Asarco
Incorporated.  Judge Schmidt ruled that the examiner will not have
any current duties after concluding that "no current matters in
[ASARCO's] case warrants the attention of an examiner."  Any party
has the right to ask the Court to assign specific duties to the
Examiner at any time, Judge Schmidt ruled.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
seven entities objected to Asarco Incorporated's request to
appoint a Chapter 11 examiner:

   1) ASARCO LLC and debtor-affiliates;

   2) Official Committee of Unsecured Creditors for ASARCO LLC;

   3) Official Committee of Unsecured Creditors for the Asbestos
      Subsidiary Debtors and Robert C. Pate, the Future Claims
      Representative;

   4) United Steel, Paper and Forestry, Rubber, Manufacturing,
      Energy, Allied Industrial and Service Workers International
      Union, AFL-CIO;

   5) The U.S. Government;

   6) Harbinger Capital Partners Master Fund I, Ltd., Harbinger
      Capital Partners Special Situations Fund, L.P., and
      Citigroup Global Markets, Inc.; and

   7) Wells Fargo Bank, N.A., as successor Indenture Trustee
      under an Indenture and Bankers Trust Company.

The Objecting Parties pointed out that it is Asarco Inc.'s fifth
attempt to take over the bankruptcy case of ASARCO LLC, and
another attempt to delay the Debtors' reorganization efforts.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/        
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008, to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ASARCO LLC: Settles U.S. Government, Et Al., Claims for $80.8MM
---------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve separate settlement
agreements with:

   (a) BNSF Railway Company entitling BNSF $1,300,000 in general
       unsecured claim response costs at the Tacoma Site, and a
       $12,500, general unsecured claim for the Everett Site; and

   (b) the U.S. Government, the state of Missouri, and The Doe
       Run Resources Corporation, entitling those parties general
       unsecured claims totaling $79,513,162, for response costs
       and natural resource damages at the Southeast Missouri
       Sites.

The $79,513,162 general unsecured claim for the Southeast
Missouri Claimants will be allocated as:

     Claimant                      Settlement Amount
     --------                      -----------------
     U.S. Government on behalf           $37,500,000
     of the Environmental
     Protection Agency   

     U.S. Government on behalf               233,000
     of the Department of the
     Interior  

     The DOI and Missouri on              34,767,000
     behalf of the state's
     Department of Natural
     Resources
               
     Missouri                              1,250,000

     Missouri and Doe Run                  5,000,000

     Doe Run                                 763,162

ASARCO, on the one hand, and BNSF, the U.S. Government, the state
of Missouri, and Doe Run, on the other hand, agree to mutually
release each other from any claims arising out of or in any way
connected with the Everett and Tacoma Smelters.

The Southeast Missouri Settlement further provides that ASARCO's
obligations to perform work pursuant to any outstanding Consent
Decree, Unilateral Administrative Order or Administrative Order
on Consent, including these Administrative Orders will be fully
resolved and satisfied and ASARCO will be removed as party to
those decrees:

   * The Administrative Order on Consent for a Remedial
     Investigation and Feasibility Study for Big River Mine
     Tailings Site (In the Matter of St. Francois County Mining
     Area, Docket No. VII-97-F-0002, Respondents: The Doe Run
     Resources Corporation and ASARCO Incorporated);

   * The Administrative Order on Consent for an Engineering
     Evaluation/Cost Analysis for the Federal Mine Tailings Site
     (In the Matter of Federal Tailings Pile Site, Docket No.
     VII-97-F-0009, Respondents: The Doe Run Resources
     Corporation, ASARCO Incorporated, and the State of Missouri
     Department of Natural Resources, Division of State Parks);
     and

   * The Consent Decree between ASARCO and the State of Missouri
     Department of Natural Resources entered September 6, 1994,
     settling certain claims and requiring that certain work be
     performed related to the Glover Smelter site (ASARCO Inc.,
     Missouri Lead Division v. State of Missouri and Missouri
     Department of Natural Resources, Missouri State Court,
     Circuit Court of Iron County, Missouri, Case No. CV594
     119CC).

The Southeast Missouri Settlement further provides that ASARCO is
entitled to protection from contribution actions or claims as
provided by Section 113(f)(2) of the Comprehensive Environmental
Response, Compensation, and Liability Act and Section 9613(f)(2)
of the U.S. Public Health and Welfare Code, for all matters
addressed in the Settlement, except with respect to the $763,162,
general unsecured claim allowed to Doe Run.

The settlements, according to Tony M. Davis, Esq., at Baker
Botts, L.L.P., in Houston, Texas, are products of a series of
mediation sessions between ASARCO and the creditors in early
September 2007.

Mr. Davis asserts that the settlements resolve many disputed
technical issues that would have significant impact on the
ultimate value of any allowed claim.  Those issues, which would
require significant time and money to resolve, highlight
additional litigation risks faced by the settling parties, he
avers.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/        
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008, to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ATLANTA STRUCTURAL: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Atlanta Structural Products, Corporation
        dba Structural Products Corporation
        4975 Buford Highway
        Norcross, GA 30071

Bankruptcy Case No.: 08-64751

Type of Business: The Debtor manufactures structural wood members.

Chapter 11 Petition Date: March 12, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: John C. Pennington, Esq.
                  John C. Pennington, P.C.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916
                  jcppc@alltel.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
MBH Building Solutions                                 $592,634
c/o Kenneth Hindman, Esq.
100 Peachtree Street, Northwest
Atlanta, GA 30303

Louisiana - Pacific Corp                               $340,925
Noth 13403 Government Way
Hayden Lake, ID 83835

Thomas Young Loan                                      $273,810
3060 Woodvale Court
Alpharetta, GA 30022

Bluelinx                                               $107,913



All Temp Storage                                        $81,296

Penske Truck Leasing Co, LP                             $32,372

Cantrell-McCullogh                                      $18,507

NMHG                                                    $14,269

Citicorp Leasing                                        $13,194

Wells Fargo                                              $6,335

DeLage Landen                                            $4,786

Sprint                                                   $4,700

Baytree Leasing                                          $1,302

Unifirst Corporation                                       $799

Axsa Document Solutions                                    $202


AXIA INC: Decline in Product Demand Spurs Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Axia, Inc.,
including its corporate family rating to Caa2 from B3, its
probability of default rating to Caa3 from Caa1, and its senior
secured bank credit facility to Caa2 from B3.  The ratings outlook
was revised to negative from stable.

The downgrade was prompted by the ongoing decline in demand for
Axia's products, its deteriorating credit metrics, weak liquidity,
and the company's violation of two of the principal financial
covenants under its bank credit facility in the fourth quarter of
2007.  Moody's expects Debt-to-EBITDA leverage to increase to
above 6.5x, and EBIT-to-interest coverage to remain substantially
below 1.0x, driven by declining operating income.

Axia's Caa2 corporate family rating reflects the company's small
size, high financial leverage, weak free-cash-flow, and the
company's dependence on residential home building activity.  The
company's leading market position in the automatic taping and
finishing tools business, strong brand recognition, broad
geographic diversification and strong EBITDA margins partially
mitigate these risks.

The company's debt instruments reflect an overall probability of
default of Caa3.  The Caa2 instrument ratings on Axia's senior
secured term loan and revolving credit facility reflect an LGD3
(33%) loss given default rating, and are rated equally with the
corporate family rating as there is no debt cushion afforded by
junior capital.

These ratings or assessments were affected by this action:

  -- Corporate Family Rating lowered to Caa2 from B3;

  -- Probability-of-Default rating lowered to Caa3 from Caa1;

  -- $175.0 million senior secured bank credit facility lowered to
     Caa2 (LGD3, 33%) from B3 (LGD3, 33%).

Axia, Inc., headquartered in Duluth, Georgia, is a leading
manufacturer, marketer and distributor of ATF tools in North
America.


BEAR STEARNS: Federal Probe to Focus on April 2007 Conference Call
------------------------------------------------------------------
The investigation conducted by the office of the U.S. Attorney
for the Eastern District of New York on the collapse of Bear
Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structured Credit Enhanced  
Leverage Master Fund, Ltd., may focus on a conference call held
in April 2007, Kate Kelly at the Wall Street Journal said, citing
people familiar with the matter.

Specifically, the Journal said New York federal prosecutors have
launched an investigation into whether Ralph Cioffi, the Funds'
former manager, and his colleague, Matthew Tannin, engaged in
securities fraud by telling Fund investors they were optimistic
about the prospects for the Funds when they worried privately
about the funds' future.

The Journal related that according to insider sources, Mr. Cioffi
told investors in April 2007 that the funds were down "just
slightly" for the month.  However, Mr. Cioffi released figures in
May 2007 that revealed that the Enhanced Fund was down 23%
through April, and the Leveraged Fund down to about 5%, the
Journal noted.

The Journal further related that the insider sources added that
around the same time as the April conference, Mr. Cioffi was
holding continuing discussions in internal e-mails with
colleagues about the worrisome state of the credit markets, and
"wondering aloud whether the declines in [the U.S.] subprime
securities would spell trouble for his funds."

New York prosecutors, according to the Journal, are examining
whether any disparity between Mr. Cioffi's statements during the
April 2007 conference and his internal e-mails to colleagues
could constitute fraud.

The Journal reported that in early March 2007, Mr. Cioffi took
$2,000,000 of his own money out of the Enhanced Fund into a third
fund he also managed.  According to the Journal, Mr. Cioffi has
told his associates that the money transfer, which was approved
by compliance officers at Bear Stearns Asset Management, was
intended to show confidence in the third fund.

"The Bear Stearns investigations are significant because the
collapse of the firm's two internal funds helped trigger the
credit crisis, leading other financial firms to eventually re-
price their holdings of mortgage securities," the Journal said.

In other news, the Federal Bureau of Investigation has opened
criminal inquiries into 14 companies as part of an investigation
of the subprime-mortgage crisis, which investigation is focusing
on accounting fraud, securitization of loans and insider trading.

The Journal said that the FBI has not identified the companies
under investigation but said it is looking into allegations of
fraud in various stages of the mortgage process, from companies
that bundled the loans into securities to the banks that ended up
holding them.

The Journal noted that FBI officials involved in the
investigation have said that they are working with the U.S.
Securities and Exchange Commission, which has initiated more than
three dozen investigations in the subprime-mortgage business,
including the role of mortgage brokers, investment banks and due
diligence companies involved in the underwriting and
securitization of loans.

                     About Bear Stearns Funds

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

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

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR SWAMP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bear Swamp Road Associates, LLC
        53 Flock Road
        Mercerville, NJ 08619

Bankruptcy Case No.: 08-14304

Chapter 11 Petition Date: March 11, 2008

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Scott Eric Kaplan, Esq.
                     (kaplanlaw1@verizon.net)
                  Professional Center at Hamilton
                  2083 Klockner Road
                  Hamilton, NJ 08690
                  Tel: (609) 587-2800

Estimated Assets: $1 million to $100 million

Estimated Debts:      $100,000 to $1 million

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


BENCHMARK ELECTRONICS: Earns $21 Million in 2007 Fourth Quarter
---------------------------------------------------------------
Benchmark Electronics Inc. reported net income of $21.0 million
for the fourth quarter ended Dec. 31, 2007.  In the comparable
period of 2006, net income was $28.0 million.  

Sales were $735.0 million for the quarter ended Dec. 31, 2007,
compared to $737.0 million for the same quarter in the prior year.

Excluding restructuring charges, integration costs, amortization
of intangibles and the impact of stock-based compensation costs,
the company would have reported net income of $25.0 million in the
fourth quarter of 2007.  Excluding restructuring charges and the
impact of stock-based compensation costs, the company would have
reported net income of $29.0 million in the fourth quarter of
2006.

Sales for the years ended Dec. 31, 2007, and 2006, were each
$2.9 billion.  Net income for the year ended Dec. 31, 2007, was
$93.0 million.  In the prior year, net income was $112.0 million.

Excluding restructuring charges, integration costs, amortization
of intangibles, the impact of stock-based compensation costs and a
discrete tax benefit related to a previously closed facility, the
company would have reported net income of $98.0 million in 2007.
Excluding restructuring charges, the impact of stock-based
compensation expense and a tax benefit resulting from the closure
of the company's UK facility, the company would have reported net
income of $113.0 million in 2006.

"In 2007 we achieved several major goals  we expanded our
customer base, enhanced our manufacturing and engineering
capabilities, completed the integration of recent acquisitions,
and realigned our manufacturing facilities," said Cary T. Fu, the
company's chief executive officer.  "We are delighted to have the
heavy lifting behind us.  We are on an excellent pathway for
increased business from new and existing customers in 2008."

As of Dec. 31, 2007, the company had cash and cash equivalents
totaling $199.2 million, short-term investments totaling
$182.8 milllion and $99.7 million available for borrowings under
its revolving credit line.

During the period from July 25, 2007, to Dec. 31, 2007, the
company repurchased a total of 2.6 million common shares for
$53.0 million at an average price of $20.33 per share.  Through
Feb. 27, 2008, the company has repurchased a total of 4.1 million
shares for $77.3 million at an average price of $18.86 per share.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.76 billion in total assets, $474.3 million in total
liabilities, and $1.29 billion in total stockholders' 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?291c

                   About Benchmark Electronics

Headquartered in Angleton, Texas, Benchmark Electronics Inc.
(NYSE: BHE) -- http://www.bench.com/-- is in the business of  
manufacturing electronics and provides its services to original
equipment manufacturers of computers and related products for
business enterprises, medical devices, industrial control
equipment, testing and instrumentation products, and
telecommunication equipment.  Benchmark's global operations
include 20 facilities in ten countries.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service assigned a Ba2 (LGD-3, 39%) rating to
Benchmark Electronics Inc.'s new 5-year $100 million senior
secured revolving credit facility due 2012 and affirmed the
company's Ba3 corporate family rating.  The rating outlook is
stable.


B/E AEROSPACE: Earns $42.3 Million in Fourth Quarter 2007
---------------------------------------------------------
B/E Aerospace, Inc. disclosed financial results for the fourth
quarter and full year 2007.

Net earnings for the fourth quarter were $42.3 million, as
compared with net earnings of $21.7 million in the fourth quarter
of 2006.  Net earnings increased by $20.6 million, or 94.9%, as
compared with the fourth quarter of the prior year.

The 57.9% growth in operating earnings as compared to the fourth
quarter of last year was driven by a 44.1% increase in revenues
and a 120 basis point expansion in operating margin.  Revenue
growth was driven by robust market conditions, market share gains,
and particularly strong aftermarket retrofit program revenues from
major international airlines.  The 14.6% operating margin was 120
basis points higher than the same period last year reflecting the
high in quality backlog and operating leverage at the higher
revenue level despite start up and learning curve costs on new
programs, primarily in the seating and engineering services
segments.

For the year ended Dec. 31, 2007, revenues were $1.68 billion, an
increase of 48.7% as compared with the prior year.  Operating
earnings for 2007 were $247.0 million, or 66.6% greater than the
prior year.  The operating earnings growth was driven primarily by
the 48.7% increase in revenue and a 160 basis point expansion in
operating margin to 14.7 percent of sales, reflecting operating
leverage at the higher revenue level, despite acquisitions and
costs related thereto in the distribution and interior systems
segments, and start up and learning curve costs on new programs
primarily in the seating, business jet and engineering services
segments.  Revenue growth was driven by robust market conditions
and market share gains, and included strong retrofit program
deliveries as well as an increase in demand related to growth in
new aircraft deliveries.  Organic revenue and operating earnings
growth for the year ended Dec. 31, 2007 were 41.0% and 68.9%,
respectively.

For the year ended Dec. 31, 2007, earnings before income taxes of
$215.1 million were $125.1 million, or 139.0%, greater than in
2006.  For the full year 2007, net earnings of $147.3 million were
$61.7 million, or 72.1%, greater than net earnings in 2006.

At Dec. 31, 2007, B/E Aerospaces debt-to-capital ratio was 11%.  
Net debt at Dec. 31, 2007 was $70 million, which represents
total debt of $152 million less cash and cash equivalents of
$82 million.  At Dec. 31, 2007, the company had no borrowings on
its $200 million revolving credit facility.  Working capital
at Dec. 31, 2007 was $711.6 million, which increased by
$255.6 million, or 56.0%, as compared with the prior year as a
result of the nearly 50% increase in revenues, substantial
investments in inventories associated with the product line
expansion in the distribution segment and to support the record
$2.2 billion backlog.  Capital expenditures during 2007 were
$32.6 million, as compared with $24.1 million in the prior year.  
Depreciation and amortization in 2007 was $35.0 million as
compared to $29.4 million in 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.7 billion and total liabilities of $518.2 million, resulting
in a $1.2 billion stockholders' equity.  Equity, as of Dec. 31,
2006, was $706.0 million.

Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV)
-- http://www.beaerospace.com/-- manufactures aircraft cabin
interior products, and is an aftermarket distributor of aerospace
fasteners.  B/E designs, develops and manufactures a broad range
of products for both commercial aircraft and business jets. B/E
manufactured products include aircraft cabin seating, lighting,
oxygen, and food and beverage preparation and storage equipment.
The company also provides cabin interior design, reconfiguration
and passenger-to-freighter conversion services.  B/E sells and
supports its products through its own global direct sales and
product support organization.

                          *      *      *

On May 2007, Moody's Investors Service assigned B/E Aerospace,
Inc. a Ba2 corporate family rating, a Ba1 senior secured credit
facility rating and a B1 senior unsecured note rating.  The
ratings still hold to date.


BLUE RIVER: Plans Orderly Liquidation of Municipal Bond Fund
------------------------------------------------------------
Blue River Asset Management intends to undergo an "orderly
liquidation" of its municipal bond fund, which used to have $1
billion in assets, Dane Hamilton of Reuters reports, citing
sources knowledgeable with the issue.

The sources told Reuters that Blue River, with the help of JP
Morgan Chase & Co., pooled about $110 million in investment money
and will put up a new domestic fund to continue its operations.

Various reports say that the raised money was intended to prevent
a "collapse."

Blue River refused to comment on the matter, Reuters says.

Reuters reveals that Blue River barred investors from redeeming
their money from the fund early March 2008.  According to the
report, Blue River intends to inform investors about the planned
liquidation.

Reuters says that the leverage level of Blue River could not be
determined yet.

Blue River is among the several hedge funds selling off their
assets due to the ongoing crisis in the financial market.

Blue River Asset Management -- http://www.blueriverfunds.com/--  
is a hedge fund in the United States.


BUFFETS HOLDINGS: U.S. Trustee Amends Creditors Committee
---------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
amended the list of the members of the Official Committee of
Unsecured Creditors in Buffets Holdings Inc. and its debtor-
affiliates' bankruptcy cases.  The U.S Trustee took out Western
Asset Management Company.

Based on the amended list, the members of the Committee are:

     (1) Commissary Operations, Inc.
         Attn: Lloyd Baldridge
         2629 Eugenia Avenue
         Nashville, TN 37211
         Tel No.: 615-231-4401
         Fax No.: 615-231-4450

     (2) HSBC Bank USA, National Association
         Attn: Sandra E. Horwitz
         10 East 40th Street
         New York, NY 10016
         Tel No.: 212-525-1358
         Fax No.: 212-525-1300

     (3) Kimco Realty Corporation
         Attn: Raymond Edwards
         3333 New Hyde Park Rd.
         New Hyde Park, NY 11042
         Tel No.: 516-869-2586
         Fax No.: 516-336-5686

     (4) Levine Leichtman Capital Partners Deep Value Fund L.P.
         Attn: Jason Schauer
         335 North Maple Drive, Suite 130
         Beverly Hills, CA 90210
         Tel No.: 310-275-5335
         Fax No.: 310-275-1305

     (5) The Coca-Cola Company
         Attn: John Lewis, Jr.
         One Coca Cola Plaza
         Atlanta, GA 30311
         Tel No.: 404-676-4016
         Fax No.: 404-598-4016

     (6) Van Eerden Food Service
         Attn: Daniel Van Eerden
         650 Ionia Avenue, S.W.
         P.O. Box 3110
         Grand Rapids, MI 49501
         Tel No.: 616-475-0900
         Fax No.: 616-774-3973

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.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets, Inc.,       
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse
restaurants, and franchises sixteen steak-buffet restaurants in
six states.  The restaurants are principally operated under the
Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain
brands.  Buffets, Inc. employs approximately 37,000 team members
and serves approximately 200 million customers annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


BUFFETS HOLDINGS: Otterbourg Steindler as Panel's Counsel Approved
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets Holdings
Inc. and its debtor-affiliates obtained authority from the United
States Bankruptcy Court for the District of Delaware to retain
Otterbourg Steindler Houston & Rosen PC as counsel.

As reported in the Troubled Company Reporter on Feb. 20, 2008
the Committee said that it selected Otterbourg because of the
firm's extensive experience in, and knowledge of, business
reorganizations under Chapter 11 of the Bankruptcy Code.  The
Committee believed that Otterbourg is qualified to represent it
in a cost-effective, efficient and timely manner.

Specifically, the Committee needs Otterbourg to:

   -- assist and advise the Committee in its consultation with
      the Debtors relative to the administration of the Chapter
      11 cases;

   -- attend meetings and negotiate with the representatives of
      the Debtors and other parties-in-interest;

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

   -- assist the Committee in the review, analysis, and
      negotiation of any plan of reorganization or asset
      acquisition proposals that may be filed and to assist the
      Committee in the review, analysis, and negotiation of
      disclosure statements;

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

   -- take all necessary action to protect and preserve the
      interests of the Committee, including:

         * possible prosecution of actions on its behalf;

         * if appropriate, negotiations concerning all litigation
           in which the Debtors are involved; and

         * if appropriate, review and analysis of claims filed
           against the Debtors' estates;

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

   -- appear, as appropriate, before courts and the Unites States
      Trustee, and to protect the interests of the Committee
      before the courts and the Trustee; and

   -- perform all other necessary legal services.

Otterbourg will be paid for its legal services on an hourly basis
and will be reimbursed for its actual, reasonable and necessary
out-of-pocket disbursements:

           Partner & Counsel         $530 to $795
           Associate                  245 to  575
           Paralegal                  175 to  205

Glen B. Rice, Esq., a member of Otterbourg, assured the Court
that the firm does not have any connection with the Debtors,
their creditors or any other party-in-interest; does not have any
interests adverse to the Committee which would preclude it from
acting as counsel to the Committee in matters upon which it is to
be engaged; and is a "disinterested person" as that term is
applied in Section 101(14) of the Bankruptcy Code.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets, Inc.,       
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse
restaurants, and franchises sixteen steak-buffet restaurants in
six states.  The restaurants are principally operated under the
Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain
brands.  Buffets, Inc. employs approximately 37,000 team members
and serves approximately 200 million customers annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


BUFFETS HOLDINGS: Can File Schedules and Statements Until April 7
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted Buffets Holdings Inc. and its debtor-affiliates an
additional 45 days, until April 7, 2008, to file schedules of
assets and liabilities and statements of financial affairs.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, related that the necessity of the
extension is largely due to the Debtors' more than 200 creditors,
the size and complexity of the Debtors' businesses, and the
limited staffing available to gather, process and complete the
Schedules and Statements.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, a debtor is required
to file a schedule of assets and liabilities; schedule of current
income and expenditures; schedule of executory contract and
unexpired leases; and statement of financial affairs within 15
days after the Petition Date.

Under Rule 1007-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District
of Delaware, that deadline is automatically extended to 30 days
after the Petition Date if (i) the debtor has more than 200
creditors and (ii) the debtor's bankruptcy petition is
accompanied by a list of all of the debtor's creditors and their
addresses.

In addition, Ms. Morgan said that since the Petition Date, and
during the course of preparing the Schedules and Statements, the
Debtors have been performing many critical tasks to position
themselves to maximize value for their creditors.  She contended
that the time required to perform the tasks has necessarily
limited the amount of time that the Debtors have been able to
commit to preparing the Schedules and Statements.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets, Inc.,       
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse
restaurants, and franchises sixteen steak-buffet restaurants in
six states.  The restaurants are principally operated under the
Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain
brands.  Buffets, Inc. employs approximately 37,000 team members
and serves approximately 200 million customers annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CAPRI CONDOMINIUMS: Wants to Hire Gill Johnson as Appraiser
-----------------------------------------------------------
The Capri Condominiums Limited Partnership asks permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Gilbert P. Johnson of Gill Johnson Appraisal as its
appraiser.

Gill Johnson's primary services will include:

     a) all research, analysis, and drafting necessary to prepare
        an appraisal of the Development, and separate appraisals
        of each of the Units, together with such related opinions
        as are necessary to address absorption questions, and any
        alternatives that might be urged by the Bank;

     b) all research, analysis, and drafting necessary to critique
        an appraisal of the Development that is anticipated by the
        Bank, and any other criticism that is complaint with
        USEPAP standard;

     c) preparation for and representation at Johnson's deposition
        as an expert witness, follow-up analysis in the event that
        such a deposition raises new issues or questions that must
        be investigated, and testimony at one or more evidentiary
        before this Court; and

     d) preparation for and presence at depositions and
        evidentiary hearings involving testimony of other experts,
        professionals, or business-oriented fact witnesses, so as
        to ensure the accuracy of the professional opinions that
        are being rendered.

The firm will charge the Debtor with a flat rate of $125 per hour.

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

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.

     
CAPRI CONDOMINIUMS: Asks Court OK to Hire RealtySouth as Broker
---------------------------------------------------------------
The Capri Condominium Limited Partnership asks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
John McGill and RealtySouth as its brokers.

RealtySouth is expected to provide marketing and brokerage
services of the Debtor's property located at 1300 27th Place
South, in Birmingham, Alabama.

The documents submitted to the Court do not disclose the firm's
billing rate.

Mr. McGill 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.

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

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


CARIBBEAN ISLAND: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Caribbean Island Adventures, Inc.
        6545 Glucksberg
        St. John, VI 00830

Bankruptcy Case No.: 08-30003

Chapter 11 Petition Date: March 12, 2008

Court: District Court of the Virgin Islands

Judge: Judith K. Fitzgerald

Debtor's Counsel: Benjamin A. Currence, Esq.
                     (currence@surfvi.com)
                  P.O. Box 6143
                  St. Thomas, VI 00804-6143
                  Tel: (340) 775-3434

Total Assets: $4,000,093

Total Debts: $2,100,202

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Morris Caribbean Publication,  trade debt            $3,040
P.O. Box 11199
St. Thomas, VI 00801-4199

Government of the VI; Tax      taxes                 $810
Assessor's Office
P.O. Box 488
St. John, VI 00831

Government of the VI;          taxes                 $800
Corporations's Division
18 Kongens Gade
St. Thomas, VI 00802

State of Delaware              taxes                 $294


CARLYLE CAPITAL: Lenders Ready to Pounce on Assets; Nears Collapse
------------------------------------------------------------------
Carlyle Capital Corp. disclosed that its lenders are intent on
seizing its assets after deals calling for standstill agreements
with lenders fell through, Edward Evans of Bloomberg News reports.

According to company statements, around $16.6 billion of the
fund's debts recently defaulted, Bloomberg says.  The funds co-
founder David Rubenstein was "surprised" that the deals failed.

"If Carlyle's lenders want their money right away, they'll
liquidate the fund... [T]hat will put pressure on already stressed
credit markets," London analyst Hank Calenti told Bloomberg.  Debt
that will remain at Carlyle will "soon" default, relates
Bloomberg.

As reported in the Troubled Company Reporter on March 13, 2008,
Deutsche Bank AG and J.P. Morgan Chase & Co. rejected Carlyle
Capital's plea to enter into a standstill agreement with lenders
to prevent liquidation of the hedge fund's $16 billion in
securities.  The Carlyle Group had been engaged 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.

About $5.7 billion out of Carlyle Capital's $21 billion assets
held as collateral was liquidated on March 10, 2008.  Deutsche
Bank liquidated part of Carlyle Capital's assets because of its
slow response to the bank's demand to put up additional capital.

According to a March 5 letter, Carlyle Capital CEO John Stomber
stated that he was frustrated about dealers becoming extra tight
and cautious with their credit standards despite The Carlyle
Group's support.  In his letter, Mr. Stomber called for a meeting
with lenders early this week to talk about getting financing.  In
turn, Deutsche Bank sent a default notice to Carlyle demanding a
statement on its financial status.

Bloomberg recounted 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.

                      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.


CENTERPOINT ENERGY: Earns $108 Million in 2007 Fourth Quarter
-------------------------------------------------------------
CenterPoint Energy Inc. reported net income of $108.0 million for
the fourth quarter ended Dec. 31, 2007, compared to $67.0 million
for the same period of 2006.

Results for the fourth quarter of 2006 were reduced by
$12.0 million related to the resolution of the company's Zero
Premium Exchangeable Subordinated Notes tax issue.  Excluding this
item, net income for the fourth quarter of 2006 would have been
$79.0 million, compared to $108.0 million for the fourth quarter
of 2007.

Net income for the year 2007 was $399.0 million, compared to
$432.0 million for 2006.  Results for the year 2006 were favorably
impacted by $92.0 million due to the resolution of the ZENS tax
issue but were negatively impacted by $21.0 million from a
settlement related to the company's 2001 unbundled cost of service
order issued by the Texas Public Utility Commission.  Excluding
the net effect of these items, net income for the year 2006 would
have been $361.0 million, compared to $399.0 million for the year
2007.

"I am very pleased with the overall financial results that we are
reporting today," said David M. McClanahan, president and chief
executive officer of CenterPoint Energy.  "Our natural gas
utilities showed significant improvement reflecting actions we
have taken to enhance the operational and financial performance of
this business.  Our interstate pipelines and field services
businesses turned in strong performances and our electric utility
and competitive natural gas marketing businesses had a very solid
year.  Our company is well positioned to continue to take
advantage of opportunities in each of our businesses."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$17.87 billion in total assets, $16.06 billion in total
liabilities, and $1.81 billion in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2.79 billion in total current
assets available to pay $3.79 billion 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?291d

                  About CenterPoint Energy Inc.

Headquartered in Houston, Texas, CenterPoint Energy Inc.
(NYSE: CNP) -- http://www.CenterPointEnergy.com/-- is a domestic
energy delivery company that includes electric transmission &
distribution, natural gas distribution, competitive natural gas
sales and services, interstate pipelines and field services
operations.  The company serves more than five million metered
customers primarily in Arkansas, Louisiana, Minnesota,
Mississippi, Oklahoma, and Texas.

                          *     *     *

Moody's Investor Service placed CenterPoint Energy Inc.'s issuer,
bank loan debt and senior unsecured debt ratings at 'Ba1' in July
2005.  These ratings still hold to date with a stable outlook.


CENTRAL ILLINOIS: Hires Brent King as Chief Restructuring Officer
-----------------------------------------------------------------
Central Illinois Energy LLC employed Brent King as its chief
restructuring officer in January 2008, Ethanol Producer Magazine
reports.

According to the report, Mr. King has 20 years of managerial
experience in the agricultural and manufacturing industries.

Mr. King is expected to assist in the bankruptcy proceedings of
Central Illinois Energy and look for new owners by April 15, 2008,
Magazine relates.

Mr. King told Magazine that they have two months to complete the
plant in Canton, which was previously suspended, and then begin
operations.

                  About Central Illinois Energy

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  The U.S. Trustee for Region
10 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors in this case.  When the Debtor filed for
protection from its creditors, it listed assets between $1 million
to $100 million, and more than $100 million in liabilities.


CHARTER COMMUNICATIONS: Prices $520 Million 2nd Lien 2014 Notes
---------------------------------------------------------------
Charter Communications Inc.'s subsidiary, Charter Communications
Operating LLC agreed to issue $520 million principal amount of
10.875% 2nd lien notes due 2014, which are to be guaranteed by CCO
Holdings LLC and certain subsidiaries of Charter Operating, in a
private transaction.

The purchase price of the notes will be approximately 96.1% of the
principal amount.

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

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


CHARTER COMMUNICATIONS: Moody's Holds Ratings After Debt Issue
--------------------------------------------------------------
Moody's Investors Service affirmed all ratings for Charter
Communications, Inc. and its subsidiaries following the upsized
debt issuance completed by Charter Communications Operating, LLC,
including an extra $225 million (to $500 million) on the senior
secured (1st lien) term loan and $20 million (to $520 million) of
incremental issuance on the senior secured (2nd lien) notes, both
due 2014.

Ratings for approximately 60% of the company's debt had been
affirmed (with the balance being lowered by one notch) when the
transactions were initially announced yesterday.

In accordance with expectations, the new debt was issued at a
discount to par (approximately 96%) and successfully cleared the
market at reasonably attractive rates from the company's
perspective.  Moody's notably views these transactions as now
effectively ensuring the adequacy of Charter's liquidity profile
(short of a covenant breach, which is not expected) at least
through the full year of 2009 (whereas previously Moody's had
concerns about a potential liquidity shortfall in the second
quarter of 2009), and likely into the early part of 2010.  Of
course a large ($2.3 billion) maturity looms thereafter in the
third quarter of 2010, and more than $14 billion comes due between
2011 and 2014 (nearly $10 billion in 2014).  

"Notwithstanding the immediate liquidity boost, we are skeptical
that operational improvements and organic growth alone will be
sufficient to ensure continued capital markets access at these
much more significant levels, particularly as the senior-most
tranches available to the company get maxed out," noted Moody's
Senior Vice President Russell Solomon.  "Our ratings continue to
incorporate the expectation that approximately half of these
intermediate-term maturities may ultimately still be compromised
pursuant to a larger scale balance sheet restructuring," Solomon
added.

These list summarizes the affirmation of all current ratings,
along with associated LGD rates for the rated debt instruments,
some of which have changed slightly from yesterday's release due
to the aforementioned upsizing of the new debt issuances.

Charter Communications, Inc.

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

Charter Communications Holdings, LLC.

  -- Senior unsecured notes: Ca (LGD5 -- 84%)

CCH I Holdings, LLC.

  -- Senior unsecured notes: Caa3 (LGD5 -- 77%)

CCH I, LLC.

  -- Senior secured notes: Caa3 (LGD4 -- 59%)

CCH II, LLC.

  -- Senior notes: Caa2 (LGD3 -- 42%)

CCO Holdings, LLC.

  -- Senior notes: Caa1 (LGD3 -- 33%)
  -- Term Loan: Caa1 (LGD3 -- 33%)

Charter Communications Operating, LLC.

  -- Senior secured (2nd lien) notes: B3 (LGD2 -- 23%)

  -- Senior secured (1st lien) Revolver & Term Loan: B1
     (LGD1 -- 6%)

  -- Rating Outlook: Stable

  -- Speculative Grade Liquidity Rating: SGL-3

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


CHARTER COMMUNICATIONS: S&P Chips Debt Rating on CCI's Unit to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on the
second-lien portion of Charter Communications Operating LLC's
proposed $1.02 billion new senior secured financing, which
consists of a $500 million first-lien incremental term loan and a
$520 million second-lien notes issue (the co-borrower on the notes
is Charter Communications Operating Capital Corp.).  

The ratings are being revised solely as a result of the increase
in transaction size since S&P's ratings on these new issues were
initially assigned on March 11.  Charter Communications Operating
LLC is an indirect subsidiary of Charter Communications Inc.
     
The issue-level rating on the first-lien incremental term loan
remains at 'B+' (two notches higher than the 'B-' corporate credit
rating on Charter Communications Inc.) and the recovery rating on
this debt remains at '1', indicating that lenders can expect very
high (90%-100%) recovery in the event of a payment default.
     
S&P lowered the issue-level rating on the company's 10.875%
second-lien notes to 'B-' (at the same level as the corporate
credit rating) from 'B', while revising the recovery rating on
this debt to '3', indicating that lenders can expect meaningful
recovery in the event of a payment default (50%-70%), from '2'.   
The new term loan and notes are pari passu with their respective
existing instruments and possess substantially similar terms and
conditions.
     
The issue-level rating on Charter Communications Operating LLC's
previously existing second-lien notes was also lowered to 'B-'
from 'B' to correspond with the 'B-' issue rating on the proposed
new second-lien notes, and the recovery rating on this debt was
revised to '3' from '2'.

                          Ratings List

                        Ratings Revised

                                  To                 From
                                  --                 ----

   Charter Communications Operating LLC

        Second-Lien Debt          B-                 B
        Recovery Rating           3                  2


CHRISTINE STAUFFER: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Christine F. Stauffer
        1425 E. Stuart Street
        Fort Collins, CO 80525

Bankruptcy Case No.: 08-12829

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------

Type of Business:

Chapter 11 Petition Date: March 10, 2008

Court: District of Colorado (Denver)

Debtor's Counsel: Michael J. Pankow, Esq.
                  410 17th Street
                  22nd Floor
                  Denver, CO 80202
                  Tel: 303-223-1100
                  Fax: 303-223-1111
                  mpankow@bhfs.com

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Karen E. Hayes                   civil judgment    $2,213,177
Attn: Peter S. Dusbabek
Montgomery, Kolodny, Amatuzio
& Dusbabek LLP
2625 Redwing Road, Suite 200
Fort Collins, CO 80526

WorldPoints                      line of credit    $67,280
Attn: Bank of America
P.O. Box 15026
Wilmington, DE 19850-5026

United Mileage Plus              line of credit    $30,702
P.O. Box 15298
Wilmington, DE 19850-5298

Mountain Gymnastics T.C. Inc.                      $954

North Shore Gas                  utility bill      $587

Pacific Life                     life insurance    $434

Xcel Energy                      utility bill      $425

Mollie Painton PsyDInterplay                       $360

Fort Collins Utilities           utility bill      $353

AT & T Mobility                  phone bill        $211


CHRYSLER LLC: Sells Tritec Motors in Brazil to Fiat Powertrain
--------------------------------------------------------------
Chrysler LLC signed an agreement to transfer full ownership of
Tritec Motors Ltda. to Fiat Powertrain Technologies.  The purchase
includes the facilities, manufacturing unit, production lines and
the license to produce the current range of products.

The Tritec Motors plant is located in the town of Campo Largo in
the Curitiba metropolitan area, in the southern Brazilian state of
Parana.

"The announcement is great news and provides a stable future for
Tritec under the ownership of Fiat Powertrain Technologies," said
Chrysler Vice Chairman and President Tom LaSorda.

Total investment Of FPT in this initiative will amount to
BRL250 million (EUR83 million) including further development
costs.  In addition to acquiring one of the worlds most modern
engine factories, FPT also disclosed that the Campo Largo
manufacturing unit will produce a new range of mid-size gasoline
and flex-fuel engines.  This product will be developed jointly by
the Engineering Centers in Betim and Torino, working together with
staff at the Campo Largo plant.  The acquisition of this plant by
FPT  FIAT Powertrain Technologies will create approximately 500
direct jobs and 1,500 indirect jobs, thus contributing
significantly to economic growth in the city of Campo Largo, the
local industrial district and the entire state of Parana.

According to Alfredo Altavilla, FPT CEO, acquiring the Campo
Largo manufacturing facility will enable us to reach two main
strategic goals: first, to attract an even larger number of non-
captive customers for this product. Secondly, to widen our product
portfolio, offering a new extremely modern and competitive product
range.

                          Tritec Motors

Tritec Motors was established in 1996 between Chrysler and the BMW
Group to manufacture 1.4- and 1.6-liter four-cylinder gasoline
engines.  The Tritec name stands for the union of the three
countries involved: Germany, the United States, and Brazil.

The plant was built on a 314-acre (1.27 million square meter) plot
of land.  Construction of the 430,556 square foot (40,000 square
meter) facility began in April 1998 and was completed by January
1999.  The first motor was assembled in September of that same
year.

Built according to strict quality and technology standards, the
gasoline powered, four-cylinder, 16-valve 1.6- and 1.4-liter
engines were destined for export, formerly equipping all BMW MINI
models worldwide; the Chrysler PT Cruiser in South Africa, Europe
and other foreign markets; and formerly, the Chrysler (Dodge) Neon
sold outside North America.

                       About FIAT Powertain

Fiat Powertrain Technologies S.p.A. was set up in March 2005 to
pool all of the Fiat Groups expertise in engines and
transmissions, and combine all of the powertrain resources of Fiat
Group Automobiles, Iveco Motors, and Fiat Research Center and
Elasis.

Through its Powertrain Research & Technology unit, FTP conducts
advanced engineering and research work to ensure that it maintains
its technological excellence.  In South America, FPT has 3,500
employees, three plants (Betim and Sete Lagoas in the Brazilian
state of Minas Gerais, and Cordoba in Argentina) and a research
center in Betim, focused on developing alternative fuel engines.

                         About Chrysler LLC

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.


CHRYSLER LLC: Wants District Court to Study Bankr. Court Rulings
----------------------------------------------------------------
Chrysler LLC asks the U.S. District Court for the Eastern District
of Michigan to review the tool dispute rulings given by the
Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan.

As reported in the Troubled Company Reporter on March 4, 2008,
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada
Inc., took an appeal under 28 U.S.C. Section 158(a) before the
District Court from the orders of Judge Shefferly that denied:

   i) the lifting of the automatic stay to allow Chrysler to
      regain possession of tooling located in Plastech Engineered
      Products Inc. and its debtor-affiliates' plants; and

  ii) issuance of a preliminary injunction in connection with the
      proposed recovery of tooling equipment.

Judge Shefferly said in a court opinion that the Debtors needed
to keep the tooling equipment to faciliate them in their
reorganization.  The balancing of interests favored Plastech, the
Court said.

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  In addition, the Court was
convinced that if Chrysler takes immediate possession of the
tooling, the Debtor will not be able to continue to provide parts
uninterrupted to its other major customers and therefore any
prospect of an effective reorganization will be lost.

The Chrysler Group therefore asks the District Court to determine
whether the Bankruptcy Court:

    -- erred in concluding that the Debtors' mere possession of
       certain tooling was sufficient to invoke the automatic
       stay under Section 362(a) of the Bankruptcy Code, where
       the Court agreed with Chrysler that it has a right to
       immediate possession of the tooling and where established
       caselaw provides that possession of property is sufficient
       to invoke the automatic stay only if there is some right
       of possession, i.e., "a good-faith, colorable claim to
       possession;"

    -- abused its discretion in denying Chrysler's motion to lift
       the automatic stay, where Chrysler established grounds to
       lift the stay under both Section 362(d)(1) ("cause" to
       lift the stay) and Section 362(d)(2) (debtor does not have
       equity in the property and the property is not "necessary
       to an effective reorganization");

    -- clearly erred in finding that Chrysler did not demonstrate    
       "cause" under Section 362(d)(1) of the Bankruptcy Code to
       lift the automatic stay and allow Chrysler to immediately
       recover its tooling, where the Bankruptcy Court relied
       solely on the "early stages" of the case as a basis to
       disregard what the court acknowledged as Chrysler's clear
       and unambiguous contractual rights;

    -- erred in finding that there was no "cause" to lift the
       automatic stay, and that Chrysler's tooling was
       "necessary" to the Debtors' "effective reorganization,"
       where the continued possession of such tooling (as opposed
       to the receipt of revenue from Chrysler resulting from the
       production of component parts) would have no financial
       impact on the Debtor and would not avoid the financial
       harm on which the Bankruptcy Court relied in reaching its
       decision;

    -- clearly erred in permitting the Debtors to hold Chrysler'
       tooling hostage and, as a result, compelling Chrysler to
       continue purchasing component parts from the Debtors
       against its will;

    -- abused its discretion in denying Chrysler's request
       for injunctive relief, where the court agreed with
       Chrysler that it had a likelihood of success on the merits
       with respect to its right to demand possession of the
       tooling, and where Chrysler further demonstrated that:
     
       (a) without an injunction it will suffer irreparable harm
           in the form of immediate plant closures and loss of
           goodwill if it does not accede to the Debtors'    
           financial demands;

       (b) such harm outweighs any potential harm to the Debtors  
           if an injunction were to issue, and;

       (c) an injunction would serve the public interest by
           preventing the Debtors from using their Chapter 11    
           bankruptcy filing as a means of holding Chrysler's
           tooling hostage to extract financial accommodations
           from Chrysler;

    -- erred in relying on Chrysler's alternative request for
       specific performance under its contracts with the Debtors  
       as a basis for denying Chrysler's request for injunctive
       relief, where Chrysler's entitlement to specific
       performance was irrelevant to Chrysler's request for
       immediate possession of its tooling;
  
    -- clearly erred in finding that Chrysler could not show
       irreparable injury in the absence of an injunction since
       any resulting damages to Chrysler "are compensable by
       money," where the court failed to consider the fact that
       the Debtors' insolvency renders it unlikely that Chrysler
       could ever recover damages, and where the Court also
       disregarded the evidence presented by Chrysler as to the
       catastrophic harm it will suffer from an interruption in
       the supply of parts to its plants, including irreparable
       harm to Chrysler's goodwill with its other suppliers and
       customers, that is difficult, if not impossible, to
       calculate;
                                                 
    -- clearly erred in relying on purported harm to the Debtors'
       other Major Customers to justify its denial of Chrysler's
       request for relief from the automatic stay and for
       immediate possession of its tooling, where the testimony
       and evidence revealed that:

       (a) the tooling is used only to produce parts for
           Chrysler;

       (b) any harm to the Debtors would consist solely of a loss  
           of revenue from the inability to continue to produce
           parts for Chrysler, and;

       (c) that the Debtors' other Major Customers, including
           General Motors Corporation, Ford Motor Company, and
           Johnson Controls, Inc., all supported Chrysler's right
           to immediate possession of its tooling;

    -- erred as a matter of law in relying on the so-called
       "policy considerations of Chapter 11" to trump Chrysler's
       contract rights under state law and to allow the Debtors
       to effectively hold Chrysler's tooling hostage to extract
       financial concessions, even though the court acknowledged  
       that:

       (a) Chrysler's contracts with the Debtors "are clear and
           unambiguous in conferring upon Chrysler the right to
           take immediate possession of the tooling," and;

       (b) that Chrysler will suffer harm "either by having to
           contribute additional financial accommodations to the
           Debtors, or by having to shut down certain of its
           assembly lines and idle certain of its workers if it
           does not obtain the tooling."

The documents were submitted to the District Court by Michael C.
Hammer, Esq., at Dickinson Wright PLLC, in Ann Arbor, Michigan, on
behalf of Chrysler Motors Company, LLC, and Chrysler Canada.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000)

                       About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: Plans to Shutter Company for Two Weeks in July
-----------------------------------------------------------
Chrysler LLC disclosed its intention to shutter its entire
operations for two weeks starting July 7, 2008, various sources
report citing an e-mail message sent to Chrysler employees.

Although, it isn't unusual for plants to idle production during
the summer, the corporate-wide shutdown will affect Chrysler's
19,000 salaried workers, who will also be asked to go on a holiday
together with the 52,500 hourly workers, Mike Ramsey of Bloomberg
News says.

Mr. Ramsey relates that the summer closing was once set for car
manufacturers to transfer new tools for model-year switchovers,
now July is scheduled for plant maintenance.

Those working on special projects will have to remain, Dee-Ann
Durbin of The Associated Press quotes Chrysler spokeswoman Mary
Beth Heilprin.

As reported in the Troubled Company Reporter on March 11, 2008,
Chrysler disclosed that it was closing its Pacifica Advance
Product Design Center outside Diego, and consolidate the advanced
design studio to its home base in Auburn Hills, Michigan.

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

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.


CIFG GUARANTY: S&P Downgrades Financial Strength Rating to 'A+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its financial strength,
financial enhancement, and issuer credit ratings on CIFG Guaranty,
CIFG Europe, and CIFG Assurance North America Inc. to 'A+' from
'AAA'.
     
The downgrades reflect S&P's view of CIFG's impaired franchise
value, reflected in its scaled-back underwriting activity,
turnover of senior staff, and recent other rating downgrades,
which, in S&P's opinion, will impinge on CIFG's ability to carry
out its business plans and broaden its market acceptance.
     
CIFG has lagged the industry in terms of par volume in recent
years and, in S&P's view, has not developed a strong franchise.   
Because of this, and given S&P's view that total insured business
volume will be off for the industry in 2008, S&P believes that the
company is more prone to damage to its franchise than the more
well-established financial guarantors.
     
The outlooks remain negative, reflecting S&P's reservations
regarding the company's ability to maintain its position as a
viable competitor in the bond insurance industry, given its
current staffing levels and its below-average earnings and return
on earnings.  In addition, although a non-executive chair has
recently been appointed, S&P believes that additional time will be
required to assess how or whether these changes will affect the
company's performance.
     
To support CIFG's claims-paying resources, in December 2007,
Banque Federale des Banques Populaires and Caisse Nationale des
Caisses d'Epargne contributed a total of $1.5 billion in capital
resources to CIFG Holding.  The contribution was in the form of
equity of $1.3 billion and soft capital of $200 million.  BFBP and
CNCE also acquired 99.99% of CIFG Holding from Natixis S.A.  In
S&P's opinion, the owner's capital contribution resulted in the
company satisfactorily addressing concerns relating to its
capital adequacy.


COEUR D'ALENE MINES: S&P Assigns 'B-' Rating on $150M Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' debt rating
to the proposed $150 million senior unsecured convertible notes of  
Corp. (B-/Stable/--).  These notes will be issued under the
company's effective shelf registration filed on Dec. 27, 2005.
     
Proceeds from the proposed notes will be used to fund Coeur
D'Alene's planned capital expenditures at its San Bartolome silver
project in Bolivia and its Palmarejo silver and gold project in
Mexico.  Pro forma for this financing, Coeur D'Alene will have
about $406 million in debt (adjusted for operating leases and mine
reclamation liabilities).
     
The ratings on Coeur D'Alene Mines reflect its high business risk
as a capital-intensive commodity-based company with a modest scope
of operations, limited reserve base, and political and operating
risk at some of its operations.  Ratings also incorporate the
company's aggressive expansion plans and uncertainties about
successfully developing its planned lower-cost mining operations.   
Meaningful challenges include volatile prices, governmental
regulation, environmental issues, permitting, and adverse
geological conditions.

                          Ratings List

                   Coeur D'Alene Mines Corp.

          Corporate Credit Rating           B-/Stable/--
          Sr unsecured                      B-

                           New Rating

          $150 mil. Sr. Unsecured Convertible Notes   B-


COMSTOCK HOMEBUILDING: Amends Deal for $30 Mil. Unsecured Notes
---------------------------------------------------------------
Comstock Homebuilding Companies Inc. entered into an amended and
restated agreement with JP Morgan Ventures relating 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 25th, 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.


CONGOLEUM CORP: Reports $2.4 Million Net Loss in 4th Quarter 2006
-----------------------------------------------------------------
Congoleum Corporation posted net loss of $2.4 million for the
fourth quarter ended Dec. 31, 2006, compared with net loss of
$1 million in the quarter of 2006.

The company's sales for the three months ended Dec. 31, 2007,
were $43.8 million, compared with sales of $46 million reported
in the fourth quarter of 2006, a decrease of 4.8%.  Results in the
fourth quarter of 2006 included a $1.3 million gain related to
replacement of a major production line component required as a
result of an explosion in August 2006.

In addition, the company's sales for the year ended Dec. 31, 2007,
were $204.3 million, compared with sales of $219.5 million in
2006.

As previously reported, a plan of reorganization has been
negotiated among, and jointly filed by, the company, the future
asbestos claimants' representative, the official bondholders'
committee and the official asbestos claimants' committee.

The disclosure statement for the Joint Plan has been approved by
the bankruptcy court, and a confirmation hearing is scheduled for
June 26, 2008.  Based on these developments and the terms of the
Joint Plan, company recorded adjustments to certain account
balances during the fourth quarter of 2007 to reflect revised
estimates of costs and cost recoveries associated with the Chapter
11 proceedings and related matters.

The company recorded four specific adjustments, including:

   i) the company reversed $41.0 million of post-petition interest
      expense it had accrued on its 8 5/8% Senior Notes.  Payment  
      of this interest had been contemplated under earlier plans
      of reorganization, but it will not be paid under the terms
      of the Joint Plan;

  ii) wrote off $14.9 million in formerly anticipated legal fee
      recoveries.  These recoveries had likewise been anticipated
      under earlier plans but will not be received under the Joint
      Plan;

iii) based on the expected timing and cost to obtain confirmation
      of the Joint Plan, company recorded a $26.4 million charge
      to increase its reserves for estimated legal and related
      expenses; and

  iv) the tax impact of these adjustments gave rise to a net
      deferred tax liability of $1.7 million, which was recorded
      as tax expense.  Excluding these charges and credits,  
      the company's net income in 2007 would have been $1.4
      million compared with net income of $0.7 million in 2006,
      which included the $1.3 million gain on the production line
      replacement.

Roger S. Marcus, Chairman of the Board, commented, "We experienced
very weak demand in all our end markets during 2007.  Sales for
new residential construction have dropped sharply with the entire
housing industry.  Production of manufactured homes also declined
from 2006 to 2007 with a commensurate reduction in demand for our
products.  Finally, sales of flooring for remodel and replacement
applications is reported to be down anywhere from 5% to 20%,
depending on who you ask.  Given these market conditions, we would
have seen a more significant sales decline were it not for our
Dura product sales.  The popularity and value of these products
has enabled them to continue growing despite the poor economic
environment.

"We were sufficiently concerned about the economic outlook at the
start of 2007 and took immediate steps to reduce costs and control
inventories.  As a result, we effectively improved our net income
by $2 million excluding the effect of the 2006 production line
replacement gain and the 2007 reorganization adjustments, and
our gross margin increased by 1.7% of sales.  Moreover, we
accomplished this outcome despite a $15 million drop in sales that
resulted in a reduction of $6-7 million in pre-tax profit
contribution.  We were able to achieve this result through a
number of initiatives, includes:

   -- reducing operating expenses by $3.7 million;
   -- reducing plant overhead costs by $2 million;
   -- improving plant operating efficiencies;
   -- raising selling prices; and
   -- improving product mix.

Considering the state of the business environment, I believe our
bottom line performance was quite good.

"In summary, I am glad we were able to recognize the risks the
economy was facing as we began 2007 and took quick action to
significantly reduce expenses.  Thanks to those steps and the
continued growth of our Dura products, we have performed
relatively well through a very challenging period.  We expect
these difficult conditions to continue well into 2008, but I
believe we are positioned to manage through the downturn until
conditions improve."

Mr. Marcus concluded, "I am also pleased that our reorganization
proceedings may finally be drawing to a close.  The company and
all necessary creditor groups support the recently filed
reorganization plan, and voting materials are scheduled to be
distributed later this month.  I am hopeful that we will get the
necessary votes for confirmation, and hope that we can emerge from
bankruptcy proceedings in the third quarter of 2008."

                      About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


COUNTRYWIDE FINANCIAL: Fitch Cuts Subordinated Debt Rating to BB+
-----------------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Rating
of Countrywide Financial Corporation and related subsidiaries to
'BBB-' from 'BBB+'.  The rationale for this specific rating action
follows that of Fitch's negative rating actions taken on eight
banking companies on March 7, 2008.  Those actions were supported
by evidence of further deterioration within home equity portfolios
and continued pressure on home prices.  Fitch believes that Bank
of America's decision to purchase CFC remains on track based on
public comments from BAC to this effect, and the action in no way
reflects doubts about the likelihood of completion.  

As such, Fitch is keeping CFC on Rating Watch Positive.

Fitch has downgraded these ratings with a Positive Rating Watch.

Countrywide Financial Corp.
  -- Long-term IDR to 'BBB-' from 'BBB+';
  -- Short-term IDR to 'F3' from 'F2';
  -- Individual to 'C/D' from 'C';

Although CFC had expected credit quality to continue to
deteriorate as observed in significantly higher provisions and
charge-offs taken, indications from rated banks in the past few
weeks suggest that home equity delinquency rates are rising at a
far more rapid pace than many had anticipated.  In reviewing large
banks with high home equity exposure, Fitch believes that CFC's
portfolio characteristics are consistent with those that are
exhibiting more stress.  As such, Fitch believes CFC's current
rating reflects the company's exposure to credit risk relative to
its peers and, in particular, consumer-based lenders with home
equity exposure.  Fitch views positively CFC's liquidity position,
which has been enhanced by the ability to tap the Federal
Reserve's Term Securities Lending Facility and the well
capitalized position of Countrywide Bank.

Industry related concerns that apply to CFC include continued
pressure on home prices, particularly in California and Florida
and higher loss severities from higher average loan balances and
rising current, loan-to-value ratios.  Outside of home equity,
pay-option adjustable rate mortgages comprise 29% of the company's
held-for-investment portfolio at Dec. 31, 2007.  The percentage of
pay-option ARM portfolio loans past due greater than 90 days grew
to 5.36% at FY'07 compared to just 0.63% at year-end 2006.  Fitch
acknowledges that credit risk in this portfolio is mitigated by
credit enhancement in the form of mortgage insurance.

Assuming the BAC purchase remains on track, Fitch expects to align
CFC's ratings with those of BAC at closing.  However, if this
transaction were terminated, Fitch believes that CFC would come
under renewed liquidity and earnings pressures and this would
likely result in ratings falling below investment grade.

These ratings are also downgraded and remain on Rating Watch
Positive:

Countrywide Financial Corp.
  -- Long-term IDR to 'BBB-' from 'BBB+';
  -- Short-term IDR to 'F3' from 'F2';
  -- Individual to 'C/D' from 'C';
  -- Senior debt to 'BBB-' from 'BBB+';
  -- Subordinated to 'BB+ from 'BBB';
  -- Commercial paper to 'F3 from 'F2'.

Countrywide Bank FSB
  -- Long-term IDR to 'BBB- from 'BBB+';
  -- Short-term IDR to 'F3' from 'F2';
  -- Individual to 'C' from 'B/C';
  -- Senior debt to 'BBB-' from 'BBB+';
  -- Long-term deposits 'BBB-' from 'A-';
  -- Short-term deposits to 'F3' from 'F2'
  -- Short-term debt to 'F3' from 'F2'.

Countrywide Home Loans, Inc.
  -- Long-term IDR to 'BBB- from 'BBB+'
  -- Short-term IDR to 'F3' from 'F2';
  -- Senior debt to 'BBB-' from 'BBB+';
  -- Commercial paper to 'F3 from 'F2'.

Countrywide Capital I, III, IV, V
  -- Trust preferred to 'BB' from 'BBB-'.

The following ratings remain on Positive Rating Watch:

Countrywide Financial Corp.
  -- Support at '5';
  -- Support floor at 'NF'.

Countrywide Bank FSB
  -- Support at '5';
  -- Support floor at 'NF'.


CWALT INC: High Delinquency Rates Prompt Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 84 tranches
from 11 Alt-A transactions issued by Countrywide in 2006.  Forty
four downgraded tranches remain on review for possible further
downgrade.  Additionally, 52 tranches were placed on review for
possible downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate, Alt-A
mortgage loans.

The ratings were downgraded or placed on review for possible
downgrade, in general, based on higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to credit enhancement levels.  The actions described
below are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC1

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

  -- Cl. M-2, Downgraded to B1 from Aa2

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

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

  -- Cl. M-5, Downgraded to Ca from Ba2

  -- Cl. M-6, Downgraded to Ca from B2

  -- Cl. M-7, Downgraded to Ca from Caa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC2

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

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

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

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba3

  -- Cl. M-6, Downgraded to Ca from B3

  -- Cl. M-7, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC3

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

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

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

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

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

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba2

  -- Cl. M-6, Downgraded to Ca from Ba3

  -- Cl. M-7, Downgraded to Ca from Caa2

  -- Cl. M-8, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC4

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

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

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

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

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

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-4, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba1

  -- Cl. M-6, Downgraded to Ca from Ba3

  -- Cl. M-7, Downgraded to Ca from Caa2

  -- Cl. M-8, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC5

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

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

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

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

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

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

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

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

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

  -- Cl. M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba1

  -- Cl. M-6, Downgraded to Ca from Ba3

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC6

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

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

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-3, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ca from Ba1

  -- Cl. M-5, Downgraded to Ca from B1

  -- Cl. M-6, Downgraded to Ca from Caa1

  -- Cl. M-7, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC7

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

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

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

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

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

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

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

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

  -- Cl. M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba2

  -- Cl. M-6, Downgraded to Ca from B2

  -- Cl. M-7, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC8

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  -- Cl. M-6, Downgraded to Ca from Ba1

  -- Cl. M-7, Downgraded to Ca from Ba3

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to Ca from Caa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC9

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

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

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

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

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

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from B1

  -- Cl. M-6, Downgraded to Ca from Ba1

  -- Cl. M-8, Downgraded to Ca from Caa1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC10

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

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

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

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

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

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

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba2

  -- Cl. M-7, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OC11

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

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

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

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

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

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

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

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

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

  -- Cl. M-5, Downgraded to Ca from Ba1

  -- Cl. M-6, Downgraded to Ca from Ba3

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to Ca from B3


CRAIG STIGELMAN: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Craig Stigelman
        43503 Linwood Court
        Canton, MI 48187

Bankruptcy Case No.: 08-45859

Chapter 11 Petition Date: March 11, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero.Detroit

Debtor's Counsel: Kurt A. O'Keefe, Esq.
                  645 Griswold Street
                  Suite 3156
                  Detroit, MI 48226
                  Tel: (313) 962-4630
                  koklaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citizens Bank                    Loan                   $66,000
c/o James Zellen
39520 Woodward
Suite 205
Bloomfield Hills, MI 48304

National City                    Credit Card Purchases  $11,214
BOC 856176
Stockbridge, MI 49285-6176

Credit One                       Credit Card Purchases   $1,350
BOX 60500
City of Industry, CA 91716

Barclays                         Credit Card Purchases     $548

Capital One                      Credit Card Purchases     $250


CREDIT SUISSE: Fitch Affirms 'B-' Rating on $2.1MM Class O Certs.
-----------------------------------------------------------------
Fitch has affirmed the ratings of Credit Suisse First Boston
Mortgage Securities Corp.'s commercial mortgage pass-through
certificates, series 2004-C3 as:

  -- $29.0 million class A-2 at 'AAA';
  -- $209.4 million class A-3 at 'AAA';
  -- $102.9 million class A-4 at 'AAA';
  -- $694.5 million class A-5 at 'AAA';
  -- $330.4 million class A-1-A at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- Interest-only class A-SP at 'AAA';
  -- $45.1 million class B at 'AA+';
  -- $14.3 million class C at 'AA';
  -- $28.7 million class D at 'A+;
  -- $16.4 million class E at 'A-';
  -- $20.5 million class F at 'BBB+';
  -- $16.4 million class G at 'BBB';
  -- $22.5 million class H at 'BBB-';
  -- $8.2 million class J at 'BB+';
  -- $6.1 million class K at 'BB';
  -- $8.2 million class L at 'BB-';
  -- $6.1 million class M at 'B+';
  -- $2.1 million class O at 'B-'.

The $6.1 million class N and $22.5 million class P are not rated
by Fitch.  Class A-1 has been paid in full.

While the transaction has had 8.6% defeasance since Fitch's last
rating action, affirmations are warranted due to the increase in
Fitch loans of concern (13%), including five (2.4%) specially
serviced assets.

Four (2.2%) of the five specially serviced multifamily assets are
controlled by MBS Cos, a property owner that defaulted on other
CMBS loans.  The loans transferred in September 2007 due to
mortgage default and sponsor bankruptcy.  The assets are located
in San Antonio (0.9%), Tomball (0.5%), Austin (0.5%) and Alvin
(0.3%), Texas.  The asset in Alvin became real estate owned in
January 2008 and will be marketed for sale by the special
servicer.  The portfolio consists of 731 multifamily units and
occupancy rates for the assets vary from 50% to 80%.  Fitch
anticipates losses on these assets.

The fifth (0.2%) specially serviced loan is a retail property in
Indianapolis, Indiana, that transferred to special servicing in
December 2007 due to mortgage default.  Occupancy as of February
2008 was 74%.  The servicer will pursue foreclosure and Fitch
anticipates losses on the asset.

The Mizner Park loan (3.6%) maintains an investment grade shadow
rating and is secured by six mixed-use buildings (50% office, 50%
retail) in Boca Raton, Florida.  The loan contains A and B notes,
with the A note included in the trust.  The servicer's most recent
available information is as of year end 2006, the debt service
coverage ratio was 2.06 times compared to 2.09x at issuance.  
First-quarter 2007 combined occupancy was 91.1%, up from issuance
occupancy of 89%.  The loan matures in 2009 and has a current note
rate of 4.8%.

As of the February 2008 distribution date, the pool's aggregate
certificate balance has decreased 3.6% to $1.60 billion from
$1.64 billion at issuance.  In total, 22 loans (23%) have
defeased, including One Park Avenue (9.6%), a shadow rated loan
and the largest in the pool.

The second (7.5%) largest loan in the pool is an office property
in West Hollywood, California that reported a year end 2007 DSCR
of 2.23x and occupancy of 89%.  The third largest loan (4.5%) is a
multifamily/retail property located in New York City.  The asset
reported a year end 2007 DSCR of 1.29x and occupancy of 96%.

The pool contains 171 loans of which 146 loans (77%) are non
defeased and have an anticipated repayment and balloon date within
the next seven years.  Currently 3.97% of the pool is interest
only and 0.1% is fully amortizing.  The weighted average coupon
note rate of the pool is 5.6%.  Loans with maturity dates in 2008
and 2009 represent 0.6% and 15%, respectively.


DEERFIELD CAPITAL: Stockholders OK Conversion of Preferred Stock
----------------------------------------------------------------
Deerfield Capital Corp.'s stockholders approved the conversion of
14,999,992 shares of Series A Cumulative Convertible Preferred
Stock, which was issued in connection with the company's
acquisition of Deerfield & Company LLC, into 14,999,992 shares of
common stock at the special meeting of stockholders.

By approving the conversion, the company's stockholders also
approved its issuance of 14,999,992 shares of common stock that
the company will issue to effect the conversion.  After the
conversion, the company has 66,693,417 shares of issued and
outstanding common stock and no shares of issued and outstanding
preferred stock.

Additionally, the stockholders approved an amendment and
restatement of the company's Stock Incentive Plan to, among other
matters, increase the shares of our common stock reserved for
issuance under the Plan from 2,692,313 to 6,136,725.

                  About the Deerfield Capital Corp.

Headquartered in Rosemont, Illinois, Deerfield Capital Corp.
(NYSE:DFR) -- http://www.deerfieldcapital.com/-- fka Deerfield  
Triarc Capital Corp., is a diversified financial company that
invests in real estate investments, mortgage-backed securities,  
well as corporate investments.  Deerfield Capital Management LLC
manages the company and its investment portfolio.  

                           *     *     *

Moody's Investor Service placed Deerfield Capital Corp.'s long
term corporate family rating at 'Ba3' in November 2007.  The
rating still holds to date with a negative outlook.


DELTA AIR: Wants Atlanta Port's Reserve Fund Trimmed to $58 Mil.
----------------------------------------------------------------
Hartsfield-Jackson International Airport and Delta Air Lines,
Inc., are in a tug-of-war over a $168,000,000 reserve fund that
airport officials say is needed to provide a financial cushion
for a new international terminal, the Atlanta-Journal
Constitution reports.

The newspaper relates that Delta wants the contingency fund
trimmed back to $58,000,000 while Hartsfield-Jackson officials say
the terminal's funding could ultimately cost $1,600,000,000.

According to the report, Delta and the airport agree on the need
for the terminal, considering an imminent annual increase of up
to 13,000,000 in Delta's international passengers in the next
seven years.  However, Delta and the other airlines complain that
the airport "is building in too much of a financial hedge for the
scope of the project."

"The higher the contingency, the less the incentive to stay
within the budget," the newspaper quotes Delta lobbyist Harold
Bevis.

Delta is Hartsfield-Jackson's biggest tenant.

         Contingency Is Justified, Airport Officials Say

Hartsfield-Jackson officials say the contingency is justified,
considering the early stage of the project, the vast sums of
construction money involved and the multi-year nature of the
project, the report relates.

The contingency is about 11 percent of the project's construction
cost, Mike Williams, the project's assistant director, told the
Atlanta-Journal.

According to the report, Delta and the other airlines have asked
for major upgrades for the terminal -- additional boarding
bridges to accommodate wide-bodied jets, more high-speed luggage
conveyors and check-in stations at the parking decks -- which
have boosted the contingency requirements.

Airport officials also note a recent escalation in the cost of
the underground tunnel which will cost approximately $80,000,000,
the report added.

The newspaper said Delta declined to comment further on the issue.

                         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.


DELTA AIR: Executives Dispose of 49,304 Shares at $13.35 Per Share
------------------------------------------------------------------
Richard Anderson, chief executive officer, and Edward Bastian,
president and chief financial officer of Delta Air Lines Inc.
disposed company shares at $13.35 per share.

1. Richard Anderson

In regulatory filing with the Securities and Exchange Commission
dated March 4, 2008, Richard Anderson disclosed that he disposed
of a total of 40,899 shares of Delta common stock on March 1 at
$13.35 per share.

Mr. Anderson's disposed shares are withheld to pay tax
withholding obligations from the lapse of the restrictions on a
portion of the restricted stock granted to him on September 1,
2007, as approved by the Personnel & Compensation Committee of
Delta's Board of Directors, and exempted from Section 16(b) of
the Securities and Exchange Act of 1934 under Rules 16b(d)(1) and
16b-3(e).

Following the transaction, Mr. Anderson beneficially owned
311,011 shares of Delta common stock, which includes 227,933
shares of restricted stock on which the restrictions have not
lapsed.

2. Edward Bastian

Edward Bastian informed the SEC on March 4, 2008, that he disposed
of 8,405 shares of Delta common stock at $13.35 per share on
March 1.

The shares that Mr. Bastian disposed represent shares withheld to
pay tax withholding obligations to appropriate taxing authorities
from the lapse of the restrictions on a portion of his restricted
stock.

The withholding was approved by the Personnel & Compensation
Committee of Delta's Board of Directors, and is exempt from
Section 16(b) of the Securities and Exchange Act of 1934 under
Rules 16b(d)(1) and 16b-3(e).

Following the transaction, Mr. Bastian beneficially owned 236,517
shares that include 200,900 shares of restricted stock on which
the restrictions have not lapsed.

                         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.


DOCUMENT CAPTURE: Clancy & Co. Expresses Going Concern Doubt
------------------------------------------------------------
Phoenix-based Clancy and Co., PLLC, raised substantial doubt about
the ability of Document Capture Technologies Inc., to continue as
a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2007.  

The auditing firm reported that the company has incurred recurring
net losses in recent years resulting in a substantial accumulated
deficit.

The company posted a net loss of $1,060,000 on total sales of
$15,023,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $5,199,000 on total sales of $12,469,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $5,793,000 in
total assets, $4,929,000 in total liabilities and $1,144,000 total
convertible preferred stock, resulting in $280,000 stockholders'
deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2912  

                      About Document Capture

Document Capture Technologies Inc., (DCMT.OB) --
http://www.sysviewtech.com-- develops, designs, and delivers  
imaging technology solutions.  The company's proprietary page-
imaging devices enable the storage, sharing, and management of
information in both businesses and personal use.  It also offers
optical image capturing devices, modules of optical image
capturing devices, and optical image chips and other
optoelectronic products.  Document Capture Technologies, Inc. was
formerly known as SysView Technology Inc., and it changed its name
to Document Capture Technologies Inc., in 2007.  Prior to that,
SysView Technology Inc., was known as Syscan Imaging Inc., and it
changed its name to SysView Technology Inc., in 2006.  Document
Capture Technologies, Inc., was founded in 1995 and is
headquartered in San Jose, Calif.  Document Capture Technologies
Inc., is a subsidiary of Syscan Imaging Limited.


DOLE FOOD: Posts $57.5 Million Net Loss in Year Ended Dec. 29
-------------------------------------------------------------
Dole Food Company Inc. reported a net loss of $57.5 million for
the year ended Dec. 29, 2007, compared to a net loss of
$89.6 million for the year ended Dec. 30, 2006.

For the year ended Dec. 29, 2007, revenues increased 13.0% to
$6.93 billion from $6.15 billion in the prior year.  Higher
worldwide sales of fresh fruit and packaged foods products in
North America and Europe drove the increase in revenues during
2007.  

Higher volumes of bananas and pineapples accounted for
approximately $222.0 million or 28.0% of the overall revenues
increase.  Higher revenues in the company's European ripening
and distribution operations contributed an additional
$528.0 million.  Higher sales of packaged foods products,
primarily for FRUIT BOWLS, fruit in plastic jars, pineapple juice
and packaged frozen fruit accounted for approximately
$85.0 million or 11.0% of the overall revenues increase.  
Favorable foreign currency exchange movements in the company's
selling locations also positively impacted revenues by
approximately $171 million.

These increases were partially offset by a reduction in fresh
vegetables sales due to lower volumes of commodity vegetables sold
in North America and Asia. In addition, the companys fresh-cut
flowers business reported overall lower sales volumes due
primarily to the changes in the customer base and product
offerings attributable to the implementation of the 2006
restructuring plan.

                         Operating Income

For the year ended Dec. 29, 2007, operating income was
$130.1 million compared with $79.0 million in 2006.  The increase
was primarily attributable to improved operating results in the
company's banana operations worldwide which benefited from
stronger pricing and higher volumes.  In addition, operating
income improved in the European ripening and distribution business
and the fresh-cut flowers segment due to the absence of
restructuring costs of $12.8 million and $29.0 million,
respectively.

These improvements were partially offset by lower earnings in the
company's packaged salads business and packaged foods segment
primarily due to higher product costs.

         Interest Income and Other Income (Expense), Net

For the year ended Dec. 29, 2007, interest income increased
slightly to $7.6 million from $7.2 million in 2006. The slight
increase in interest income was primarily related to higher levels
of cash at JP Fresh during 2007.

Other income (expense), net decreased to income of $1.8 million in
2007 from income of $15.2 million in 2006.  The decrease was due
to a reduction in the gain generated on the company's cross
currency swap of $22.7 million, partially offset by a reduction in
the foreign currency exchange loss on the company's British pound
sterling capital lease vessel obligation of $9.2 million.

                         Interest Expense                         

Interest expense for the year ended Dec. 29, 2007, was
$194.9 million compared to $174.7 million in 2006.  The increase
was primarily related to higher levels of borrowings during 2007
on the company's term loan facilities and the asset based
revolving credit facility.

                           Income Taxes

The company recorded $1.1 million of income tax expense on
$55.3 million of pretax losses from continuing operations for the
year ended Dec. 29, 2007, reflecting a 1.9% effective income tax
rate for the year.  Income tax expense decreased $17.1 million
from $18.2 million in 2006 primarily due to a shift in the mix of
earnings in foreign jurisdictions taxed at a lower rate than in
the U.S.  The effective tax rate in 2006 was 24.8%.  

        Equity in Earnings of Unconsolidated Subsidiaries

Equity in earnings of unconsolidated subsidiaries for the year
ended Dec. 29, 2007, increased to $1.7 million from $177,000 in
2006.  The increase was primarily related to higher earnings
generated by one of the company's European investments.

                     Discontinued Operations

During the fourth quarter of 2006, the company sold all of the
assets and substantially all of the liabilities associated with
its Pacific Coast Truck operations for $20.7 million.  The company
received net proceeds of $15.3 million from the sale after the
assumption of $5.4 million of debt, realizing a gain of
approximately $2.8 million, net of income taxes of $2.0 million.

                          Long-Term Debt

At Dec. 29, 2007, the company had total outstanding long-term
borrowings of $2.41 billion, consisting primarily of
$1.10 billion of unsecured senior notes and debentures due 2009
through 2013 and $1.22 billion of secured debt (consisting of
revolving credit and term loan facilities and capital lease
obligations).

The company has $350.0 million of unsecured senior notes maturing
May 1, 2009.  The company is currently evaluating its available
options to refinance the notes.

                          Balance Sheet

At Dec. 29, 2007, the company's consolidated balance sheet showed
$4.64 billion in total assets, $4.29 billion in total liabilities,
$29.9 million in minority interests, and $325.0 million in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 29, 2007, are available for
free at http://researcharchives.com/t/s?2910

                         About Dole Food

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/-- is the world's largest producer and  
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2008,
Moody's Investors Service lowered Dole Food Company Inc.'s
corporate family rating and probability of default ratings to B3
from B2, and downgraded the ratings of the company's unsecured
shelf filings.  The rating outlook is stable.


DOMICILIARY REALCO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Domiciliary Realco, LLC
        P.O. Box 50491
        Mobile, AL 36605

Bankruptcy Case No.: 08-10852

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                     (igpc@irvingrodskypc.com)
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  http://www.irvingrodskypc.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


DON MCCORMACK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Don Howard McCormack
        Diana Lee McCormack
        P.O. Box 5430
        9403 Bluff Drive
        Parker, AZ 85344

Bankruptcy Case No.: 08-02530

Chapter 11 Petition Date: March 12, 2008

Court: District of Arizona (Yuma)

Debtor's Counsel: Robert M. Cook, esq.
                     (robertmcook@yahoo.com)
                  Missouri Commons, Suite 185
                  1440 East Missouri
                  Phoenix, AZ 85014
                  Tel: (602) 285-0288
                  Fax: (602) 285-0388

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.


DRAKE MANAGEMENT: May Liquidate $2.7-Bil Global Opportunities Fund
------------------------------------------------------------------
Drake Management LLC may shut and liquidate its $2.7 billion Drake
Global Opportunities fund -- its largest hedge fund, various
reports say.

In an 11-page letter to investors dated March 12, Drake said it
would continue to restrict redemptions or allow clients to shift
assets to a new fund, Bloomberg News says.  Drake said it "would
seem more probable that the market disruptions we have experienced
will not abate in the short term, but will instead continue for
some time."

Katherine Burton and Tom Cahill at Bloomberg News report that
Drake blocked most redemptions in December after the fund declined
25% last year. Drake oversaw about $13 billion in total for
clients at the end of 2007, Bloomberg says.

According to The Wall Street Journal, citing a person familiar
with the situation, Drake also is likely to stop investor
withdrawals from its two other hedge funds, including its $1.5
billion Drake Absolute, which fell 14.4% in 2007 and was down 5%
this year as of the end of February.

Bloomberg's Ms. Burton and Mr. Cahill, citing a  year-end report
sent to investors, relate that Drake lost much of its money last
year from bad bets on U.S. Treasuries, as well as Japanese bonds
and stocks in developed markets.  The fund manager borrowed about
$12 for every $1 of net assets as of Dec. 31.

Bloomberg relates that Global Opportunities investors who choose
to go to the new fund could opt for two share classes -- investors
would pay fees of 1.5% of assets and 20% of profits, and would
agree to stay in the fund for a year, although they could exit
earlier by paying a penalty of as much as 10%; or investors could
charge fees of 1.5% of assets and 15% of gains, but wouldn't have
the option of redeeming early.

Drake would have to make up investors' losses from the previous
fund before charging performance fees, according to Bloomberg.

Drake spokesman Shawn Pattison declined to comment, Bloomberg
relates.

Bloomberg notes that hedge funds with more than $5.4 billion have
been forced to liquidate or sell assets since Feb. 15 as contagion
from the U.S. subprime slump spreads.  Those funds include Peloton
Partners LLP's $1.8 billion ABS Fund, Tequesta Capital Advisor's
mortgage fund and Focus Capital Investors LLC, which invested in
midsize Swiss companies.

Amsterdam, The Netherlands-based Global Opportunities (GO) Capital
Asset Management B.V. on Tuesday also blocked investor withdrawals
until March 2009.  GO Capital has about $870 million of assets
under management, focusing on European shares.  The Journal says
GO Capital has been reducing its investments in certain small-
capitalization stocks but found it increasingly hard to find
buyers for its positions, which was driving down prices.

Frans van Schaik, a founding partner at GO Capital, explained
suspension of redemptions was a pre-emptive measure to safeguard
the interests of the fund's investors, the Journal reports.  Mr.
van Schaik said the fund isn't leveraged and isn't facing margin
calls, the Journal says.

New York-based Drake is an investment advisor registered with the
Securities and Exchange Commission, specializing in active fixed
income strategies.  The firm was founded in May 2001  with the
goal of delivering attractive risk-adjusted returns for
substantial investors worldwide.

Founded by Anthony Faillace and Steve Luttrell, who both
previously worked at New York-based BlackRock and Pacific
Investment Management Co. in Newport Beach, California, Drake
began managing assets in January 2002.  Drake currently manages
more than $10 billion.

With more than 100 professionals, Drake has offices in Tokyo,
Japan; Miami, Florida; Sao Paulo, Brazil; and Istanbul, Turkey.


DUNMORE HOMES: Court Extends Plan-Filing Period to March 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
extended, until March 21, 2008, Dunmore Homes Inc.'s exclusive
period to file a Chapter 11 Plan of Reorganization.

In addition, the Debtor has until May 20, 2008 to solicit
acceptances for that plan.

The Debtor originally sought an extension of the Exclusive Plan
Filing Period through May 6, 2008, and an extension of the
Exclusive Plan Solicitation Period through July 6, 2008.

The recent Court ruling on the Debtor's Exclusive Period addresses
the concern of the Official Committee of Unsecured Creditors.  
Before the Court entered its order, the Committee said that it
does not understand why the Debtor needs an extension of 60 days.  
The Committee urged the Court not to extend the Exclusive Periods
beyond March 21.

According to Adam A. Lewis, Esq., at Morrison & Foerster LLP, in
San Francisco, California, the Committee's counsel, it is possible
to file a plan sooner than 60 days with diligent work and
cooperation between the Committee and the Debtor.

"The entire company has collapsed. . . . The Dunmore case is in
liquidation mode," Mr. Lewis stated, according to KCBS News.

Mr. Lewis told the Court that the Committee has been working
closely with the Debtor with the intention that the Debtor will
file a plan and disclosure statement no later than March 21, 2008.

"The Committee has already reviewed and commented on a draft
liquidating plan and a draft liquidating trust agreement, and has
been advised by counsel for the Debtor that the Debtor soon will
be sending to the Committee for its review a draft disclosure
statement, consistent with the current schedule anticipated and
agreed upon by the Debtor and the Committee," Mr. Lewis says.

In light of the cirumstances, Mr. Lewis contended that the 60-day
extension is unnecessary.  He added that the Committee is prepared
to file a plan and disclosure statement if the Debtor is unable to
do so.  

                       About Dunmore Homes

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor's exclusive period to
file a plan expires on March 7, 2008.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

(Dunmore Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


EAST VALLEY TOURIS: Moody's Withdraws Ratings Due to Deal Delays
----------------------------------------------------------------
Moody's Investors Service withdrew all the ratings for East Valley
Tourist Development Authority, including the B1 Corporate Family
Rating.  The ratings are being withdrawn because the transaction
has been delayed due to market conditions.  The last rating action
occured on Nov. 2, 2007.

Rating withdrawn:

  -- Corporate Family rating at B1;

  -- Probability of default rating at B1;

  -- $275 million senior secured notes due 2015 at B1
     (LGD 4, 56%).

The Authority is an instrumentality of the Cabazon Band of Mission
Indians, a federally recognized Indian tribe.  The Authority was
formed to operate the Tribe's resort and casino business.  The
Authority currently owns and operates the Fantasy Springs Casino
located in the Coachella Valley, approximately 22 miles east of
Palm Springs, California.  Fantasy Springs opened in 1990.


EASTON-BELL SPORTS: Moody's Downgrades Ratings to 'B3' From 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Easton-Bell Sports Inc.'s
ratings and revised the rating outlook to negative due to higher
than expected leverage and limited cushion under its financial
covenants.  The corporate family rating and probability of default
rating were each downgraded to B3 from B2, the term loan and
revolver ratings were both downgraded to B1 from Ba3, the senior
subordinated rating was downgraded to Caa1 from B3 and the
speculative grade liquidity rating was downgraded to SGL4 from
SGL2.

"Easton-Bell's credit metrics are below our expectations and we
believe they may further soften as discretionary consumer spending
continues to slow down" said Kevin Cassidy, Vice President/Senior
Credit Officer at Moody's Investors Service.  When the company
issued $175 million of debt in November 2006 to fund a dividend,
Moody's had expected consolidated leverage of around 6x and free
cash flow to debt percentages to be in the mid single digits.   
"However, leverage is almost one turn higher than we anticipated
and free cash flow percentages are in the low single digits with
neither expected to significantly improve in the near term" noted
Cassidy.

"Our rating actions reflect Moody's concern that the contractual
tightening of a financial leverage covenant coupled with the lack
of meaningful improvement in operating profitability will increase
the need for the company to seek revisions to its senior secured
credit facility and amend its covenants" said Cassidy.

These ratings were downgraded:

Easton-Bell Sports, Inc.

  -- Corporate family rating to B3 from B2;

  -- Probability-of-default rating to B3 from B2;

  -- $140 million 8.375% senior subordinated notes due 2012, to
     Caa1 (LGD5, 71%) from B3 (LGD5, 73%);

  -- $70 million senior secured revolving credit facility due
     2012, to B1 (LGD2, 26%) from Ba3 (LGD2, 26%);

  -- $335 million senior secured term loan B due 2012 to B1 (LGD2,
     26%) from Ba3 (LGD2, 26%);

Speculative grade liquidity rating to SGL4 from SGL2;

Easton Sports Canada, Inc.

  -- CDn $12 million senior secured revolving credit facility due
     2012 to B1 (LGD2, 26%) from Ba3 (LGD2, 26%)

Headquartered in Van Nuys, California, Easton-Bell Sports, Inc.
was formed through Riddell Bell's acquisition of Easton Sports in
March 2006.  The company is a leading designer, developer and
marketer of branded equipment that enhances athletic performance
and protection and related accessories for numerous athletic and
recreational activities.  Revenue for the twelve months ended
Sept. 30, 2007, approximated $715 million.


ENTERPRISE SECURITY: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Enterprise Security, Inc.
        4764 West Commercial Boulevard
        Tamarac, FL 33319

Bankruptcy Case No.: 08-12914

Type of Business: The Debtor manufactures security systems and
                  devices.

Chapter 11 Petition Date: March 12, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: David W. Langley, Esq.
                     (dave@flalawyer.com)
                  8181 West Broward Boulevard, Suite 204
                  Plantation, FL 33324
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451

Total Assets:   Unknown

Total Debts: $1,696,322

Debtor's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Service       $1,696,322
Attn: Ms. B. Clark
7850 Southwest 6 Street,
Stop 5290
Plantation, FL
Tel: (33) 324-3202


ENVIRONMENTAL CAREERS: Trustee to Auction Domain Name Eco.Org
-------------------------------------------------------------
The bankruptcy trustee for the defunct non-profit The
Environmental Careers Organization Inc., hopes to generate money
to pay creditors through a May auction of the company's domain
name "Eco.org."

The bankruptcy trustee plans to auction "Eco.org" using the on-
line domain name auction site GreatDomains.com.  "It's
unfortunate," said Mr. Cruickshank, "but once the company files
its bankruptcy petition with the court, my job is to sell the
assets quickly while trying to get the best price for creditors.  
Hopefully, we will get a good price and someone else will make
good use of the name."

Great Domains, powered by Sedo, runs a monthly on-line auction of
prime domain names.  The law firm the bankruptcy trustee hired to
manage the sale, Swiggart & Agin, LLC, recently filed papers with
the U.S. Bankruptcy Court in Boston to obtain permission for the
sale.  According to the court papers, the on-line auction is
expected to start on May 22, 2008, and will run for one week.  
Great Domains' auctions regularly obtain five figure sales prices
for high-quality domain names, and some names fetch seven figure
bids.

But, nobody really knows how much this sale will generate for
creditors.  "We think the domain name is worth $100,000 to
$200,000," said Warren E. Agin, head of Swiggart & Agin, LLC's
bankruptcy department, "but we really don't know what the domain
name will sell for at auction."  The company's bankruptcy papers
listed the value of the domain name as "unknown."

According to Marc Barreca, co-chair of the Bankruptcy & Insolvency
Practice Group at the law firm of K & L Gates in Seattle, "tech
savvy bankruptcy trustees increasingly use on-line auctions to
sell assets with the goal of maximizing the recovery for
creditors."

But, as Mr. Barreca explains, buyers can find great deals through
bankruptcy auctions.  "Bankruptcy trustees are under a lot of
pressure to liquidate a company's assets quickly.  This provides
an opportunity for knowledgeable buyers to pick up bargains as
trustees often have to take what they can get from a quick
liquidation."

                     About Swiggart & Agin

Swiggart & Agin, LLC, in Boston, Massachusetts, provides legal
services to companies. The firm represents companies in the
information technology sector, and also provides bankruptcy and
insolvency related services to companies and individuals.

                About The Environmental Careers

Founded in 1972, The Environmental Careers Organization dedicated
itself to helping students develop careers in the environmental
field.  ECO matched students and recent graduates with government
grants and placed them in paid environmental internships. During
its 35 year history, ECO helped thousands of young people find
jobs helping the environment.  But, following a dispute with the
Environmental Protection Agency over the use of grant money, and
an investigation by the U.S. Attorney in Boston, ECO had to close
its doors.

ECO filed a chapter 7 bankruptcy petition in the United States
Bankruptcy Court for the District of Massachusetts on July 6, 2007
(case no. 07-14238-WCH).  The Office of the U.S. Trustee appointed
chapter 7 trustee Gary W. Cruickshank to liquidate its assets.  
According to papers filed with the U.S. Bankruptcy Court, the
company owed about $1.8 million to creditors, including more than
$1.2 million claimed by the Environmental Protection Agency.


ETHANEX ENERGY: Inks Amendment to Sale Deal; Warns of Bankruptcy
----------------------------------------------------------------
Ethanex Energy Inc., Ethanex Sutherland LLC, Ethanex Sutherland
Land LLC, Ethanex Phase I LLC, Ethanex Phase II LLC, Ethanex Phase
III LLC, and Midwest Renewable Energy LLC, entered into an
amendment effective March 10, 2008 to an asset purchase agreement,
dated Feb. 10, 2008.

The Troubled Company Reporter said on Feb. 13, 2008, that Ethanex
has signed a definitive asset purchase agreement with Midwest to
acquire Midwest's ethanol plant, located in Sutherland, Nebraska,
for $220 million in cash and Ethanex stock, subject to various
adjustments as specified in the agreement.  Ethanex and Midwest
entered into a non-binding letter of intent for this transaction
in late November 2007.

Under the agreement, several newly formed, subsidiaries of Ethanex
will acquire substantially all of the assets, and assume certain
liabilities, of Midwest in a series of three transactions.  

At a first closing, Ethanex will acquire the existing ethanol
plant for $50 million in cash.  The existing plant, which has a
production capacity of 26 million gallons per year, is undergoing
a two-phase expansion.  Each expansion phase is designed to add an
additional 42.5MGY of production capacity, for a total projected
plant capacity of 111MGY.  At each of the three closings Ethanex
will receive $2 million of inventory which is included in the
purchase price.

After the initial closing, Midwest will be responsible for
continuing and completing the two-phase plant expansion.  In two
subsequent closings, Ethanex will acquire each of the expansion
phases.  The second and third closings are subject to testing and
certification of the plant expansions in accordance with
construction and performance specifications contained in the
Agreement that were established by Ethanex and agreed to by
Midwest.

              Amendment to the Purchase Agreement

The amendment modifies Section 12(a)(viii) of the purchase
agreement, effective as of March 10, 2008, to extend a certain
termination period for either the company or seller to terminate
the purchase agreement.  Prior to the amendment to the purchase
agreement, either party had a right under Section 12(a)(viii) to
terminate the purchase agreement on or before March 10, 2008, if
the company did not obtain at least $1.5 million in bridge
financing by March 5, 2008.

Pursuant to the amendment, the company said that the parties have
agreed to extend this termination right until March 31, 2008.  
Because the company did not obtain interim financing by March 5,
the agreement remains terminable by either party until March 31,
2008.

A full-text copy of the amendment to the asset purchase agreement
is available for free at http://ResearchArchives.com/t/s?291e

                  Financing Still Not Obtained

As reported in the TCR on Feb. 13, 2008, if Ethanex is unable to
obtain interim financing by March 5, 2008, it anticipates that it
will be unable to proceed with the transaction, will need to cease
operations and will be required to file for bankruptcy protection.

Each of the three closings is subject to various closing
conditions, including receipt by Ethanex of financing for the cash
portion of the purchase price payable at each closing and for
construction of the fractionation platform, well as other
customary conditions.

As of March 10, 2008, the company disclosed that it had not
obtained interim financing.  The company is continuing to seek the
interim financing, although there is no assurance that any the
financing will be available on reasonable terms or at all.  The
company also is in regular communication with the seller about the
transactions contemplated by the purchase agreement.

                        Bankruptcy Warning

Although the company is seeking to minimize its expenditures while
it continues to pursue both interim financing and the transactions
contemplated by the purchase agreement, the company said it may be
required to seek bankruptcy protection at any time over the next
few weeks.

                       About Ethanex Energy

Headquartered Basehor, Kansas, Ethanex Energy (OTCBB: EHNX) --
http://www.ethanexenergy.com-- is a renewable energy company   
whose mission is to be the lowest cost producer of renewable
energy by employing advanced technology in design, construction
and operation of ethanol plants.  The company expects to achieve
this industry position through the application of next-generation
feedstock technologies and use of alternative energy sources.

Ethanex Energy is currently developing two ethanol production
facilities located in the mid-west, with a combined production
capacity of approximately 264 million gallons of ethanol per year.  
Ethanex Energy is concentrating its geographic focus in areas that
allow access to abundant supplies of corn, alternative energy
sources, transportation infrastructure and the potential for
expedited permitting.

Ethanex Energys acquisition and brownfield development strategies
afford it rapid capacity development with significant operating
cost advantages.  Ethanex Energy has offices in Santa Rosa,
California and Charleston, South Carolina.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about Ethanex Energy's ability to
continue as a going concern after auditing the company's financial
statements for the year ended July 31, 2006.  The auditors noted
that the company incurred losses since inception and further
losses are anticipated in the development of its business.


EURAM-MACAULEY: Fairfield Wants Court to Dismiss Chapter 11 Case
----------------------------------------------------------------
Fairfield Financial Services Inc., Euram-Macauley One LLC's
primary secured creditor, asks the U.S. Bankruptcy Court for the
Northern District of Georgia for relief from the automatic stay.  
In the alternative, Fairfield Financial asks the Court to dismiss
the Debtor's Chapter 11 case.

Fairfield Financial relates that the Debtor owns a 602-acre
partially developed residential real property in Fayette County,
Georgia.  The Debtor sold several lots to independent builders
before filing for bankruptcy.  The property is the Debtor's sole
asset and does not generate any income, other than from the sale
of individual lots.

According to Fairfield Financial, the Debtor continues to be
obligated pursuant to:

   1) a certain Nov. 4, 2005 real estate note in the original
      principal amount of $18,475,000, executed by the
      Debtor in favor of Fairfield;

   2) a certain Sept. 7, 2006 real estate note for $8,877,000; and

   3) a certain May 24, 2007 real estate note for $1,000,000.

By virtue of the loan documents, Fairfield asserts that it is the
present owner and holder of a valid and properly perfected first
priority lien on, among other things, the property, and income,
rents, issues, profits and revenues from the property.  The Debtor
failed to satisfy the obligations under all of the Notes, which
led Fairfield to issue a notice of default to the Debtor on
Dec. 31, 2007, and commence foreclosure proceedings.  A
foreclosure sale was scheduled for Feb. 5, 2008.  However,
Fairfield relates, the Debtor filed for bankruptcy on the eve of
the foreclosure sale.

              Bankruptcy Filing Done in "Bad Faith"

Fairfield asserts that its collateral is at risk and is
deteriorating.  Fairfield points out that the Debtor failed to
satisfy outstanding and overdue property taxes associated with the
property.  The current amount owing is $45,171, and the property
is subject to a priming tax lien.  Moreover, the Debtor has ceased
operating at and developing the Property, and several tasks must
be accomplished to adequately protect Fairfield's collateral.  
Accordingly, Fairfield says it is entitled to relief under Section
362(d)(1) of the Bankruptcy Code for the Debtor's failure to
provide adequate protection.

Fairfield relates that the Debtor has no equity in the property.  
Outstanding indebtedness on the property is $22,912,337.  An
appraisal valuing the property as of Dec. 19, 2007, excluding
already purchased lots, places the "as is" value of the property
at $19,420,000.  The same appraisal places the liquidation value
at $15,540,000.

Fairfield further asserts that the Debtor's bankruptcy filing was
done in bad faith and thus constitutes "cause" for lifting the
automatic stay.  Fairfield contends that the indicia of bad faith
are present:

   a) the Debtor has only one asset;

   b) the Debtor filed its bankruptcy petition one day prior to
      the scheduled foreclosure sale with the intent to delay
      Fairfield's efforts to enforce its rights as a secured
      creditor;

   c) the Debtor's financial problems involve a two-party dispute
      between Debtor and its only substantial secured creditor;

   d) the Debtor has few employees and the unsecured debts are
      small in relation to the secured debt; and

   e) the Debtor has no realistic possibility of an effective
      reorganization.

The Court will hold a hearing on Fairfield's request on March 26,
2008, at 10:00 a.m.

Based in Atlanta, Georgia, Euram-Macauley One, LLC, filed for
Chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga.
Case No. 08-62164).  G. Frank Nason, IV, Esq. at Lamberth,
Cifelli, Stokes, Ellis & Nason, P.A., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million, and estimated debts of $10 million
to $50 million.


EXCEL HEALTH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Excel Health Enterprises, Inc.
        P.O. Box 2151
        Anderson, IN 46018

Bankruptcy Case No.: 08-02476

Type of Business: The Debtor owns and manages a physical fitness
                  club.

Chapter 11 Petition Date: March 12, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: David R. Krebs, Esq.
                     (drk@hostetler-kowalik.com)
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  http://www.hostetler-kowalik.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


FEDDERS CORP: Court Approves Sale of Assets to Elco Holding
-----------------------------------------------------------
The Hon. Brendan Linehan Shannon of the United States Bankruptcy
Court for the District of Delaware authorized Fedders Corporation
and its debtor-affiliates to sell their Fedders North America Inc.
and Emerson Quite Kool Corporation subsidiaries' assets to Elco
Holding Ltd.

During the March 11 public auction, Elco Holding made the highest
and best offer for the assets.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
under an asset purchase agreement dated Feb. 8, 2008, the Debtors
agreed to sell their assets to Israel-based Elco Holding for
$13,250,000 in cash.  A full-text copy of the Debtors' and Elco
Holding agreement is available for free at:

               http://ResearchArchives.com/t/s?280f

The Debtors said that two of their non-foreign affiliates --
Fedders Air Treatment Research and Development (Shanghai) Co.,
Ltd.; and Fedders Shanghai Corporation -- have agreed to sell all
of their assets to Electra Air-Conditioning (Shenzhen) Co., Ltd.,
for $3,857,368 in aggregate.

A full-text copy of the Fedders Air and Electra Agreement is
available for free at: http://ResearchArchives.com/t/s?2810

A full-text copy of the Fedders Shanghai and Electra Agreement is
available for free at: http://ResearchArchives.com/t/s?2811

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

                            *    *    *

As reported in the Troubled Company Reporter on March 4, 2008,
the Debtors asked the Court to further extend their exclusive
period to file a Chapter 11 plan until April 14, 2008.


FIRST DARTMOUTH: Wants Exclusivity Period Extended to April 11
--------------------------------------------------------------
First Dartmouth Homes asks the U.S. Bankruptcy Court for the
Middle District of Florida to extend, until April 11, 2008, its
exclusive right to file for a plan of reorganization, Bill
Rochelle of Bloomberg News reports.  The Debtor is asking for more
time to process creditor claims so that a plan approval will be
easy.

Headquartered in St. Petersburg, Florida, First Dartmouth Homes is
a homebuilder that focuses on developing luxury residential and
mixed-use communities and yacht clubs.  The company filed for
Chapter 11 protection on Dec. 28, 2007 (Bankr. M.D. Fla. Case No.
07-12927).  John D. Emmanuel, Esq., at Fowler, White, Boggs,
Banker, P.A., in Tampa, Florida, represent the Debtor.  According
to Bill Rochelle of Bloomberg News, the Debtor's Chapter 11
petition listed assets of $1.5 million and debt of $55.3 million.


FOAMEX INTERNATIONAL: To Pursue Further Deleveraging
----------------------------------------------------
Foamex International Inc. intends to make a rights offering to all
of its stockholders to purchase its Common Stock at $1.50 per
share, subject to adjustment in certain circumstances.

The Company also intends to make an offer at the same time to its
Second Lien Loan lenders to permit them to acquire Common Stock at
the same price as in the Rights Offering using their Second Lien
Loans at par value.

The Rights Offering and the Second Lien Offering would
significantly deleverage the Company.

Under the Rights Offering and the Second Lien Offering, the
Company would anticipate receiving collectively a minimum of $80
million in new equity, which would be through a combination of
cash and an exchange of Second Lien Loans at par.  Any cash
received in the Rights Offering, net of fees, expenses and accrued
interest, would be used to prepay the loans under the First Lien
Term Credit Agreement.  Any Second Lien Loans that are used to
purchase Common Stock would be canceled.

Both the Rights Offering and the Second Lien Offering would be
subject to certain conditions and limitations, including to
prevent the Company from undergoing an "ownership change" for
purposes of Section 382 of the Internal Revenue Code.

The Rights Offering and the Second Lien Offering would be subject
to, among other things, the Company obtaining the appropriate
lender amendments and consents, which the Company is currently
seeking to obtain.

Foamex will be negotiating with certain of its large stockholders
for potential commitments for the offerings of $80 million -- in
cash and Second Lien Loans at par -- which would be offset by any
funding under capital commitments of up to $20 million that the
Company obtained.  However, there is no assurance that any
commitments will be made or that the Rights Offering or the Second
Lien Offering will take place.

On Feb. 13, 2008, Foamex received commitments for up to $20
million of additional investment from D.E. Shaw Laminar
Portfolios, L.L.C., Goldman Sachs & Co. and Sigma Capital
Management, LLC.  Foamex believes the commitments will assist in
its compliance with financial covenants under its credit
agreements during the entire 2008 year.

If the Company proceeds with the two offerings, they would be
expected to be completed in the second quarter of 2008.  If the
Rights Offering and Second Lien Offering are not consummated, the
Company will retain the right to utilize up to $20 million through
the capital commitments.

Certain fees will be payable to the lenders in connection with the
amendments and consents.  In addition, if commitments are agreed
to regarding the Rights Offering and Second Lien Offering, put
premiums are expected to be paid to the committing stockholders.

                    Foamex's Credit Facilities

On February 12, 2007, Foamex entered into new senior secured
credit facilities consisting of:

   -- a $175.0 million revolving credit facility, including a sub-
limit of $45.0 million for letters of credit; and

   -- term loan facilities aggregating $600.0 million, including
$425.0 million under a first lien term loan facility and $175.0
million under a second lien term loan facility.

Substantially all of the assets of Foamex and its domestic
subsidiaries and Foamex Canada are pledged as collateral for the
borrowings.

Borrowings under the revolving credit facility are subject to a
borrowing base formula based on eligible accounts receivable and
bear interest at floating rates based upon either LIBOR or a Base
Rate, including an applicable margin.

The revolving credit facility will mature on February 12, 2012.

Borrowings under the term loan facilities also bear interest at
floating rates based upon and including a margin over either
Eurodollar, or a Base Rate.

The first lien term loan facility is subject to quarterly
principal repayments initially equal to approximately $1.1
million, and annual excess cash flow repayments, with the balance
maturing on February 12, 2013.

The second lien term loan facility matures on February 12, 2014,
and is subject to a prepayment premium of 2.0% during the first
year and 1.0% during the second year.

Foamex borrowed approximately $13.4 million under the $175.0
million revolving credit facility and the full amounts of the
first lien term loan facility and second lien term loan facility
on February 12, 2007 to pay amounts due under the Company's
bankruptcy plan.  The initial weighted average interest rates were
8.25%, 7.57% and 10.07%, respectively.

                  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).  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 $529,433,000 and total liabilities of
$794,223,000, resulting to a total stockholders' deficit of
$264,790,000.


FRIEDMAN'S INC: U.S. Trustee Objects to Unsecured Panel's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing, on March 20, 2008, to consider the objection of
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, to the
retention of Moses & Singer LLP as counsel for the Official
Committee of Unsecured Creditors appointed in the bankruptcy cases
of Friedman's Inc. and affiliate Crescent Jeweler Inc., Bill
Rochelle of Bloomberg News reports.  The Debtors and junior lender
Harbinger Capital Partners Master Fund I Ltd. also objected to the
employment of Moses & Singer.

The U.S. Trustee told the Court that the proposed counsel should
be disqualified because the brother of one of the firm's partners
is on the Debtors' board of directors, Mr. Rochelle relates.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/    
-- and -- http://www.crescentonline.com/-- is the parent company     
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

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

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims, balloting, and noticing agent.  As of Dec. 28,
2007, the Debtors listed total assets of $245,787,000 and total
liabilities of $171,877,000.


GENERAL MOTORS: Wants to Take Tools If Plastech Stops Delivery
--------------------------------------------------------------
General Motors Corporation seeks relief from the automatic stay
under Section 362(d) of the U.S. Bankruptcy Code to allow it to
recover certain equipment in the event Plastech Engineered
Products, Inc., and its debtor-affiliates fail to produce
component parts for GM vehicles.

General Motors has provided to the Debtors via bailment, certain
supplies, materials, tools, jigs, dies, gauges, fixtures, molds,
patterns, equipment and other items to enable the Debtors to
manufacture parts unique to GM's vehicles.

On Feb. 12, 2007, and January 22, 2008, Plastech entered into
Financial Accommodation Agreements with GM and other major
customers.  Under the Agreements, GM provided significant
accommodations to Plastech, including a payment of $11,500,000
beyond GM's otherwise existing contractual obligations to the
company.  In exchange, Plastech agreed to grant immediate
possessory rights to tooling paid by the Major Customers.

GM did not disclose the value of tooling in the Debtors'
possession that it had paid for.

Scott A. Wolfson, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, informs the U.S. Bankruptcy Court for the
Eastern District of Michigan that GM has strongly supported
Plastech through financial and other accommodations, and will
continue its discussions with Plastech and others in pursuit of
the Debtors' efforts to emerge from Chapter 11 as competitive,
viable suppliers or, if a reorganization is not possible, to
effectuate an orderly wind-down, respectful of the interests of
all customers and other constituents.

However, the uncertainties confronting Plastech are self-evident,
Mr. Wolfson avers.  He notes that Plastech has only obtained a
limited amount and duration of its debtor-in-possession loan and
has already advised GM that it plans to close four facilities
where GM component parts are made.

According to Mr. Wolfson, GM must prepare for contingencies and
circumstances in which Plastech cannot or otherwise fails to
deliver components to GM on a timely basis, thereby placing GM's
assembly operations in jeopardy with consequential prejudice and
actual harm to GM, its over 100,000 employees and those persons
and entities who rely upon and engage in business with GM.

Mr. Wolfson asserts that GM's request for a lifting of the stay
under Section 362(d) is necessary so that GM could prepare for
resourcing in the event that Plastech is no longer able to
provide GM with the parts it needs for its manufacturing
processes.

"As the Court has recognized, any failure by Plastech to supply
component parts to a major customer such as GM would result in
disruptions to assembly lines within hours, which would be
followed by layoffs and substantial damages," Mr. Wolfson states.

Mr. Wolfson notes that:

    -- In its ruling on a motion from relief from stay filed by
       Chrysler, LLC, the Court recognized that Plastech has no
       equity in the tooling by virtue of certain tooling
       acknowledgments to which Chrysler and GM were both
       parties; and

    -- Granting GM's request will not adversely affect any
       reasonable likelihood of Plastech's pursuit of a
       successful conclusion to its Chapter 11 cases.  GM
       proposes that modification of the automatic stay be only
       allowed when Plastech is either (i) by its own statement
       or actions, unwilling or (ii) unable to continue to supply
       specific component parts under the terms of governing
       purchase orders, as a result of which the certain tooling
       will be unnecessary to future prosecution of the Chapter
       11 cases.

GM asks the Court to enter an order allowing it to enforce its
non-bankruptcy rights in state court to:

   (1) recover possession of all Tooling associated with a
       rejected Production Purchase Order immediately upon the
       rejection of any Production Purchase Order;

   (2) recover possession of all Tooling associated with a
       facility that Debtors notify GM of their intent to close;

   (3) recover possession of all Tooling upon the expiration of
       financing for Debtors in the absence of a final, non-
       appealable order approving further financing for the
       Debtors; and

   (4) recover possession of all Tooling associated with a
       Component Part in the event Debtors are unable to supply
       GM its requirements of that Component Part under the terms
       of the Production Purchase Orders.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000)

                       About General Motors

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

                          *     *     *

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

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM 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 GULF: Weak Financial Performance Cues Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded Georgia Gulf Corporation's
corporate family rating to B3 from B1.  In addition Moody's
downgraded the company's secured revolver and term loan to Ba3,
its unsecured notes to Caa1 and its subordinated notes to Caa2.
The rating outlook is negative.  These actions conclude Moody's
review initiated on Nov. 8, 2007.

The two notch downgrade for the CFR and the negative outlook are
due to concerns over the company's ability to maintain compliance
with tightening financial covenants in its bank facility combined
with the difficult conditions in the high yield loan and debt
markets.

The ratings reflect continuing weak financial performance due to
the downturn in the US housing market, uncertainty over the length
or depth of the US housing downturn, significant declines in US
renovation and remodeling expenditures, the negative impact of a
potential US consumer-led recession in 2008 and the continuing
appreciation of the Canadian dollar which has raised the cost of
fabricated products imported into the US from the company's
facilities in Canada.  However, Moody's expects further increases
in caustic soda margins, on-going cost reduction activities,
delays in the startup of new US PVC capacity (Shintech), and to a
lesser degree, PVC exports, to partially offset the negative
impact from the US housing downturn and recession.

In addition, Moody's anticipates that the company should be able
to moderately reduce debt in 2008 due to modest free cash flow
from operations and working capital reductions.  Management has
stated that potential asset sales, and additional sale and lease-
back transactions, could further reduce debt in 2008.

While Moody's believes that GGC is fundamentally a stronger credit
over the medium term than the B3 CFR would imply, Moody's is
focusing more on the company's near-term performance due to the
expectation of weaker credit metrics in 2008 and the anticipation
that the company's will need to renegotiate the financial
covenants in its revolver and term loan to maintain access to
these facilities over the next 12 months.  Furthermore, the
current conditions in the market for high yield loans and debt are
likely to make this process more difficult, and will likely result
in a meaningful increase in its borrowing costs.

The negative outlook is solely due to Moody's concerns over the
company's ability to maintain compliance with the financial
covenants in its credit facilities over the next 12-24 months.   
Resolution of this issue combined with a turnaround in the
company's projected financial performance could result in a
positive rating action.  Conversely, failure to resolve this issue
combined with weaker conditions in the company's main end-markets,
PVC and PVC-based fabricated products, could result in a negative
rating action.

Downgrades:

Issuer: Georgia Gulf Corporation

  -- Probability of Default Rating, Downgraded B3 from B1

  -- Corporate Family Rating, Downgraded B3 from B1

  -- Gtd. Sr. Secured Revolving Credit Facility due 2011 to Ba3
     (LGD2 / 23%) from Ba2

  -- Gtd. Sr. Secured Term Loan due 2013 to Ba3 (LGD2 / 23%) from
     Ba2

  -- Gtd. Sr. Senior Unsecured Notes due 2014, Downgraded to Caa1
     (LGD5 / 71%) from B2

  -- Gtd. Sr. Senior Unsecured Notes due 2013, Downgraded to Caa1
     (LGD5 / 71%) from B2

  -- Gtd. Sr. Senior Subordinated Notes due 2016, Downgraded to
     Caa2 (LGD6 / 93%) from B3

Outlook Actions:

Issuer: Georgia Gulf Corporation

  -- Outlook, Changed To Negative from Under Review for Downgrade

Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, polyvinyl chloride resins
and vinyl compounds), PVC fabricated products (pipe, siding,
window profiles, plastic lumber, etc.), and aromatics (cumene,
phenol and acetone).  The company generated revenues of
$3.2 billion in 2007.  GGC substantially increased its leverage in
October 2006 with the acquisition of Royal Group, a building and
home improvement products manufacturer (primarily PVC-based
products) for approximately $1.5 billion; the acquisition was
entirely debt financed.


GRUSAF LLC: Case Summary & 117 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Grusaf, L.L.C.
             211 East International Boulevard
             Daytona Beach, FL 32118

Bankruptcy Case No.: 07-12701

Debtor-affiliate filing a separate Chapter 11 petition on March
12, 2008:

        Entity                                     Case No.
        ------                                     --------
        Ursula Amon & Felix Amon                   08-03209

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        R.X. Realty, Inc.                          07-08444
        F.E.M.I. International, Inc.               07-10904
        C.W.C. Construction Group, L.L.C.          07-11943
        Madeira South, L.L.C.                      07-12104

Type of Business: The Debtors develop condominiums.

Chapter 11 Petition Date: December 21, 2007

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtors' Counsel: Buddy D. Ford, Esq.
                     (Buddy@tampaesq.com)
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Grusaf, LLC's Financial Condition:

Total Assets: $8,597,605

Total Debts: $11,215,902

A. Grusaf, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

B. F.E.M.I. International, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

B. R.X. Realty, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

C. F.E.M.I. International, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

D. C.W.C. Construction Group, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

E. Madeira South, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

F. Ursula Amon & Felix Amon's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
IStar Financial                Personal guarantee    $19,232,669
P.O. Box 3040
Garden Grove, CA 92842

Fifth Third Bank               Personal guarantee    $8,826,226
P.O. Box 630337
Cincinnati, OH 45263

Transatlantic Bank             Personal guarantee    $7,280,000
Attn: Michael Rosen, Esq.
48 East Flagler Street
Miami, FL 33131

Madeira Recovery, LLC          Judgment & attorney's $7,171,186
Roetzel & Andress, LPA         fees
420 South Orange Avenue
CNL Center II, 7th Floor
Tallahassee, FL 32302-6507

Downtown Tampa Investments     Personal guarantee    $5,097,000
Stephen Szabo, Esq.
100 North Tampa Street,
Suite 2700
Tampa, FL 33602-5810

Prosperity Bank                Personal guarantee    $2,722,198
Attn: Katherine G. Jones, Esq.
P.O. Drawer 3007
Saint Augustine, FL
32085-3007

Mark Nagrani                   Prommissory note      $2,000,000
612 South Palmetto Avenue
New Smyrna Beach, FL

Florida Community Bank                               $1,717,012
155 North Bridge Street
Labelle, FL 33935

Black & White Investment Co.   Personal guarantee    $1,549,680
1124 Waverly Drive
Daytona Beach, FL 32118-3621

Internal Revenue Service       2005 1040 taxes       $1,332,107
Special Procedures Staff
400 West Bay Street, Stop 5720
Jacksonville, FL 32202

First National Bank of         Personal guarantee    $1,300,000
Pennsylvania
4140 East State Street
Hermitage, PA 16148

Eric Greve & Kiftsgate Trust,  personal guarantee    $940,000
"Berg en Vaart"
Cannenburgerweg 17-19, 1244
RE's Graveland, Netherlands

Woodlea Investment Co., LLC    Personal guarantee    $803,806
P.O. Box 10506
Daytona Beach, FL 32120

Green Point Mortgage                                 $607,482
P.O. Box 1093
Branford, CT 06405

Woodlea Investment Co., LLC    Personal guarantee    $540,894
P.O. Box 10506
Daytona Beach, FL 32120

National City                                        $491,612
P.O. Box 856176
Louisville, KY 40285

Sunshine State Commercial      Personal guarantee    $490,836
Bank
Robert Kit Korey, Esq.
595 W. Granada Boulevard,
Suite A
Ormond Beach, FL 32174


HEATHY DIRECTIONS: S&P Withdraws Ratings on Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Potomac, Marylandbased Heathy Directions LLC, at the company's
request.
      
"The 'CCC+' corporate credit rating and negative outlook reflected
declining operating trends and a distinct possibility of a
covenant breach," said Standard & Poor's credit analyst Charles
Pinson-Rose.


HELLER JACOBS: Judge Lifland Dismisses Chapter 11 Case
------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York dismissed Heller Jacobs & Kamlet
LLP's Chapter 11 case early this week.

As revealed in court documents, the firm was "administratively
insolvent", Bankruptcy Law 360 relates.

Judge Lifland ordered the Debtor's counsel, Geron & Associates
P.C., to continue as the distribution agent of the estate's
allowed administrative claims.  In addition, the Court also
ordered Fox Rothschild LLP to continue serving as the estate's
fiduciary and distribute additional fees to the administrative
claimants.

Based in New York City, Heller, Jacobs & Kamlet, LLP is a limited
liability, personal injury law firm.  The firm filed for Chapter
11 protection on May 7, 2004 (Bankr. S.D.N.Y. Case No. 04-13127).  
Yann Geron, Esq., at Geron & Associates P.C., represented the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$1,200,022, and total liabilities of $1,464,769.


HERBST GAMING: Board Creates Office of the Chief Executive Officer
------------------------------------------------------------------
Herbst Gaming Inc. said in a regulatory filing that on March 5,
2008, its Board of Directors adopted a resolution creating the
Office of the Chief Executive Officer, and appointed Ferenc Szony
as president in addition to chief operating officer.  Edward
Herbst, who had previously served as chairman of the board, chief
executive officer and president, continues to serve as the
company's chairman of the board and chief executive officer.

Prior to joining the company in connection with its acquisition of
the Sands Regent in January of 2007, Mr. Szony had been the
president and chief executive officer of the Sands Regent since
1997.  Prior to joining the Sands Regent, Mr. Szony served in
several executive positions within the Hilton Hotel Corporation,
last serving as president at the Reno Hilton Resort from 1994 to
1997.

The company said that the Office of the Chief Executive Officer
was formed to address and make decisions with respect to
significant operational, financial, strategic, legal and or
restructuring issues consistent with the business strategies,
plans and budgets of the company and other Board approved matters
including, but not limited to, those delegated to the Office of
the Chief Executive Officer by the Board.

The members of the Office of the Chief Executive Officer consist
of the company's chief executive officer, its president & chief
operating officer, chief financial officer, general counsel and
the company's two executive vice presidents.  

                       About Herbst Gaming

Headquartered in Las Vegas, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and   
slot route operator that operates casinos located in Nevada,
Missouri and Iowa.  The company owns and operates approximately
6,800 slot machines in its slot route business and is a slot
machine operator in Nevada.  

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 5, 2008,
Moody's Investors Service lowered the ratings of Herbst Gaming
Inc., including the corporate family, rating which was downgraded
to B3 from B2, following the company's Feb. 28, 2008 announcement
that it has engaged Goldman Sach's & Co. as financial advisor to
assist the company with its evaluation of strategic and financial
alternatives.  Herbst's ratings were also placed under review for
possible further downgrade.


JAMES LIGHTLE: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: James C. Lightle
        51131 Road KK
        Burlington, CO 80807

Bankruptcy Case No.: 08-12851

Chapter 11 Petition Date: March 10, 2008

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Douglas C. Pearce, II, Esq.
                  390 Interlocken Crescent
                  Suite 490
                  Broomfield, CO 80021
                  Tel: 303-661-9292
                  Fax : 303-661-9555
                  doug@crlpc.com

Total Assets: $2,068,261

Total Debts: $1,298,134

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hitchcock Inc.                   trade debt        $14,958
49994 East Highway 24
Burlington, CO 80807

Wilcox Oil & Chemical            trade debt        $2,162
616 11th Street
P.O. Box 97
Burlington, CO 80807

Am First Bank                                      $2,071
602 W. B. Street
Mc Cook, NE 69001

1st National Bank of Omaha       trade debt        $1,676

Aff Credit Services                                $155

Central State Recovery                             $32



JEFFERSON COUNTY: Debt Restructuring Plan Fails to Lift Bond Price
------------------------------------------------------------------
A proposal by the Jefferson County Commission to restructure its
$3.2 billion sewer debt failed to lift the county's bond price on
Thursday, Reuters reports.

Yields on the sewer debt have widened as much as 200 basis points
since rating agencies expressed concern about the company's
ability to meet its debt obligations in February, the report said,
citing traders.

On Wednesday, Commission President Bettye Fine Collins said the
county could repay the sewer bond debt with excess revenues from a
1-cent sales tax that was passed to fund school construction, Jay
Reeves of the Associated Press reports.  The money is available
without a need for new taxes -- that is, if all the members of the
commission and legislators agree.

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, warned 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.

Without a restructuring, the county's debt payments could balloon
to $250 million annually, while the sewer system generates net
revenues of only $138 million a year, Commissioner Collins said,
according to AP.  She said the commission has told the banks and
the bond insurers they will seek authority from the Legislature to
apply excess sales tax revenues to the sewer debt.

Rep. John Rogers, co-chairman of the Jefferson County delegation
has said the legislators do not agree with the plan, according to
the report.

According to Reuters, a small block of sewer bonds maturing in
2020, on Wednesday traded as cheap as 83.6 cents on the dollar
with a 7.057 percent yield.  The bonds are insured by Financial
Guaranty Insurance Corp. and carry a 5 percent coupon.

                   S&P and Moody's Ratings

As reported by the TCR on March 10, 2008, Standard & Poor's
Ratings Services lowered its underlying rating on Jefferson
County, Alabama's sewer revenue debt three notches to 'CCC' from
'B' due to the likelihood that the county will not post collateral
to counterparties by March 7, 2008, as specified in the terms of
the county's swap agreements.  In addition, the rating service
revised its CreditWatch status on the debt to developing from
negative.

As reported by the TCR on March 5, 2008, Moody's Investors Service
downgraded to B3, from Baa3, the underlying sewer revenue rating
on Jefferson County's $3.2 billion in outstanding sewer revenue
warrants.  The warrants are backed by bond insurance from various
financial guarantors including XL Capital Assurance (rated A3 with
a negative outlook), FGIC (rated A3 on review for possible
downgrade) and FSA (rated Aaa with a stable outlook).  The bonds
will continue to carry the insured ratings as they are higher than
the underlying rating.


JEFFERSON COUNTY: NY Times Notes Ex-JPMorgan Exec's Role in Crisis
------------------------------------------------------------------
May Williams Walsh of The New York Times, in a March 12, 2008
article, brought to the fore the role of former JPMorgan Chase
banker Charles E. LeCroy in transactions that led to the troubles
of Jefferson County.

In 2002, Mr. LeCroy persuaded the county to convert its debt from
fixed interest rates to adjustable rates to reduce interest
payments, the article stated.  He also recommended that the county
use interest-rate swaps that he said would protect it if interest
rates rose.  Mr. LeCroy helped the county sell bonds to pay for
the upgrade.  The county is now facing ballooning interest costs
for the debt.

                       Technical Default

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.

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

Jefferson County Commission's president Bettye Fine Collins, said
the county is negotiating with its creditors, but the results are
still uncertain, according to New York Times.

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.  According to the New York Times, of 11 swaps and
similar contracts Jefferson County went into from 2001 to 2003,
eight were with JPMorgan Chase.  

Mr. LeCroy was imprisoned for three months in 2005 in connection
with a municipal corruption case in Philadelphia, according to the
report.  He has left JPMorgan Chase and declined to comment for
the New York Times article.

         SEC Investigation of Former Finance Official

Mr. LeCroy's plan was supported by the then Jefferson County's
finance and general services official Larry Langford, now the
mayor or Birmingham.

As reported by the TCR on March 13, 2008, citing an article by  
The Wall Street Journal, the U.S. Securities and Exchange
Commission is investigating Mayor Langford 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 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.

According to the report, in a deposition in June, Mr. Langford
said to understand the deal, he asked for the advice of William
Blount, owner of the firm Blount Parrish & Company.

The SEC investigation is part of a larger probe into possible
fraud in the offering and sale of bonds and derivatives.  The SEC
deposed Mr. Langford last year to learn whether any securities
laws had been broken when Jefferson County refinanced its bonds,
particularly whether or not payments to the officials who control
the bond deals were made.

                     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.  Porter White is advising the county
on its finances.


JMG EXPLORATION: Price per Share Falls Below NYSE Listing Criteria
------------------------------------------------------------------
JMG Exploration Inc. received a letter from the NYSE Arca Exchange
indicating that JMG is no longer in compliance with the NYSE Arca
minimum price per share as required for continued listing.  

The NYSE Arca also indicated that JMG's continual loss from
operations, the existing liquidity situation and material
weaknesses in internal controls are also possible grounds for
delisting.  The letter requested that JMG respond indicating their
intent and plan to cure the price per share deficiency.

On March 7, 2008, JMG's board of directors determined that it
could not affirm an ability to cure the price per share deficiency
within the six months permitted by NYSE Arca's policies.

The board further determined to take action to initiate the
trading of the company's stock on the OTC Bulletin Board.  The
company will make a further statement regarding this transition
and expects that NYSE Arca will suspend the company's common stock
from trading in the near future.

                     About JMG Exploration

JMG Exploration Inc. (NYSEArca: JMG) is an independent energy
company that explores for, develops and produces natural gas,
crude oil and natural gas liquids in Canada and the United States.  
Currently, all of the company's proved reserves are located in the
United States.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Hein & Associates LLP, in Irvine, California, expressed
substantial doubt about JMG Exploration Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm reported that the company has not realized a profit
from operations since its incorporation on July 16, 2004, and it
is in a negative working capital position as of Dec. 31, 2006.  


LAWRENCE EVERSTON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Lawrence F. Everston
        285 Lafayette Street
        Apartments 6A and B
        New York, NY 10012

Bankruptcy Case No.: 08-10859

Chapter 11 Petition Date: March 12, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Harold S. Berzow, Esq.
                     (hberzow@rmfpc.com)
                  Ruskin Moscou Faltischek, P. C.
                  East Tower 15th Floor, 190 EAB Plaza
                  Uniondale, NY 11556
                  Tel: (516) 663-6600
                  Fax: (516) 663-6796
                  http://www.rmfpc.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


LEGENDS GAMING: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
----------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of Legends Gaming LLC to D from Caa1 following its filing
for protection under Chapter 11 of the US Bankruptcy Code.   
Subsequent to this rating action, Moody's will withdraw all of
Legends' ratings.

These ratings were downgraded:

  -- Corporate family rating to Ca

  -- Probability of default rating to D

  -- Rating on the first lien revolver to Caa2 (LGD2, 26%)

  -- Rating on the first lien term loan to Caa2 (LGD2, 26%)

  -- Rating on the second lien term loan to C (LGD5, 80%)

Headquartered in Frankfort, Illinois, Legends currently owns and
operates two gaming properties located in Bossier City, Los
Angeles and Vicksburg, Mississippi, under the DiamondJacks Casino
brand.  Moody's estimated that the company generated approximately
$154 million in net revenues in 2007.


LEINER HEALTH: Allowed to Hire Garden City Group as Claims Agent
---------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved Leiner Health Products Inc. and its
debtor affiliates' motion to retain The Garden City Group Inc. as
its noticing, claims and balloting agent.

The Garden City Group Inc. will:

     a. Prepare and serve documents on behalf of the Debtors in
        these chapter 11 cases, including:

        1. notice of the commencement of the Debtors' chapter 11
           cases and the initial meeting of creditors under 341(a)
           of title 11 of the U.S. bankruptcy code;

        2. notice of any claims bar date;

        3. motions, applications and other requests for relief
and                       
           related documents;

        4. objections, responses and replies with respect to
           requests for relief;

        5. hearing agendas;

        6. objections to claims;

        7. any disclosure statements, chapter 11 plans and all
           documents related thereto; and

        8. all notices of filing of the documents listed, hearings
           and such other miscellaneous notices as the Debtors or
           the Court may deem necessary or appropriate for orderly
           administration of these chapter 11 cases.

     b. Function as claims agent, which includes these services:

        1. maintaining an official claims register in the Debtors'
           chapter 11 cases by docketing all proofs of claim and
           proofs of interest in a database;

        2. maintaining copies of all proofs of claim and proofs of
           interest filed in these chapter 11 cases;

        3. updating the official claims registers in accordance
           with court orders;

        4. implementing necessary security measures to ensure the
           completeness and integrity of the claims registers;

        5. transmitting to the Office of the Clerk of Court a copy
           of the claims registers as requested;

        6. maintaining an up-to-date mailing list for all entities
           that have filed proofs of claim or proofs of interest
           and make such list available upon request to the
           Clerk's office or any party in interest;

        7. providing access to the public for examination of
           copies of the proofs of claim and proofs of interest
           filed in these chapter 11 cases;

        8. recording all transfers of claims pursuant to Rule
           3001(e) of the Federal Rules of Bankruptcy Procedure
           and, if directed to do so by the court, provide notice
           of such transfers as required by the Bankruptcy Rule
           3001(e); and

        9. establishing a case website with case information
           including key date, service lists and free access to
           the case docket within three days of docketing.

     c. Acting as balloting agent, which may include these
        services:

        1. printing ballots and coordinating the mailing of
           solicitation packages to all voting and non-voting
           parties and provide a certificate or affidavit of
           service with respect thereto;

        2. establishing a toll-free 800 number to receive
           questions regarding voting with respect to any chapter
           11 plan;

        3. receiving ballots at a post office box, inspecting
           ballots at a post office box, inspecting ballots for
           conformity to voting procedures, date stamping
and            
           numbering ballots consecutively and tabulating and
           certifying the results; and

        4. preparing voting reports by plan class, creditor or
           shareholder and amount for review and approval by the
           Debtors and their counsel.

Michael Sherin, chairman of The Garden City Group Inc., 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 will pay the firm these hourly billing rates:

     Administrative                             $40  - $63
     Data Entry Processors                      $49
     Supervisor                                 $63  - $85
     Mailroom and Claims Control                $49
     Quality Assurance Staff                    $63  - $112
     Project Manager                            $112
     Programmer                                 $112 - $135
     Senior Project Manager                     $135
     Senior Programmer                          $135 - $166
     Director and Assistant Vice President      $157
     Senior Account Executive                   $180
     Vice President                             $202

Michael Sherin can be reached at:

     Michael Sherin
     The Garden City Group Inc.
     105 Maxess Road,
     Melville, New York 11747
     Tel: 1-800-327-3664
     http://www.gardencitygroup.com

                       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.


LEVEL 3: Sunit Patel to Continue as Chief Financial Officer
-----------------------------------------------------------
Kevin O'Hara is stepping down as Level 3 Communications, Inc.'s
president and chief operating officer, effective immediately.  The
company disclosed that Sunit Patel, the company's current chief
financial officer, will continue in the role of CFO.  The company
has terminated its previously disclosed search for a new CFO.

"Kevin O'Hara has worked closely with me for more than 20 years
and this was obviously a difficult decision for both of us," Jim
Crowe, chief executive officer of Level 3, said.  "Kevin is one of
the founders of our company and has made enormous contributions to
its success. I want to personally thank him for his
professionalism and commitment to our company over the many years
we've been together.  At this time, however, Kevin and I have
agreed that a different perspective will be of benefit to our
company."

Neil Hobbs, currently executive vice president, sales and network
services, has been appointed to the newly created position of
executive vice president, operations.  Mr. Hobbs and Mr. Crowe
will be assuming Mr. O'Hara's responsibilities going forward.  Mr.
Crowe will assume the additional title of president.

"I have worked closely with Neil Hobbs for several years and
particularly closely over the last few months as we have worked to
address our service activation and service management challenges,"
Mr. Crowe said.  "I have great confidence that Neil will continue
to provide the leadership that has already shown significant
positive results in the early part of this year.   

"In October, we announced that we were beginning a search for a
new CFO.  At the same time, we began implementing internal
organizational changes aimed at both retaining Sunit Patel and
bolstering our financial operational capabilities.  During the
search process, it became clear that the company would be best
served by Sunit remaining CFO.  I am particularly pleased that our
company will continue to benefit from Sunit's broadly recognized
leadership and strategic financial thinking.  He is a gifted,
financial executive with a deep knowledge of and commitment to the
company."

As part of the internal finance organization changes, the company
appointed Neel Dev to the new position of senior vice president,
finance with responsibility for financial planning, budgeting and
analysis for operations and the company's customer facing market
groups.  Mr. Dev has years of experience in finance and
operations, and in his new role will report to Mr. Patel.
  
"Over the last several months, we have said that our company's
primary goals for 2008 are to increase sales and service
installation rates and to achieve sustainable, positive free cash
flow as soon as reasonably possible," Mr. Crowe said.  "We have
already made real progress toward achieving these important
objectives.  I expect that the organizational changes we are
announcing today will further contribute to the improvements we
have already realized."

Headquartered in Broomfield. Colorado, Level 3 Communications Inc.
(NASDAQ:LVLT) -- http://www.level3.com/-- is engaged in the   
communications business.  Level 3 is a facilities-based provider  
of integrated communications services.  As of Dec. 31, 2006, the
company had approximately 73,000 intercity route miles in the
United States and Europe, connecting 16 countries.  As of Dec. 31,
2006, the company had metropolitan fiber networks in approximately
125 markets in the United States and Europe, which contain
approximately 25,000 route miles and connect in the aggregate
approximately 6,500 traffic aggregation points and buildings.   
During the year ended Dec. 31, 2006, the company acquired Content
Delivery Network services business of SAVVIS Inc., Broadwing
Corporation, TelCove Inc., ICG Communications Inc., Progress
Telecom LLC and Looking Glass Networks Holding Co. Inc.  On Sept.
7, 2006, the company sold Software Spectrum Inc. to Insight
Enterprises Inc.

                          *     *     *

Moody's Investor's Service assigned these ratings to Level 3
Communications Inc. on June, 2006: 'Caa1' long-term corporate
family rating, 'Caa2' senior unsecured debt rating, 'Caa3'
subordinated debt rating, 'Caa1' probability of default rating and
gave a stable outlook.  The rating actions still hold to date.


LEXINGTON RESOURCES: Lexington Oil Files Chapter 11 Petition
------------------------------------------------------------
Lexington Resources Inc. said in a regulatory filing that on
March 4, 2008, its wholly owned subsidiary Lexington Oil and Gas
Ltd., filed a voluntary petition for relief under Chapter 11 of
the U.S. Bankruptcy Code with the United States Bankruptcy Court
for the Eastern District of Oklahoma, Case Number 08-80228.

Lexington Resources said that its subsidiary remains in possession
of its assets and will continue to operate its business and manage
its property as a debtor-in-possession.

                   About Lexington Resources

Headquartered in Las Vegas, Lexington Resources Inc. (OTC BB:
LXRS) -- http://www.lexingtonresources.com/-- is engaged in oil   
and gas operations through its wholly owned subsidiary, Lexington
Oil and Gas Ltd. Co., an Oklahoma limited liability company via a
third party contract operator.

As of Sept. 30, 2007, the company has an aggregate of
approximately 2,944 gross developed acres, 2,200 net undeveloped
acres and 3,257 gross undeveloped acres, 1,771 net developed acres
pursuant to leases or concessions in Texas and Oklahoma.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Whitley Penn L.L.P., in Dallas, Texas, expressed substantial doubt
about Lexington Resources Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2006.  

As reported in the Troubled Company Reporter on Nov 28, 2007, the
company has a working capital deficiency of $7,365,750 at
Sept. 30, 2007, has incurred losses since inception of $40,152,709
and further losses are anticipated in the development of its oil
and gas properties.


LIBERTY MEDIA: S&P's 'BB+' Rating Unmoved by $1BB Share Repurchase
------------------------------------------------------------------
Standard & Poor's Ratings Services said that Liberty Media Corp.'s
(BB+/Negative/--) new share repurchase authorization of up to
$1 billion of Liberty Entertainment common stock and up to
$300 million of Liberty Capital common stock does not affect the
ratings on the company.  The $1.3 billion total authorization
replaces a prior $1 billion purchase authorization of Liberty
Capital common stock, but does not affect the existing Liberty
Interactive repurchase authorization, which has $780 million
remaining.

The company has not indicated a time frame for completing
the repurchase authorization.  Liberty Entertainment is a fairly
new tracking stock created from Liberty Capital to reflect the
performance of Liberty Media's interest in the DIRECTV Group Inc.   
While the repurchase authorization would require a significant use
of cash, the rating assumes that Liberty Media would maintain
adequate liquidity with its available-for-sale securities and
cash on hand.  Liberty Media generates very healthy discretionary
cash flow, primarily through its QVC subsidiary, averaging
$825 million over the last three years.

Furthermore, the company had more than $3.1 billion of cash and
equivalents, and $17.6 billion in available-for-sale equity
investments as of Dec. 31, 2007.  The negative outlook reflects
S&P's view that the company may add to debt leverage to achieve
its strategic goals.  One of the many possibilities includes
increasing its 40% stake in DIRECTV to a majority interest; it
could cost Liberty Media as much as $3.1 billion to get to 51%
ownership, based on DIRECTV's March 11, 2008 closing stock price.   
Aggressive share repurchase activity would raise S&P's concerns
regarding financial policy.


LIDYA KASHEVAROFF: Case Summary & Three Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Lidya Kashevaroff
        1425 Shoal Drive
        San Mateo, CA 94404

Bankruptcy Case No.: 08-30404

Chapter 11 Petition Date: March 12, 2008

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                     (attorneyruth@sbcglobal.net)
                  711 Van Ness Avenue, Suite 440
                  San Francisco, CA 94102
                  Tel: (415) 673-0560

Total Assets:    $500,000 to $1 million

Total Debts: $1 million to $100 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
City & County of San Francisco $900,000
Office of the City Attorney
Attn: Rebecca Liu
1390 Market Street, 5th Floor
San Francisco, CA 94102

Chase                          $10,610
A/N5988
P. O. Box 15145
Wilmington, DE 19850

Todd Emanuel, Esq.             $5,000
Law Offices of Todd P. Emanuel
702 Marshall Street, Suite 400
Redwood City, CA 94063


MANCHESTER INC: Can Temporarily Employ Bridge as Financial Advisor
------------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas has granted to Marchester Inc. and its debtor-affiliates,
permission to employ, on an interim basis, Bridge Associates LLC
as their financial advisor, nunc pro tunc to Feb. 7, 2008.

As the Debtors' financial advisor, Bridge Associates will:

  a) monitor financial results primarily through comparison to
     financial projections and budgets of the Debtors;

  b) evaluate and understand the Debtors' business plan, financial
     projections and loan documents;

  d) implement and review a 13 week cash flow plan;

  e) assist the Debtors in any bankruptcy related matters that may
     be contemplated, including preparation of schedules and
     statement of financial affairs;

  f) review and monitor any contemplated sale process through
     interaction with management and the company's investment
     banker;

  g) act as a facilitator among the various constituents;

  h) prepare periodic status reports for the Board; and

  i) assist in such other matters as may be mutually agreed upon
     between and among Bridge Associates, management, and the
     Board.

As compensation for their services, Bridge Associates'
professionals bill:

        Designation                    Hourly Rate
        -----------                    -----------
        Managing Directors,
          Directors, Principals,
          and Senior Consultants        $350-$550
        Senior Associates and   
          Consultants                   $250-$375
        Associates and Consultants      $200-$300
          Paraprofessionals              $90-$150

Prior to bankruptcy filing, the Debtors paid Bridge Associates a
retainer in the amount of $35,000, which remains unapplied.  The
Debtors do not owe Bridge Associates any amount for services
performed or expenses incurred prior to bankruptcy filing, and
Bridge Associates is consequently not a pre-bankruptcy creditors
of the Debtors.

Louis E. Robichaux IV, a managing director of Bridge Associates,
assured the Court 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 in Sec. 101(14) of
the bankruptcy code.

                       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.


MAXJET AIRWAYS: Still in Talks to Sell Assets After Bid Deadline
----------------------------------------------------------------
MAXjet Airways Inc. disclosed in a Court filing that it is
currently involved in negotiations with interested buyers for its
assets, even well after the Feb. 27 bid deadline, Bill Rochelle of
Bloomberg News reports.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
MAXjet Airways further extended the deadline for receipt of
qualified bids to Feb. 27, 2008, from Feb. 6, 2008.  The Debtor
expects that all proceeds from the sale of its assets will be for
the benefit of its creditors, but not for the shareholders.

Headquartered in Dulles, Virginia, MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw Pittman LLP as
its bankruptcy counsels.  Arent Fox LLP represents the Official
Committee of Unsecured Creditors.  The Debtor's summary of
schedules shows assets of $14,836,147 and debts of $23,601,824.


MCMILLIN COMPANIES: Moody's Withdraws Caa2, Caa3 Ratings
--------------------------------------------------------
Moody's Investors Service withdrew all the ratings of McMillin
Companies, LLC, including its Caa2 corporate family rating, its
Caa2 probability of default rating, its Caa3 senior notes rating,
and its negative outlook.  Moody's has withdrawn these ratings for
business reasons.

Headquartered in San Diego, California, McMillin designs,
constructs, markets and sells single family detached homes to
entry level and move-up buyers.  The company also makes limited
capital investments in and manages the development of residential
land and other real estate ventures.


MICHAEL TAYLOR: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael Taylor
        1842 Lamont Street, Northwest
        Washington, DC 20010

Bankruptcy Case No.: 08-13450

Chapter 11 Petition Date: March 12, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: James Greenan, Esq.
                     (jgreenan@mhlawyers.com)
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's XX Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citibank                       Credit Card           $45,000
P.O. Box 6500                  Purchases
Sioux Falls, SD 57117

O'Neal Manion                  Construction          $24,000
6931 Arlington Road
Bethesda, MD 20814

Internal Revenue Service       Tax Lien for          $22,000
Philadelphia, PA 19255         real estate

Capital One                    Credit Card           $1,000
                               Purchases


MORGAN STANLEY: S&P Downgrades Rating on $3M Notes to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$3 million class A-5 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B-' from 'B'.
     
The downgrade reflects the March 10, 2008, lowering of the senior
unsecured debt ratings on Bowater Inc.
     
Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction.  The rating on each class of notes is based on the
lowest of:

(i) the ratings on the respective reference obligations for each
class (with respect to class A-5, the senior unsecured notes
issued by Bowater Inc. {'B-'});

(ii) the rating on the guarantor of the counterparty to the credit
default swap, the interest rate swap, and the contingent forward
agreement (in each instance, Morgan Stanley {'AA-'}); and

(iii) the rating on the underlying securities, the class A
certificates due 2013 issued by BA Master Credit Card Trust II's
series 2001-B ('AAA').


MORRIS PUBLISHING: Moody's Downgrades Ratings to 'B1' From 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded Morris Publishing Group,
LLC's Corporate Family rating to B1 from Ba3, and placed all
ratings under review for possible further downgrade.  Details of
the rating action are:

Downgrades:

Issuer: Morris Publishing Group, LLC

  -- Probability of Default Rating, Downgraded to B1 from Ba3

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- $300 million Senior Subordinated Regular Bond/Debenture,
     Downgraded to B2 LGD5, 75% from B1 LGD5, 78%

Affirmed:

  -- $264 million Senior Secured Bank Credit Facility LGD2, 17%

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

All ratings are placed under review for possible further
downgrade.

The downgrade incorporates Moody's heightened concern that Morris
Publishing will continue to experience a soft advertising
environment in most of its markets, especially in the hard-hit
sub-prime Jacksonville, Florida market, where the company's
largest property - The Florida Times -- Union, (accounting for
more than 32% of Morris Publishing's 2007 sales) reported over a
20% decline in advertising sales for the year ending Dec. 31,
2007.

The review for possible downgrade will assess management's plans
to revitalize near-term profitability in the face of weakening
sales, and its ability to cut costs (including fees paid to its
owner for management and shared services, which totaled
approximately $30 million for the LTM period ended Sept. 30,
2007).  In addition, the review will consider the sufficiency of
Morris Publishing's near-term liquidity, its ability to reduce
leverage and comply with financial covenants (including a total
leverage covenant which is scheduled to tighten to 5.5 times
parent consolidated debt to EBITDA at the end of December 2008),
and the level of asset protection provided to debt holders in
light of the continuing erosion of newspaper market valuations.

As a private company, controlled and managed by the Morris family,
Morris Publishing and its parent Morris Communications do not
provide any measure of board independence or any meaningful
corporate governance provisions to protect debt holders.  Moody's
remains concerned about the significant level of inter-company
transactions between Morris Publishing, Morris Communications and
other subsidiaries of the ultimate holding company, Shivers
Trading and Operating Company.

Headquartered in Augusta, Georgia, Morris Publishing Group
reported revenues of $374 million for the twelve-month period
ending Dec. 31, 2007.  Morris Publishing Group is a wholly owned
subsidiary of Morris Communications, which also owns and operates
periodicals, outdoor advertising, book publishing, commercial
printing and radio broadcast properties.


MORRIS PUBLISHING: Revenue Decline Cues S&P's Rating Cut to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Morris Publishing Group LLC two notches to 'B' from
'BB-'.  At the same time, Standard & Poor's lowered its ratings on
the company's secured debt to 'BB-' from 'BB+' and its ratings on
the company's subordinated debt two notches to 'CCC+' from 'B'.   
The corporate credit rating and issue-level ratings were removed
from CreditWatch, where they were placed with negative
implications on Feb. 7, 2008.  The outlook is negative.
      
"The downgrade reflects significant declines in revenue and EBITDA
in Morris's newspaper business segment and the likelihood for
further declines in the intermediate term," said Standard & Poor's
credit analyst Liz Fairbanks.  "The downgrade also reflects the
possible near-term violation of the bank facility's financial
maintenance covenants, among which the total leverage covenant
tightens one turn to 5.5x on Dec. 31, 2008."
     
In order to comply with this covenant, the company will have to
meaningfully improve operations or find a mechanism to
meaningfully reduce debt, possibly through the sale of additional
assets.


MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mountain View Golf Properties, Inc.
        P.O. Box 926
        Uniontown, PA 15401

Bankruptcy Case No.: 08-21600

Chapter 11 Petition Date: March 12, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Thomas P. Agresti

Debtor's Counsel: Kevin Clancy, Esq.
                  P.O. Box 926
                  Uniontown, PA 15401
                  Tel: (724)952-1098

Estimated Assets: $1 million to $100 million

Estimated Debts:  $100,000 to $500,000

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


NATIONAL CENTURY: Former Executives Guilty of Fraud and Conspiracy
------------------------------------------------------------------
A federal jury has found five former executives of National
Century Financial Enterprises guilty of conspiracy, fraud and
money laundering, following a six-week trial and less than two
days of deliberation, Assistant Attorney General Alice S. Fisher
and U.S. Attorney Gregory G. Lockhart of the Southern District of
Ohio announced today.

The Columbus, Ohio, jury returned the guilty verdict on all
charges contained in a 27-count superseding indictment stemming
from a scheme to deceive investors about the financial health of
NCFE.  The company, which was based in Dublin, Ohio, was one of
the largest healthcare finance companies in the United States
until it filed for bankruptcy in November 2002.

Donald H. Ayers, 71, of Fort Meyers, Florida, an NCFE vice
chairman, chief operating officer, director and an owner of the
company, was found guilty on charges of conspiracy, securities
fraud and money laundering.

Rebecca S. Parrett, 59, of Carefree, Arizona, an NCFE vice
chairman, secretary, treasurer, director and an owner of the
company, was found guilty on charges of conspiracy, securities
fraud, wire fraud and money laundering.

Randolph H. Speer, 58, of Peachtree City, Georgia, NCFE's chief
financial officer, was found guilty on charges of conspiracy,
securities fraud, wire fraud and money laundering.

Roger S. Faulkenberry, 46, of Dublin, Ohio, a senior executive
responsible for raising money from investors, was found guilty on
charges of conspiracy, securities fraud, wire fraud and money
laundering.

James E. Dierker, 40, of Powell, Ohio, associate director of
marketing and vice president of client development, was found
guilty on charges of conspiracy and money laundering.

"These convictions send a clear message to corporate America that
executives will be brought to justice for lying to investors and
misrepresenting the actions taken in their normal course of
business," Deputy Attorney General Mark Filip, chairman of the
President's Corporate Fraud Task Force," said.  "These are the
latest successes in our efforts to improve the integrity of our
financial markets."

"By holding accountable those who break the law, the convictions
help restore some of the faith and trust the public loses every
time corporate executives defraud their investors," Assistant
Attorney General Alice S. Fisher said.  "The jury's verdict
demonstrates that the public will not stand by while company
executives commit billion dollar frauds, leaving the honest
investors to bear the losses they create.  I would like to thank
the trial attorneys from the Fraud Section and the U.S. Attorney's
Office as well as the FBI, IRS, Immigration and Customs
Enforcement and U.S. Postal Inspection Service for their diligent
and successful work on this case."

"The jury convicted company executives of building a financial
house of cards and deceiving investors using financial sleight of
hand," Gregory G. Lockhart, United States Attorney for the
Southern District of Ohio, said.  "I commend the agents,
investigators and prosecutors from the Fraud Section and our
office for their hard work on this lengthy and complex case."

"This case is one of the largest corporate fraud investigations
involving a privately held company headquartered in small town
America," Assistant Director Kenneth W. Kaiser of the FBI Criminal
Investigative Division, said.  "The FBI continues to leverage its
corporate fraud expertise gained through large-scale
investigations such as Enron and WorldCom, to ensure that
corporations represent their true health.  From Dublin, Ohio, to
Houston, Texas to New York, New York, the message is clear that
the FBI will not stand by as corporate executives manipulate their
financial statements and conceal illegal activities from criminal
and regulatory authorities."

"IRS aggressively pursues corporations and their officers who use
their positions of trust for illegal activities," Eileen C. Mayer,
chief, Internal Revenue Service Criminal Investigation, said.  
"This kind of fraud touches the lives of many unsuspecting
citizens and the public should know that the government is serious
about holding corporations and their executives accountable."

At trial, the government presented evidence that the defendants
engaged in a scheme to deceive investors and rating agencies about
the financial health of NCFE and how investor monies would be
used.  Between May 1998 and May 2001, NCFE sold notes to investors
with an aggregate value of $4.4 billion, which evidence presented
at trial showed were worth approximately six cents on the dollar
at the time of NCFE's bankruptcy in November 2002.

NCFE presented a business model to investors and rating agencies
that called for NCFE to purchase high-quality accounts receivable
from healthcare providers using money NCFE obtained through the
sale of asset-backed notes to institutional investors.  The
evidence at trial showed that NCFE advanced money to health care
providers without receipt of the requisite accounts receivable,
oftentimes to healthcare providers that were owned in whole or in
part by the defendants.  The evidence further showed that the
defendants lied to investors and rating agencies in order to cover
up this fraud.

The evidence at trial showed that NCFE concealed from investors
the shortfalls produced by this fraud by moving money back and
forth between accounts, fabricating data in investor reports,
incorporating false information into the accounting system, and
making other false statements to investors and rating agencies.
Moreover, the defendants' compensation was tied to the amount of
money they advanced to healthcare providers and those providers'
outstanding balance owed to NCFE.  The government presented
evidence at trial that showed that the defendants knew that the
business model NCFE presented to the investing public differed
drastically from the way NCFE did business within its own walls
and that NCFE was making up the information contained in monthly
investor reports to make it appear as though NCFE was in
compliance with its own governing documents.

Defendants face the following maximum penalties: Donald H. Ayers,
55 years in prison and $2.25 million in fines; Rebecca S. Parrett,
75 years in prison and $2.5 million in fines; Randolph H. Speer,
140 years in prison and $4.25 million in fines; Roger S.
Faulkenberry, 85 years in prison and $2.5 million in fines; James
E. Dierker, 65 years in prison and $1.75 million in fines.

The case was prosecuted by Assistant U.S. Attorney Douglas Squires
of the Southern District of Ohio, Senior Trial Attorney Kathleen
McGovern and Trial Attorney Wes R. Porter of the Fraud Section,
with assistance from Fraud Section Paralegal Specialists Crystal
Curry and Sarah Marberg, FBI agents Matt Daly, Ingrid Schmitt, and
Tad Morris, IRS Inspectors Greg Ruwe and Mark Bailey, U.S. Postal
Inspector Dave Mooney and ICE Agent Celeste Koszut.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represented
the Debtors.


NELLSON NUTRACEUTICAL: Names Allan Lutz as Interim CEO & Director
-----------------------------------------------------------------
Nellson Nutraceutical LLC appointed three new directors with
experience in the food and consumer products sectors: Allan
Lutz, Scott Meader and Hugh Rovit.  Mr. Lutz also was named
interim chief executive officer of the company.

Mr. Lutz has more than 25 years of food-industry management
experience.  Prior to joining Nellson, he was president and chief
operating officer for the foodservice division of ConAgra Foods,
where he had responsibility for the unit's $3.6 billion portfolio
of branded and customized food products.

"Allan's appointment as a director further strengthens the board's
experience in the food industry, and his operational experience
and proven leadership ability make him an excellent choice to lead
the company now," Scott Meader, chairman of the board of directors
for Nellson, said.  "The demand for nutritional products continues
to grow, and Allan's insight and knowledge will be extremely
valuable as we strengthen and expand Nellson's market position."

"I am very pleased to be joining Nellson Nutraceuticals," said
Mr. Lutz.  "The company has many competitive strengths, and I am
looking forward to working with the executive team and my fellow
board members to grow the business."

Mr. Lutz had led the foodservice business for ConAgra.  Prior to
joining ConAgra, Mr. Lutz was president of the foodservice unit of
Nestle USA.  In this role, he had responsibility for the entire
foodservices business including the Nestle, Carnation and
Stouffers brands.

Mr. Lutz began his career with The Carnation Company in Boston.  
He is a graduate of Stonehill College in North Easton,
Massachusetts.

Mr. Meader served as president and CEO of Milnot Holding
Corporation, a $220 million food company, until its sale last year
and has more than 20 years of experience in the food industry.
Mr. Rovit served as chairman of the Board of Atkins Nutritionals
Inc. after its emergence from bankruptcy in January 2006.

He is the CEO of Sure Fit Inc. a marketer and distributor of
furniture covers and other home furnishings sold through
retailers, internet companies and its own website and catalogue
operations.

"Nellson is setting the stage for renewed growth," Mr. Meader
continued.  "The company has an excellent reputation for quality,
customer service and experience in its markets. And with the
completion of its financial restructuring last year, it has a
solid financial position and a strong group of shareholders, led
by Goldman Sachs, Barclays, Citigroup and GE Capital, who are
committed to its success."

Mr. Lutz replaces Jeffrey B. Dias, who had served as chief
executive officer of Nellson since January 2005.  The board has
retained Spencer Stuart, an executive-recruiting firm to lead the
search for a permanent chief executive.

"On behalf of the board of directors and our entire organization,
I'd like to thank {Mr. Dias] for his tireless efforts and
commitment to the company," Mr. Meader added.  "We wish him every
success in his future endeavors."

                  About Nellson Nutraceutical LLC

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.

The Nellson Acquisition Company LLC, a group of eleven
organizations that came together for the purpose of buying Nellson
Nutraceutical Inc., acquired the company in a $153.5 million bid.  
The sale was completed on Oct. 1, 2007.


NORTEL NETWORKS: Realigns Biz, Sends Jobs Offshore by 2009
----------------------------------------------------------
Nortel Networks Corporation plans to abolish 2,100 jobs in the
United States and United Kingdom and relegate another 1,000 jobs
to India, China and Mexico by 2009, as part of its move to cut
costs and restructure operations, Regina Anthony of Wall Street
Journal reports.

A greater number of the 1,000 jobs in contact center services,
managed services and consulting areas will be delegated in India,
WSJ reports.

According to various reports, Nortel recorded net losses of
$957 million for 2007 and net loss of $844 million in the quarter
ended December.

Wojtek Dabrowski cited that Nortel's shares slumped this week to
CA$6.45 on the Toronto Stock Exchange, the lowest since 1981.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service's
'B3' Senior Unsecured Debt rating which was placed on March 22,
2007.


NORTHEAST BIOFUELS: S&P Cuts Rating on $140 Mil. 2013 Loan to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'B+' on Northeast Biofuels LLC $140 million senior secured term
loan due 2013.  In addition, S&P placed the rating on CreditWatch
with negative implications.  The recovery rating remains unchanged
at '3'.  The company is building and will operate a 100 million-
gallon-per-year dry-mill ethanol facility in Fulton, New York.
      
"The downgrade results from long delays in construction, and
subsequently, increased refinancing risk due to the shorter
operating period before the debt matures," said Standard & Poor's
credit analyst Grace Drinker.
     
In December 2007, Northeast Biofuels entered into a waiver,
consent, and amendment agreement with the project lenders to
extend Northeast Biofuels' obligations for construction completion
dates and to amend the J. Aron & Co. crush-margin hedging
agreement and synthetic letter of credit commitment in conjunction
with the hedging agreement.  The amendment decreases revenues
generated in 2008, reducing the expected debt amortization.  As a
result of the delay, Northeast Biofuels bought back the first two
periods of call options to eliminate its exposure of payout while
the plant is under construction.  It has also reduced the amount
of the synthetic LOC facility to $55 million from $65 million,
accordingly.  
     
The completion dates were revised:

  -- Interim completion must occur on or before June 30, 2008
     (originally Dec. 31, 2007);

  -- Substantial completion must occur on or before July 31, 2008
     (originally Feb. 3, 2008); and

  -- Final completion must occur on or before Oct. 31, 2008.
     
Construction delays result from numerous engineering and
procurement issues.  Lurgi, the EPC contractor, entered into a
fixed-price contract with Northeast Biofuels, and Northeast
Biofuels has paid all but about $3 million of the contract at this
point.  Liquidated damages have begun to accrue due to
construction delays, and the contract is backed to a $12 million
LOC.  Based on the current construction schedule, Northeast
Biofuels expects to receive the full amount of delay liquidated
damages, capped at $7.5 million.  An additional $3.6 million in
liquidity is available from distributions from a funded incentive
grant sub-account.  This should be enough liquidity to cover an
amended construction budget, with little room for additional cost
overruns.  Because all but $3 million of the fixed price contract
has already been paid to Lurgi and there are still four months
left to substantial completion, there is the risk that Lurgi may
not complete the project due to increased costs.  The contract is
guaranteed by GEA AG, however the parent is not rated by Standard
& Poor's and the guarantee does not disclose timeliness of
payment, which is essential to servicing debt before construction
is complete.  
     
The slightly increased operating costs and loss in revenues from
starting the plant behind schedule has decreased amortization of
the term loan during the hedged period to about 30% from about 40%
under Standard & Poor's stress case.  Higher early-term debt
amounts also result in lower debt service coverage ratios in later
years, and the total amount of debt amortized by the end of the
life of the debt drops to 51% from 80% as previously projected,
which increases refinancing risk.
     
S&P expects to resolve the CreditWatch listing when the plant is
substantially completed.  S&P could lower the rating if further
problems arise with Lurgi for completing the plant.  A stable
outlook may result if the plant is successfully completed.


NORTHWEST AIRLINES: Court Denies Panel Advisors' Completion Fees
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the request of Lazard Freres & Co. LLC, for allowance of a
$3,250,000 completion fee, for its services as financial advisors
for the Official Committee of Unsecured Creditors of Northwest
Airlines Corp.

In a separate decision, Judge Allan L. Gropper also denied the
request filed by FTI Consulting Inc., financial advisors for the
Creditors Committee, for a $1,000,000 completion fee.

The Court noted that neither Lazard nor FTI Consulting included
terms in their individual employment applications under which
they would be entitled to receive a success or completion fee.  

Therefore, Judge Gropper said, only their rights to receive
compensation for $275,000 per month, reimbursement for reasonable
expenses and the "right to request a success or completion fee"
are entitled to consideration under the "improvident standard" of
Section 328(a) of the Bankruptcy Code.

"Lazard and FTI received exactly what they bargained for -- the
right to make a request," Judge Gropper maintained.  "The Court
gave both parties several opportunities to support their fee
requests, allowed discovery, conducted a hearing and accepted any
paper they chose to submit."  

However, neither professionals' application for a success or
completion fee met the standards outlined under Section 330 of
the Bankruptcy Court, the Court stated.

             Lazard Freres and FTI to Take an Appeal

Lazard Freres & Co. LLC informs the Court that it will take an
appeal to the U.S. District Court for the Southern District of New
York from Judge Gropper's order dated Feb. 29, 2008, denying
Lazard's request for a completion fee for $3,250,000, for services
it rendered as financial advisors to the Committee.

FTI Consulting, Inc., also informs the Court that it will take an
appeal to the U.S. District Court for the Southern District of New
York from Judge Gropper's order dated Feb. 29, 2008, denying FTI's
request for a $1,000,000 modified completion fee, for services it
rendered as financial advisors to Committee.

Further, the Committee informs the Court that it will take an
appeal to the U.S. District Court for the Southern District of New
York from Judge Gropper's order dated Feb. 29, 2008, denying
Lazard Freres and FTI Consulting's modified completion fees.

                   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).


NORTHWEST AIRLINES: Balks at U.S. Bank's Lease Rejection Claim
--------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to expunge
Claim No. 9841 filed by U.S. Bank, National Association, to the
extent the Claim exceeds the damages permitted pursuant to an
underlying lease agreement between the Debtors and First National
Bank of Boston, as owner trustee.

The Debtors and First National Bank of Boston entered into the
Lease on April 1, 1987, pursuant to which the Debtors leased a
Boeing 757-251 aircraft bearing registration number N524US.  
Subsequently, U.S. Bank succeeded First National Bank of Boston
as Owner Trustee.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington, D.C., informs Judge Allan L. Gropper that the Lease is
governed by New York law, and runs from July 15, 1987, through and
including July 15, 2009.

According to Mr. Ellenberg, the Debtors did not owe any rent
under the Lease as of the Petition Date.  Moreover, the Lease
provides for a "stipulated loss value" calculated at $18,676,651,
Mr. Ellenberg notes.  

Among other events, the Debtors' failure to pay rent or to
generally perform any covenant or agreement under any operative
document constitutes an Event of Default.  The Leases provide for
the remedies available to U.S. Bank upon the occurrence of an
event of default by the Debtors:

   -- the right to demand return of the Aircraft;

   -- the right to sell, hold or re-let the Aircraft;
   
   -- liquidated damages consisting of past unpaid rent plus SLV
      less the fair market sales value for the Aircraft;

   -- liquidated damages for the loss of rent after the Aircraft
      is sold in an amount equal to the SLV less the sale
      proceeds received for the Aircraft; or

   -- the right to rescind the Lease.

On the bankruptcy filing, the Debtors sought to reject the Lease.  
After the Court approved the lease rejection, U.S. Bank took
possession of the Aircraft.

U.S. Bank thereafter sold the Aircraft, Mr. Ellenberg relates.  
The Debtors do not know the sale price, he adds.

U.S. Bank filed Claim No. 9841 on Aug. 15, 2006, demanding
$15,916,571 in connection with the Debtors' rejection of the
Lease.  According to the claim form, Mr. Ellenberg notes, the
amount requested is comprised of:

   (1) $18,767,993 SLV; plus

   (2) $698,337 in estimated fees and expenses; less

   (3) $3,549,759 corresponding to the purported discounted
       fair market rental value of the Aircraft for the duration        
       of the Lease.

U.S. Bank does not cite any specific Lease provision or supply
other documentary support for its damages claim, Mr. Ellenberg
points out.

The Debtors dispute U.S. Bank's assertion that $3,549,759
represents the discounted fair market rental value of the
Aircraft for the duration of the Lease.

Industry publications, like the Airliner Price Guide reflect a
fair market value of $8,900,000 for the Aircraft, Mr. Ellenberg
informs the Court.  This suggests that the fair market rental
value for the duration of the Lease should be substantially in
excess of $3,549,759, he adds.

The Debtors also oppose U.S. Bank's estimated fee and expense
claims because they are based on bare, "conclusory allegations",
and are not substantiated by sufficient documentation
demonstrating that U.S. Bank actually incurred the costs or that
the costs were reasonable or justifiable, Mr. Ellenberg says.

                    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).


NORTHWEST AIRLINES: Signs Settlement Agreement With IAM
-------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Northwest Airlines Corp. ask the U.S. Bankruptcy Court
for the Southern District of New York to approve a settlement
agreement with the International Association of Machinists and
Aerospace Workers, AFL-CIO District Lodge 143, resolving:

   -- the IAM's Claim No. 8961; and

   -- any IAM prepetition grievances including the grievances
      listed and attached to Claim No. 8961 -- with the exception
      of Grievance #176534 relating to the termination of Miro
      Monghi.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that the IAM filed Claim No. 8961 against
the Debtors on August 14, 2006 -- asserting a claim for
$10,020,665 -- for prepetition employment grievances against the
Debtors.

Under the terms of the Settlement, in full and final satisfaction
of the Grievances:

   (a) Claim No. 8961 is liquidated and fixed at $3,000,000,
       and allowed as a general unsecured claim against the
       Debtors' estate;

   (b) IAM will also have a $1,000,000 allowed administrative
       expense claim, "as a result of the process under Section
       1113(c) of the Bankruptcy Code", and certain ratified IAM
       restructuring letters of agreement.

Any amount in excess of the Allowed Claims is disallowed in its
entirety.  Upon the Court's approval of the Settlement, the IAM
will withdraw all of the Grievances.

If the Settlement is approved by the Court, the Debtors will make
a catch-up distribution on the Unsecured Claim, on the first
business day that is at least 11 days after the approval,
provided that there has been no appeal or stay of any order
approving the Settlement.

                    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).


NORTHWEST AIRLINES: FMR LLC Discloses 10.4% Equity Stake
--------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission dated March 10, 2008, FMR LLC and Edward C.
Johnson, III disclosed that at March 7, 2008, they each owned
24,330,232 shares of Northwest Airlines Corporation common stock.  
The individual holdings of FMR and Mr. Johnson each represent
10.409% of the total outstanding shares of Northwest.

According to the SEC report, FMR has the sole power to vote or
direct the vote of 880,993 shares, and the sole power to dispose
of or to direct the disposition of the 24,330,232 shares it owns.  
Mr. Johnson has the sole power to dispose or to direct the
disposition of the 24,330,232 shares he owns.

Joseph Mari, on behalf of FMR, stated that various persons have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock of Northwest.  However, Mr. Mari reported that no one
person's interest in the Common Stock of Northwest is more than 5%
of the total outstanding Common Stock.

Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR, and an investment adviser registered under the Investment
Advisers Act of 1940, is the beneficial owner of 24,222,998
shares or 10.363% of the Common Stock outstanding of Northwest,
as a result of acting as investment adviser to various investment
companies -- the Funds -- registered under the Investment Company
Act of 1940, Mr. Mari explained.

Mr. Johnson and FMR, through its control of Fidelity and the
Funds, each has sole power to dispose of the 24,222,998 shares
owned by the Funds.

According to Mr. Mari, members of the family of Mr. Johnson,
chairman of FMR, are the predominant owners, directly or through
trusts, of Series B voting common shares of FMR, representing 49%
of the voting power of FMR.  The Johnson family group and all
other Series B shareholders have entered into a shareholders'
voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B
voting common shares.  Accordingly, through their ownership of
voting common shares and the execution of the shareholders'
voting agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a controlling
group with respect to FMR.

Neither FMR nor Mr. Johnson, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.  Fidelity
carries out the voting of the shares under written guidelines
established by the Funds' Boards of Trustees.

Pyramis Global Advisors Trust Company, an indirect wholly-owned
subsidiary of FMR and a bank as defined in the Securities
Exchange Act of 1934, is the beneficial owner of 92,632 shares or
0.040% of the outstanding Common Stock of the Northwest, as a
result of its serving as investment manager of institutional
accounts owning the shares.

Mr. Johnson and FMR, through its control of Pyramis Global
Advisors Trust Company, each has sole dispositive power over
92,632 shares and sole power to vote or to direct the voting of
51,191 shares of Common Stock owned by the institutional accounts
managed by PGATC.

FIL Limited, formerly known as Fidelity International Limited,
and various foreign-based subsidiaries, provide investment
advisory and management services to a number of non-U.S.  
investment companies and certain institutional investors.  FIL is
the beneficial owner of 14,602 shares or 0.006% of the Common
Stock outstanding of Northwest.

Partnerships controlled predominantly by members of the family of
Mr. Johnson, chairman of FMR and FIL, or trusts for their
benefit, own shares of FIL voting stock with the right to cast
approximately 47% of the total votes which may be cast by all
holders of FIL voting stock.  FMR and FIL are separate and
independent corporate entities, and their Boards of Directors are
generally composed of different individuals.

FMR and FIL are of the view that they are not acting as a "group"
for purposes of Securities Exchange Act of 1934, and that they
are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act, Mr. Mari said.

Therefore, they are of the view that the shares held by the other
corporation need not be aggregated for purposes of Section 13(d).
However, FMR made the SEC filing on a voluntary basis, as if all
of the shares are beneficially owned by FMR and FIL on a joint
basis, Mr. Mari further explained.

                    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).


OZBURN-HESSEY HOLDING: Moody's Holds B3 Ratings on Revenue Growth
-----------------------------------------------------------------
Moody's affirmed the B3 Corporate Family and Probability of
Default Ratings of Ozburn-Hessey Holding Company, LLC.   

Additionally, the B1 rating on Ozburn-Hessey's senior secured
credit facilities has been affirmed, while the Loss Given Default
rating changed to LGD-3 from LGD-2.  The affirmation acknowledges
Ozburn-Hessey's revenue growth being above plan for 2007 and
incorporates an expectation of some cash flow improvement in 2008.   

The ratings continue to reflect:

1.) low tolerance for deterioration in interest coverage below 1.0
    times;

2.) concerns regarding the company's working capital management
    and overall liquidity profile;

3.) concerns regarding ongoing challenges to improve margins;

4.) concerns regarding under-performance at Turbo Logistics, which
    was acquired in July 2006.

It is noted that the business environment is likely to remain
difficult given the weak 2008 U.S. economic growth outlook,
particularly the outlook for truck transportation and related
services.

Should there be a shortfall in the company's performance versus
Moody's expectations, the ratings outlook and/or the ratings could
be revised downward.

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
TN, is a provider of third-party logistics and related services,
including warehouse management, truck brokerage, customs
brokerage, freight forwarding, and dedicated contract carriage.   
Ozburn-Hessey is a wholly-owned subsidiary of OHH Acquisition
Corporation, which is controlled by private equity group Welsh,
Carson Anderson & Stowe.  Ozburn-Hessey had FY2007 gross revenue
of approximately $700 million.


PAQUETTE MAINTENANCE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Paquette Maintenance, Inc.
        2224 West 94th Street
        Bloomington, MN 55431

Bankruptcy Case No.: 08-41106

Type of Business: The Debtor is a maintenance and supply company.

Chapter 11 Petition Date: March 12, 2008

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Thomas G. Wallrich, Esq.
                     (twallrich@hinshawlaw.com)
                  Hinshaw & Culbertson, LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  http://www.hinshawlaw.com/

Total Assets:  $705,277

Total Debts: $1,394,703

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       Withholding Taxes     $120,000
Wells Fargo Place              and penalties
30 East 7th Street
Mail Stop 5700
Saint Paul, MN 55101

Wells Fargo                    Credit Card           $52,832
P.O. Box 5914
Sioux Falls, SD 57117

Acky-Bloomington               Rent and Late Fees    $42,306
3033 Excelsior Boulevard,
Suite 10
Minneapolis, MN 55416

Lagasse, Inc.                  Lawsuit               $41,188

Minnesota Unemployment         Interest, late fees   $29,350
                               and unemployment tax

Minnesota Department of        Sales and Use tax     $24,369
Revenue

Unisource                                            $23,018

John A. Halpern & Associates   Legal Fees            $18,533

Chase                          Credit Card           $16,824

Technology Insurance Co.       Worker's Compensation $13,651
                               Insurance

Holiday Companies              Gasoline for Vans     $11,552

Medica                         Health Insurance      $10,751
                               Policy

US Bank                        Credit Card           $7,603

Custom Plastic Laminates       Accounts Payable      $7,554

Minnesota OSHA                                       $7,320

Hirschfield's Lathrop Paint                          $4,487

Capital One                    Credit Card           $4,254

Johnson Giere                  Legal Fees            $4,000

Aztec Products                                       $3,424

Sherwin Williams               Lawsuit               $3,032


PARADISE MUSIC: Closes $179K Debt Financing with Leaddog Capital
----------------------------------------------------------------
Paradise Music & Entertainment Inc. disclosed the closing of  
$179,300 in supplemental debt financing.

On March 3, Paradise Music entered into an agreement concerning
convertible debentures for its operating subsidiary, Environmental
Testing Laboratories Inc., with Leaddog Capital L.P. for the
issuance by Paradise to Leaddog of a $179,300 convertible
debenture.  Leaddog had loaned the $179,300 to Environmental
Testing Laboratories, Inc., which used the net proceeds to pay off
some of its higher-interest rate indebtedness.

The convertible debenture requires payments of $7,500 per month,
beginning Sept. 1, 2008.  The convertible debenture matures on
Feb. 28, 2010 and is convertible into Paradise Common Stock at the
option of Leaddog under certain terms.

Interest on the convertible debenture accrues at 14% per year and
is payable in cash or shares of Common Stock, at the option of
Paradise.  Any outstanding principal and interest on the maturity
date will be automatically converted into shares of Common Stock.

Paradise's obligations under the convertible debenture are secured
by the assets of ETL, subordinated to the senior lender.

"We are very pleased to have partnered with Leaddog for this
lower-cost financing and look forward to expanding our
relationship," Dick Rifenburgh, CEO of Paradise, commented.

"Leaddog is excited about working with Paradise and its
environmental business,"  Chris Messalas, managing partner of
Leaddog Capital L.P. and CEO of Clayton Dunning Group Inc. said.
"We look forward to a long and exciting relationship."

        About Paradise Music & Entertainment, Inc.

Paradise, through its wholly-owned operating subsidiary
Environmental Testing Laboratories, Inc., provides a wide range of
environmentally-related laboratory testing services. ETL operates
profitably in the nationwide $1.8 billion a year, environmental
testing industry. Expanding ETL's environmental testing business
is a focal point for ETL.

                      About Paradise Music

Paradise Music & Entertainment Inc. (Other OTC: PDSE.PK) is a
diversified holding company which, through its wholly owned
subsidiary, Environmental Testing Laboratories Inc., operates in
the environmental testing industry.  The company is seeking to
attract and subsequently acquire additional companies operating in
the environmental testing industry and manufacturing industries.  
The company operates offices in New York and Colorado.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Tinter Scheifley Tang LLP, in Denver, expressed substantial doubt
about Paradise Music & Entertainment Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2005, and 2004.  The auditing firm
pointed to the company's loss from operations and working capital
and stockholders' deficits.  


PILGRIM'S PRIDE: Plant Closing Won't Affect S&P's 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Pilgrim's Pride Inc. (BB-/Negative/--) will not be
affected by the company's announcement that it will close a
chicken processing plant and six distribution centers, which
represent about 1.5% of the company's capacity and less than 0.5%
of the industry's capacity.

This action will result in the elimination of about 1,100
jobs, and S&P expects a pretax charge of about $35 million.   
Standard & Poor's will continue to closely monitor the effect of
higher grain costs on Pilgrim's Pride operating performance and
its related effect on financial measures.


PERFORMANCE TRANSPORTAION: Cancels Auction Sale Scheduled March 14
------------------------------------------------------------------
Performance Transportation Service Inc., and its 13 debtor-
affiliates and subsidiaries inform parties-in-interest that:

   -- the auction for all or substantially all of their assets
      scheduled for today, will not take place; and

   -- the March 18 hearing to consider approval of the assets
      sale will not go forward.

Julia S. Kreher, Esq., at Hodgson Russ LLP, in New York, explains
the sale process has been canceled because the Debtors did not
receive at least two qualified bids prior to the March 11 bid
deadline.

As previously reported, the Debtors named Black Diamond Capital
Management L.L.C., as a qualified bidder for their assets.

Bidders were required to submit bids that must exceed the
stalking horse bidder's offer by $500,000 plus the stalking horse
bidder's break-up fee, which would not exceed $1,250,000.  The
Debtors previously said they will divulge the identity of the
stalking horse bidder, if any, to potential buyers and key
constituents by March 5.

Allied Holdings Inc., now known as Allied Systems Holdings Inc.,
did not state whether it would re-join the bidding for the
Debtors' assets.  Allied had offered to purchase PTS' assets for
$67,000,000 but later retracted its bid in December 2007.

The Automobile Transport Chauffeurs Demonstrators and Helpers
Union, Teamsters Local 604, nonetheless, had said they would
vigorously oppose to the sale if Allied joins the bidding on
grounds that a merger with PTS, absent the union members'
consent, would violate Allied's substantially consummated plan of  
reorganization.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PLASTECH ENGINEERED: Chrysler Wants District Court to Study Appeal
------------------------------------------------------------------
Chrysler LLC asks the U.S. District Court for the Eastern District
of Michigan to find out if the tool dispute rulings given by the
Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan were in error.

As reported in the Troubled Company Reporter on March 4, 2008,
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada
Inc., took an appeal under 28 U.S.C. Section 158(a) before the
District Court from the orders of Judge Shefferly that denied:

   i) the lifting of the automatic stay to allow Chrysler to
      regain possession of tooling located in Plastech Engineered
      Products Inc. and its debtor-affiliates' plants; and

  ii) issuance of a preliminary injunction in connection with the
      proposed recovery of tooling equipment.

Judge Shefferly said in a court opinion that the Debtors needed
to keep the tooling equipment to faciliate them in their
reorganization.  The balancing of interests favored Plastech, the
Court said.

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  In addition, the Court was
convinced that if Chrysler takes immediate possession of the
tooling, the Debtor will not be able to continue to provide parts
uninterrupted to its other major customers and therefore any
prospect of an effective reorganization will be lost.

The Chrysler Group therefore asks the District Court to determine
whether the Bankruptcy Court:

    -- erred in concluding that the Debtors' mere possession of
       certain tooling was sufficient to invoke the automatic
       stay under Section 362(a) of the Bankruptcy Code, where
       the Court agreed with Chrysler that it has a right to
       immediate possession of the tooling and where established
       caselaw provides that possession of property is sufficient
       to invoke the automatic stay only if there is some right
       of possession, i.e., "a good-faith, colorable claim to
       possession;"

    -- abused its discretion in denying Chrysler's motion to lift
       the automatic stay, where Chrysler established grounds to
       lift the stay under both Section 362(d)(1) ("cause" to
       lift the stay) and Section 362(d)(2) (debtor does not have
       equity in the property and the property is not "necessary
       to an effective reorganization");

    -- clearly erred in finding that Chrysler did not demonstrate    
       "cause" under Section 362(d)(1) of the Bankruptcy Code to
       lift the automatic stay and allow Chrysler to immediately
       recover its tooling, where the Bankruptcy Court relied
       solely on the "early stages" of the case as a basis to
       disregard what the court acknowledged as Chrysler's clear
       and unambiguous contractual rights;

    -- erred in finding that there was no "cause" to lift the
       automatic stay, and that Chrysler's tooling was
       "necessary" to the Debtors' "effective reorganization,"
       where the continued possession of such tooling (as opposed
       to the receipt of revenue from Chrysler resulting from the
       production of component parts) would have no financial
       impact on the Debtor and would not avoid the financial
       harm on which the Bankruptcy Court relied in reaching its
       decision;

    -- clearly erred in permitting the Debtors to hold Chrysler'
       tooling hostage and, as a result, compelling Chrysler to
       continue purchasing component parts from the Debtors
       against its will;

    -- abused its discretion in denying Chrysler's request
       for injunctive relief, where the court agreed with
       Chrysler that it had a likelihood of success on the merits
       with respect to its right to demand possession of the
       tooling, and where Chrysler further demonstrated that:
     
       (a) without an injunction it will suffer irreparable harm
           in the form of immediate plant closures and loss of
           goodwill if it does not accede to the Debtors'    
           financial demands;

       (b) such harm outweighs any potential harm to the Debtors  
           if an injunction were to issue, and;

       (c) an injunction would serve the public interest by
           preventing the Debtors from using their Chapter 11    
           bankruptcy filing as a means of holding Chrysler's
           tooling hostage to extract financial accommodations
           from Chrysler;

    -- erred in relying on Chrysler's alternative request for
       specific performance under its contracts with the Debtors  
       as a basis for denying Chrysler's request for injunctive
       relief, where Chrysler's entitlement to specific
       performance was irrelevant to Chrysler's request for
       immediate possession of its tooling;
  
    -- clearly erred in finding that Chrysler could not show
       irreparable injury in the absence of an injunction since
       any resulting damages to Chrysler "are compensable by
       money," where the court failed to consider the fact that
       the Debtors' insolvency renders it unlikely that Chrysler
       could ever recover damages, and where the Court also
       disregarded the evidence presented by Chrysler as to the
       catastrophic harm it will suffer from an interruption in
       the supply of parts to its plants, including irreparable
       harm to Chrysler's goodwill with its other suppliers and
       customers, that is difficult, if not impossible, to
       calculate;
                                                 
    -- clearly erred in relying on purported harm to the Debtors'
       other Major Customers to justify its denial of Chrysler's
       request for relief from the automatic stay and for
       immediate possession of its tooling, where the testimony
       and evidence revealed that:

       (a) the tooling is used only to produce parts for
           Chrysler;

       (b) any harm to the Debtors would consist solely of a loss  
           of revenue from the inability to continue to produce
           parts for Chrysler, and;

       (c) that the Debtors' other Major Customers, including
           General Motors Corporation, Ford Motor Company, and
           Johnson Controls, Inc., all supported Chrysler's right
           to immediate possession of its tooling;

    -- erred as a matter of law in relying on the so-called
       "policy considerations of Chapter 11" to trump Chrysler's
       contract rights under state law and to allow the Debtors
       to effectively hold Chrysler's tooling hostage to extract
       financial concessions, even though the court acknowledged  
       that:

       (a) Chrysler's contracts with the Debtors "are clear and
           unambiguous in conferring upon Chrysler the right to
           take immediate possession of the tooling," and;

       (b) that Chrysler will suffer harm "either by having to
           contribute additional financial accommodations to the
           Debtors, or by having to shut down certain of its
           assembly lines and idle certain of its workers if it
           does not obtain the tooling."

The documents were submitted to District Court by Michael C.
Hammer, Esq., at Dickinson Wright PLLC, in Ann Arbor, Michigan, on
behalf of Chrysler Motors Company, LLC, and Chrysler Canada.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000)


PLASTECH ENGINEERED: GM Wants to Take Tools Too, If Delivery Stops
------------------------------------------------------------------
General Motors Corporation seeks relief from the automatic stay
under Section 362(d) of the U.S. Bankruptcy Code to allow it to
recover certain equipment in the event Plastech Engineered
Products, Inc. and its debtor-affiliates fail to produce component
parts for GM vehicles.

General Motors has provided to the Debtors via bailment, certain
supplies, materials, tools, jigs, dies, gauges, fixtures, molds,
patterns, equipment and other items to enable the Debtors to
manufacture parts unique to GM's vehicles.

On Feb. 12, 2007, and January 22, 2008, Plastech entered into
Financial Accommodation Agreements with GM and other major
customers.  Under the Agreements, GM provided significant
accommodations to Plastech, including a payment of $11,500,000
beyond GM's otherwise existing contractual obligations to the
company.  In exchange, Plastech agreed to grant immediate
possessory rights to tooling paid by the Major Customers.

GM did not disclose the value of tooling in the Debtors'
possession that it had paid for.

Scott A. Wolfson, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, informs the U.S. Bankruptcy Court for the
Eastern District of Michigan that GM has strongly supported
Plastech through financial and other accommodations, and will
continue its discussions with Plastech and others in pursuit of
the Debtors' efforts to emerge from Chapter 11 as competitive,
viable suppliers or, if a reorganization is not possible, to
effectuate an orderly wind-down, respectful of the interests of
all customers and other constituents.

However, the uncertainties confronting Plastech are self-evident,
Mr. Wolfson avers.  He notes that Plastech has only obtained a
limited amount and duration of its debtor-in-possession loan and
has already advised GM that it plans to close four facilities
where GM component parts are made.

According to Mr. Wolfson, GM must prepare for contingencies and
circumstances in which Plastech cannot or otherwise fails to
deliver components to GM on a timely basis, thereby placing GM's
assembly operations in jeopardy with consequential prejudice and
actual harm to GM, its over 100,000 employees and those persons
and entities who rely upon and engage in business with GM.

Mr. Wolfson asserts that GM's request for a lifting of the stay
under Section 362(d) is necessary so that GM could prepare for
resourcing in the event that Plastech is no longer able to
provide GM with the parts it needs for its manufacturing
processes.

"As the Court has recognized, any failure by Plastech to supply
component parts to a major customer such as GM would result in
disruptions to assembly lines within hours, which would be
followed by layoffs and substantial damages," Mr. Wolfson states.

Mr. Wolfson notes that:

    -- In its ruling on a motion from relief from stay filed by
       Chrysler, LLC, the Court recognized that Plastech has no
       equity in the tooling by virtue of certain tooling
       acknowledgments to which Chrysler and GM were both
       parties; and

    -- Granting GM's request will not adversely affect any
       reasonable likelihood of Plastech's pursuit of a
       successful conclusion to its Chapter 11 cases.  GM
       proposes that modification of the automatic stay be only
       allowed when Plastech is either (i) by its own statement
       or actions, unwilling or (ii) unable to continue to supply
       specific component parts under the terms of governing
       purchase orders, as a result of which the certain tooling
       will be unnecessary to future prosecution of the Chapter
       11 cases.

GM asks the Court to enter an order allowing it to enforce its
non-bankruptcy rights in state court to:

   (1) recover possession of all Tooling associated with a
       rejected Production Purchase Order immediately upon the
       rejection of any Production Purchase Order;

   (2) recover possession of all Tooling associated with a
       facility that Debtors notify GM of their intent to close;

   (3) recover possession of all Tooling upon the expiration of
       financing for Debtors in the absence of a final, non-
       appealable order approving further financing for the
       Debtors; and

   (4) recover possession of all Tooling associated with a
       Component Part in the event Debtors are unable to supply
       GM its requirements of that Component Part under the terms
       of the Production Purchase Orders.

                       About General Motors

Based 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.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000)


PLASTECH ENGINEERED: Seeks Additional $14 Mil. Interim Financing
----------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor-affiliates
seek approval from the U.S. Bankruptcy Court for the Eastern
District of Michigan to obtain additional interim financing.

The Debtors want financing of up to $14,000,000 above the existing
cap on aggregate outstandings at any time, or up to an aggregate
amount of $49,151,000, from the DIP Lenders to continue their
business operation beyond March 14, 2008, and up to the final
hearing on the DIP financing on April 2, 2008.

The Debtors have requested a postponement of the Final DIP
Hearing from March 14 to April 2, 2008.  Gregg M. Galardi, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington,
Delaware, explains that due to the complexity of the proposals
receive for longer term financing and the conditions precedent to
its consummation, however, the financing could not be finalized
and approved at the March 14 hearing.

Mr. Galardi reports that the additional $14,000,000 requested ,
pursuant to a third amendment to Post-Petition Loan and Security
agreement with Bank of America, N.A., as agent, will get the
Debtors beyond March 14, 2008 until the time they expect to
finalize a more favorable DIP financing facility.

Mr. Galardi avers that the Debtors continue to experience
liquidity shortfalls and, despite continued efforts, have not yet
been able to finalize a commitment by any party to provide a
long-term DIP financing.  The Debtors believe that the interim
financing and a more favorable final financing, for which they
will seek approval on April 2, 2008, will further stabilize their
operations, continue to retain employees, restore critical
relationships, facilitate their ability to secure trade terms,
and, to finalize the terms of the funding necessary to formulate
a restructuring plan.

Mr. Galardi adds that the present DIP lenders have agreed to
extend the additional liquidity provided that the Debtors' major
customers jointly and severally, unconditionally and absolutely
guarantee to the DIP lenders, and cash collateralize the due and
punctual payment and discharge of the $6,000,000 of the
$14,000,000 requested.

In addition, the terms of the Third Amended DIP Credit Facility
provides that the Major Customers will pay $26,700,000 in
prepetition receivables to the Debtors, which payment will be
applied to the outstanding prepetition debt held by BofA, on
behalf of the prepetition lenders who provided the Debtors with a
$200,000,000 Revolving Credit Facility entered into on Feb. 12,
2007.

The Debtors propose to pay the DIP Lenders a "relatively modest
fee" in connection with the interim financing.  The Debtors paid
the DIP Lenders $100,000 for the prior extension.

The Debtors will use the amounts loaned from the DIP Lenders in
accordance with a budget, a copy of which is available for free
at http://researcharchives.com/t/s?291a

A full-text copy of the proposed Third Amended DIP Credit
Agreement is available for free at:

             http://researcharchives.com/t/s?291b

The DIP Lenders are:
                                          Pro Rata Share
                                          of Commitments
                                          --------------
     Bank of America, N.A.                     25.0%
     Comerica Bank                              7.5%
     Wachovia Capital Finance Corp.            25.0%     
     Wells Fargo Foothill, Inc.                20.0%
     General Electric Capital Corp.             2.5%
     PNC Bank, N.A.                            12.5%
     Fifth Third Bank                           7.5%
                                              ------
              Total                           100.0%

At the Debtors' request, the Court will convene a hearing on
shortened notice on March 14, 2008, to consider approval of the
the additional financing.  The Debtors cited that immediate and
irreparable harm will result if the emergency motion is not heard
on an expedited basis, and that the shortened notice will not
prejudice the parties-in-interest.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000)


PRB ENERGY: Section 341(a) Creditors' Meeting Set for March 31
--------------------------------------------------------------
The United States Trustee for Region 19 will convene a meeting of
the creditors of PRB Energy Inc. and its debtor-affiliates on
March 31, 2008, 9:00 a.m. at Room 104, U.S. Custom house, 721 19th
Street, in Denver, Colorado.

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

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

                        About PRB Energy

Headquartered in Denver, PRB Energy, Inc., formerly PRB Gas
Transportation Inc. -- http://www.prbenergy.com/-- operates as    
independent energy company engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  They owe at
least $1 million each to four unsecured creditors.


PRB ENERGY: Obtains Interim Nod to Employ Block Markus as Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado
has granted PRB Energy Inc. and its debtor-affiliates, permission,
on an interim basis, to employ Block Markus & Williams LLC as
their bankruptcy counsel, nunc pro tunc to March 5, 2008.

As the Debtors' bankruptcy counsel, BMW is expected to:

  a) provide the Debtors with advice, represent the Debtors, and
     prepare all necessary documents on behalf of the Debtors, in
     the areas of corporate, real estate, employee benefits,
     business and commercial litigation, debt restructuring,
     bankruptcy and, if requested, asset dispositions;

  b) take all necessary actions to protect and preserve the
     Debtors' estates during the pendency of its Chapter 11 case,
     including the prosecution of actions by the Debtors, the
     defense of actions commenced against the Debtors,
     negotiations concerning all litigation in which the Debtors
     are involved and the objection to claims filed against the
     estates;

  c) prepare, on behalf of the Debtors, as debtors in possession,
     all necessary motions, applications, answers, orders,
     reports and papers in connection with the administration of
     these Chapter 11 cases;

  d) counsel the Debtors with regard to their rights and
     obligations as debtors in possession;

  e) negotiate, prepare and seek confirmation of one or more plans
     of reorganization for the Debtors and undertake to cause them
     to become effective in accordance with their terms; and

  f) perform all other necessary legal services.

Prior to bankruptcy filing, BMW received a security retainer from
the Debtors in the amount of $5,000 on Feb. 7, 2008, and an
additional $100,000 on Feb. 22, 2008, for services to be rendered
on behalf of the Debtors both prior to and in these Chapter 11
cases.  BMW expended a portion of the security retainer for  
services and costs perpetition, including filing fees.  The
remaining funds totaling approximately $29,742 has been retained
in BMW's trust account.

As compensation for their services, BMW's professionals bill:

          Professional              Hourly Rate
          ------------              -----------
          James T. Markus, Esq.        $335
          John F. Young, Esq.          $335
          Donald D. Allen, Esq.        $275
          Paralegals                 $75-$90

John F. Young, a member of BMW, assured the Court that the firm
does not hold or represent any interest adverse to the Debtors or
their estates, and is a "disinterested person" as such term is
defined under Section 101(14) of the bankruptcy code.

Mr. Young can be reached at:

          John F. Young, Esq.
          Block, Markus, Williams LLC
          1700 Lincoln Street
          Suite 4000
          Denver, CO 80203
          Tel: (303) 830-0800
          Fax: (303) 830-0809
          email: jyoung@bmwllc.com

                        About PRB Energy

Headquartered in Denver, PRB Energy, Inc., formerly PRB Gas
Transportation Inc., -- http://www.prbenergy.com/-- operates as    
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  They owe at
least $1 million each to four unsecured creditors.
        

PRB ENERGY: Gets Interim Nod to Employ Heppenstall as Oil Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado
has granted authority to PRB Energy Inc. and its debtor-affiliates
to employ, on an interim basis, Heppenstall & Savage LLC as their
oil and gas counsel, nunc pro tunc to March 5, 2008.

The Debtors selected Heppenstall & Savage because of the firm's
extensive experience and knowledge regarding the oil and gas
issues facing the Debtors.

As the Debtors' oil and gas counsel, Heppenstall & Savage is
expected to perform and provide assistance and advice to the
Debtors on, among other things, matters of oil and gas law and law
relating to the petroleum based assets and businesses operated by
the Debtors.

As compensation for their services, Heppenstall Savage's
professionals will bill:

     Professional                   Hourly Rate
     ------------                   -----------
     Edward M. Heppenstall, Esq.       $300
     Charles F. Savage, Esq.           $300

Prior to the initiation of these Chapter 11 cases, Heppenstall and
Savage received a security retainer in the amount of $5,000.  The
Debtors owe the firm approximately $7,000 for prepetition
services.      

Charles F. Savage, an attorney with the law firm of Heppnstall &
Savage, assured the Court that the firm does not hold or represent
and interest adverse to the Debtors or their estates and the firm
is a "disinterested person" as such term is defined under Section
101(14) of the bankruptcy code.

Mr. Savage can be reached at:

     Charles F. Savage, Esq.
     Heppenstall & Savage LLC
     155 S. Madison Street
     Suite 326
     Denver, CO 80209
     Tel: (303) 377-2700
     Fax: (303) 377-2003

                        About PRB Energy

Headquartered in Denver, PRB Energy, Inc., formerly PRB Gas
Transportation Inc., -- http://www.prbenergy.com/-- operates as    
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  They owe at
least $1 million each to four unsecured creditors.


PRB ENERGY: Wants Court's OK to Use Creditors' Cash Collateral
--------------------------------------------------------------
PRB Energy Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Colorado for authority to
access cash collateral of certain secured creditors until May 3,
2008.

The Debtors say that they have an urgent need to use cash
collateral to avoid immediate and irreparable harm.  The Debtors
delivered a weekly budget to the Court.

The Debtors relate that before they filed for Chapter 11
protection on March 5, 2008, they obtain $300,000 loan from PRB
Funding LLC, of which PRB Funding's advances are secured by a
junior lien and security interest in substantially all of the
Debtors' assets.

In addition, proceeds of the loan by PRB Funding were deposited
into an account at Colorado State Bank, the Debtors relates.  No
other lender has a perfected security interest in those funds.

On Dec. 28, 2006, the Debtors sold $15,000,000 of debentures,
comprised of two $7,500,000 of debentures.  Half of the debenture
is held by DKR Soundshore Oasis Holding Fund Ltd. and the
remaining is with West Coast Opportunity Fund LLC.

A full-text copy of the Debtors' weekly budget is available for
free at http://ResearchArchives.com/t/s?2915

                          About PRB Energy

Headquartered in Denver, Colorado, PRB Energy Inc. fka PRB
Gas Transportation Inc. -- http://www.prbenergy.com-- operate
as independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, they provide gas gathering, processing and
compression services for properties it operates and for third-
party producers.  They conduct business activities in Wyoming,
Colorado and Nebraska.

The company filed for Chapter 11 protection March 5, 2008 (Bankr.
D. Col. Lead Case No.08-12658).  James T. Markus, Esq., at Block,
Markus & Williams, LLC, represents the Debtors' in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases.

When the Debtors filed for protection against their credtors, they
listed assets between $50 million to $100 million and debts
between $10 million to $50 million.


PROVIDENCE SERVICE: To Register Shares of Common Stock with SEC
---------------------------------------------------------------
The Providence Service Corporation intends to file a "shelf"
registration statement for shares of its common stock on Form S-3
with the Securities and Exchange Commission.  Providence
anticipates that it will file the proposed shelf registration
statement immediately after the filing of its Annual Report on
Form 10-K for the Year ended Dec. 31, 2007; however, it has no
immediate plans to raise capital thereunder.

Assuming it is declared effective by the SEC, the proposed shelf
registration statement would enable Providence to sell, directly
to one or more investors, or to or through one or more
underwriters or dealers, and/or through agents, from time to time,
shares of its common stock for aggregate proceeds of up to
$175 million.

Registration of shares of common stock under the proposed shelf
registration statement will allow the company to register shares
in advance and provide it with the flexibility to offer the shares
when market conditions are favorable or when financing needs
arise.  The registration of shares thereunder would not, however,
mean that Providence would ever necessarily offer or sell such
shares.  

Further, even if the proposed shelf registration statement is
filed, and subsequently declared effective by the SEC, each
offering, if any, that Providence determines to make pursuant to
the proposed shelf registration statement would require a
prospectus supplement to be filed with the terms of that offering,
including, among other things, the number and price of the shares
to be offered, before any such offering or sales thereunder could
be made.

In addition, any draw-down under the shelf registration statement
will only be done with the advance approval of Providence's board
of directors.

Providence anticipates that the net proceeds from sales, if any,
of common stock pursuant to the proposed shelf registration
statement will be added to its general funds and used for general
corporate purposes, which could include, among other things,
reducing or refinancing its indebtedness, for example,
Providence's current credit and guaranty agreement with CIT
Healthcare LLC, or CIT, requires Providence, while any amounts are
outstanding under such credit facility, to use half of any
proceeds it receives from the sale of its equity securities to pay
down such indebtedness, or funding acquisitions. However, because
its plans and/or circumstances could change over time, each
prospectus supplement used by Providence in connection with the
sale of shares pursuant to the shelf registration statement will
set forth the use of proceeds for the particular offering to which
it relates.

                About Providence Service Corporation

Headquartered in Tucson, Arizona, Providence Service Corporation
(Nasdaq: PRSC) -- http://www.provcorp.com/-- provides and manages   
government sponsored social services.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service affirmed Providence Service's B2
corporate family rating and the existing debt ratings.  The
ratings outlook remains stable.


QUEBECOR WORLD: Phillips Hager Owns 105,300 Non-Voting Shares
-------------------------------------------------------------
Phillips, Hager & North Investment Management Ltd. disclosed in
a regulatory filing with the Securities and Exchange Commission
that they maybe deemed to beneficially own 105,300 shares of
Quebecor World Inc.'s common non-voting stock.

Phillips Hager's shares represents 0.12% of Quebecor World Inc.'s
85,079,000 shares outstanding as of Sept. 30, 2007.

According to Bloomberg News, about 85,585,000 shares of QWI
common stock have been issued and outstanding as of Feb. 29, 2008.  
Shares of QWI have been trading hands at CA$0.20 a share at the
Toronto Stock Exchange as of the close of trading on March 7,
2008.

                       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: Has Strong Position to Survive, Teamsters Says
--------------------------------------------------------------
Quebecor World Inc.'s insolvency has made many of its European
employees nervous but those in Quebec, Canada, are confident
about the future, according to The Canadian Press.

The report relates that Union Network International, Britain's
union for graphical workers, said it's "extremely concerned and
worried at the development."  On a March 4 release Tony Burke, the
union's assistant general secretary, said "A lack of information
from the company has added to employee fears."  "The only
communication our members have had is a letter from the CEO
Jacques Mallette in Canada advising that the bankruptcy protection
only covers the U.S.A. and Canada and it's 'business as usual' in
its European, Asian and Latin American companies," The Canadian
Press quoted Mr. Burke, as saying.

The Canadian Press reported that employees are confused since Mr.
Mallette blamed the bankruptcy on industry pressures, particularly
in Europe, the company's inability to raise new capital, and
inability to complete the sale of its European operations.

Mr. Burke, according to the report, said that "The fact that the
company has failed to communicate with its own workforce and
unions has lead to speculation, rumor and uncertainty."

But the Teamsters union, which represents some 1,500 workers, said
"the mood is completely different in Quebec."  The Canadian
Press quoted Teamsters as stating, "[Quebecor World] is in a
strong position to survive because of recent technological
upgrades."

The Canadian Press quoted Stephane Lacroix, director of
communications for Teamster Canada, saying, "We're reasonably
confident that we'll be OK at the end of this crisis."

                       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: Ex-Corby Workers Set Up Taskforce With Unite Union
------------------------------------------------------------------
William Mitting of PrintWeek reports that former employees of  
Quebecor World Inc.'s site in Corby, central United Kingdom, have
set up a taskforce with Unite, a local union, and local
authorities to attain funding for training to help them find work.  

The taskforce is aiming to secure funds from the government to
pay for training for workers at the Corby site, and at other
firms who lost their jobs in the area recently, the report
relates.  Almost 1,000 employees lost their jobs as a result of
Quebecor World's decision to close its Corby plant.

               Job Cuts with Corby Unit Receivership

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Unite Assistant General Secretary, Tony Burke, said the labor
group expects to see 300 potential job losses at Quebecor World
PLC, Quebecor World's United Kingdom subsidiary, after the
Corby-based facility has been placed into receivership in Jan. 28,
2008.

The Canadian Press reported in early February 2008, that Ian Best
and David Duggins of Ernst & Young LLP, the joint administrators
of Quebecor World's British operation, have decided to shut down
the printing plant in Corby.

The Corby facility is located in the central U.K. about 70 miles
north of London.  It employed approximately 290 people and
produced magazines, catalogs and specialty print products for
marketing and advertising campaigns.

According to the report, at least 250 workers will lose their
jobs due to the closure.

The Canadian Press related that Messrs. Best and Duggins were not
able to find a buyer who would continue operating the plant.  
"The only interest expressed by potential investors were in the
assets, including the building and machinery, of Quebecor World
in the United Kingdom," The Canadian Press reported.

Tony Burke, assistant secretary-general of Unite, the union
representing workers at the Corby plant, blamed the Quebecor
parent company in Canada, The Canadian press noted.

                      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.


RD MILLER: Owners File for Chapter 7 Liquidation in Minnesota
-------------------------------------------------------------
Randy and Julie Miller, owners of RD Miller Auto, sought
protection under chapter 7 of the U.S. Bankruptcy Code on Feb. 20,
2008, with the Minnesota Bankruptcy Court, St. Cloud Times
reports.

According to the report, vehicles were seized from RD Miller's
vicinity located at 2700 Second Street.

RD Miller Auto -- http://www.rdmillerauto.com/-- is a car dealer  
in St. Cloud, Minnesota.


RETAIL PRO: Kevin Ralphs Quits as Interim Chief Financial Officer
-----------------------------------------------------------------
Retail Pro Inc. fka. Island Pacific Inc., said in a regulatory
filing that effective March 6, 2008, Kevin Ralphs resigned his
employment with the company as interim chief financial officer.  
The company said there were no disputes between the company and
Mr. Ralphs.

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Mr. Ralphs was hired to replace Philip Bolles as interim chief
financial officer, who resigned his employment with the company as
chief financial officer on Jan. 24, 2008.

Effective March 10, 2008, the company hired Alfred F. Riedler, 58,
to serve as the company's vice president, finance and principal
financial officer.

During the most recent five year period, Mr. Riedler served as
chief financial officer of St. Bernard Software Inc.  Mr. Riedler
had previously served as chief financial officer of Bluebird
Systems, a software development company, president and chief
operating officer of First Alliance Corporation, a technology
products provider and leasing company, vice president finance of
STARNET Corporation (a subsidiary of Ford Motor Company) and
industrial group controller for Ramada Inns.  Mr. Riedler earned
his Bachelor of Science degree in Business Administration from the
University of Nebraska.

The company disclosed that Mr. Riedler's employment will be at-
will.  He will receive a salary of $140,000 per year and will also
receive options to purchase 200,000 shares of the company's common
stock at the market price as of the close of business on March 10,
2008.

                      About Retail Pro Inc.

Headquartered in La Jolla, California, Retail Pro, Inc. (OTC:
IPIN.PK) -- http://www.retailpro.com/--provides Point of Sale,   
Store Operations, Merchandising, Planning, Business Intelligence,
and Payment Processing software applications for the specialty
retail industry.

Retail Pro(R) is delivered through a world-wide network of channel
partners.  The company maintains offices in the United States,
United Kingdom, Australia, Mexico, Italy, Poland and China.

                          *     *     *

Goldman & Parks LLP, in Encino, California, expressed substantial
doubt about Island Pacific Inc. nka. Retail Pro Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended March 31,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations and has an accumulated
deficit of $81,979,000 as of March 31, 2007.


RITCHIE MULTI-STRATEGY: Hearing on Involuntary Petition is April 2
------------------------------------------------------------------
The Hon. Susan Pierson Sonderby of the U.S. Bankruptcy Court for
the Northern District of Illinois will rule on the involuntary
bankruptcy petition filed against Ritchie Multi-Strategy Global
LLC on April 2, 2008, 2:00 p.m. at the Sixth Floor, Dirksen
Courtroom, 219 South Dearborn Street in Chicago, Illinois, Medill
Reports in Chicago says.

As reported in the Troubled Company Reporter on Dec. 28, 2007, an
involuntary chapter 11 bankruptcy case was filed on Dec. 26,
2007, in the Court by investors in a domestic hedge fund,
Ritchie Multi-Strategy Global, LLC, managed by Ritchie Capital
Management.  In conjunction, the investors filed a motion under
Bankruptcy Rule 2004 seeking to investigate allegations of
mismanagement, self-dealing and fraud.  The fraud case remains
unresolved as of press time.

The petitioners -- Benchmark Plus Institutional Partners LLC,
Benchmark Plus Partners LLC, and Sterling Low Volatility Fund QP
-- are investors of the hedge fund.

             Ritchie Wants Involuntary Case Dismissed

The TCR related on Jan. 22, 2008, that Ritchie Capital Management
LLC, which manages domestic hedge fund Ritchie Multi-Strategy,
will seek a dismissal of the chapter 11 involuntary petition filed
against the company.

The Debtor related to the Court that the petitioners, being equity
investors, weren't qualified to file the petition.

Ritchie Capital wants the Court to direct the petitioners to pay
for $5 million damages if the involuntary petition is dismissed.

The petitioners contested that they move for the redemption of
their investments in August 2006, hence they are no longer
investors but unsecured lenders, Medill relates.

Ritchi Multi-Strategy argued that the petitioners consented to an
agreement dated September 2006 that provides the restructuring of
the hedge fund and that "nullified their right" as creditors,
Medill reports.  A month later, a state attorney accused of fraud
a life insurance company that held $500 million in investments
from Ritchi Multi-Strategy and the restructurin plan was
abandoned, Medill notes.

Debtors' counsel, Ronald Barlient, Esq., at Goldberg Kohn,
commented that the petitioners were aware of the risks they took
when they put up their money with his client, Medill adds.

                     About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.

                  About Ritchie Multi-Strategy

Ritchie Multi-Strategy Global LLC is a domestic hedge fund.  Three
parties -- Benchmark Plus Institutional Partners LLC, Benchmark
Plus Partners LLC, and Sterling Low Volatility Fund Q.P. National
City Corp. -- filed an involuntary Chapter 11 petition for the
company on Dec. 26, 2007 (Bankr. N.D. Ill. Case No. 07-24236).  
Jeff J. Marwil, Esq., at Winston & Stawn LLP, in Chicago,
Illinois, represents the petitioners.  The three petitioners
disclosed holding roughly $46 million in claims against the fund.


RADIATION THERAPY: Completes $1 Billion Merger with Vestar Capital
------------------------------------------------------------------
Radiation Therapy Services Inc. completed its $1.1 billion merger
with an affiliate of Vestar Capital Partners L.P.  At a special
meeting held on Feb. 6, 2008, the shareholders of Radiation
Therapy voted to approve the merger agreement that the company
entered into on Oct. 19, 2007.  

Under the terms of the merger agreement, Radiation Therapy
Services shareholders are entitled to receive $32.50 in cash,
without interest, for each share of Radiation Therapy Services
common stock held.  Effective as of the closing of the market
today, Radiation Therapy Services common stock will cease to be
traded on the NASDAQ Stock Market.

"We recognize the effort of Vestar and all parties to ensure the
timely completion of the merger in today's difficult financing
market," Dr. Daniel E. Dosoretz, chief executive officer of
Radiation Therapy Services, said.  "We are pleased to partner with
a prominent private equity firm that shares our commitment to the
company and its mission of delivering the highest quality of
care."

"We are pleased to successfully close this transaction and
appreciate all the hard work undertaken by management, our
financing sources and advisors to achieve this outcome," James L.
Elrod, Jr., managing director of Vestar Capital Partners L.P.,
added.  "We are very excited about the opportunity and the ability
to work alongside a very talented and experienced management team
and extraordinary group of physicians."

Shareholders of Radiation Therapy Services who possess stock
certificates will receive instructions by mail from American Stock
Transfer & Trust company, the paying agent, concerning how and
where to forward their certificates for payment of the merger
consideration.  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 handled by the
broker, bank or other nominee.

Questions about the deposit of merger proceeds should be directed
to the appropriate broker, bank or other nominee.

The merger consideration and refinancing of previously existing
debt was provided by affiliates of Vestar and through financing
arranged by Wachovia Capital Markets LLC, BNP Paribas Securities
Corp. and Sumitomo Mitsui Banking Corporation.

Wachovia Capital Markets acted as financial advisor to Radiation
Therapy Services in connection with the transaction.  Morgan
Joseph & Co. Inc. served as financial advisor to the Special
Committee of the board of directors.  

Shumaker, Loop & Kendrick, LLP served as legal counsel to
Radiation Therapy Services. Kirkland & Ellis LLP and Kennedy
Covington Lobdell & Hickman, L.L.P served as legal counsel to
Vestar.

                About Vestar Capital Partners L.P

Headquartered in New York, Vestar Capital Partners L.P. --
http://www.vestarcapital.com/-- is on a quest to invest.  
Specializing in management buyouts, growth capital investments,
and recapitalizations, the firm has completed more than 50 deals
worth some $17 billion since its founding in 1998.  An active
investor that partners with management of portfolio companies,
Vestar targets middle-market firms in a range of industries,
including consumer products, financial services, media and
communications, and health care.  

                 About Radiation Therapy

Based in Fort Myers, Florida, Radiation Therapy Services Inc.
(Nasdaq: RTSX) -- http://www.rtsx.com/-- operates radiation
treatment centers under the name 21st Century Oncology.  The
company is a provider of radiation therapy services to cancer
patients.  The company's 80 treatment centers are clustered into
25 local markets in 16 states, including Alabama, Arizona,
California, Delaware, Florida, Kentucky, Maryland, Massachusetts,
Michigan, Nevada, New Jersey, New York, North Carolina,
Pennsylvania, Rhode Island and West Virginia.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Moody's Investors Service assigned a B2 corporate family rating to
RTS MergerCo Inc.  The outlook for the ratings is stable.  


RANGE RESOURCES: Earns $34 Million in Quarter Ended December 31
---------------------------------------------------------------
Range Resources Corporation reported its financial results for
fourth quarter and year ended Dec. 31, 2007.

Reported fourth quarter earnings were $34 million up significantly
over the $0.4 million of the prior year and cash flow was
$187 million up 53%.

Cash flow from operations before changes in working capital
increased 64% to a record $190 million.  During the quarter, the
company provided a $6.4 million allowance for unproved acreage,
which reduced diluted earnings per share by three cents.

Net income comparable to analysts' estimates would have been
$61 million, 90% greater than the comparable prior year.

For full year 2007, reported earnings were $231 million up 45% and
cash flow was $632 million up 43%.  

Net income comparable to analysts' estimates was $253 million,
increasing 63% from the prior comparable year.  Cash flow from
operations before changes in working capital increased 44% to
$674 million.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $ 4.01 billion, total liabilities of $2.29 billion and total
stockholders' equity $1.72 billion.

"2007 was an outstanding year for Range and its stockholders,"
John H. Pinkerton, the company's president and CEO, said.
"Financially, record highs were achieved for all the key metrics
both on an absolute and per share basis.  Operationally,
production rose 17% and proved reserves increased 27% at an
attractive all-in cost of $1.82 per mcfe."

"Looking ahead, we are in an excellent position to set record
results again in 2008," Mr. Pinkerton added.  "Our drilling
inventory now exceeds 11,000 locations, and we are off to a fast
start with our 2008 drilling program.  Importantly, we continue to
make solid progress with regard to delineating and expanding our
emerging plays.  The unrisked reserve potential of the drilling
inventory and emerging plays far exceeds our current proven
reserves and will be the catalyst for our future growth for many
years to come."

              About Range Resources Corporation

Headquartered in Forth Worth, Texas, Range Resources Corporation
(NYSE:RRC) -- http://www.rangeresources.com/-- is an independent   
oil and gas company operating in the Southwestern, Appalachian and
Gulf Coast regions of the United States.  The company pursues a
growth strategy that targets exploitation of its sizeable
inventory of lower risk development drilling locations with higher
potential exploration projects and a complementary acquisition
effort.  Range seeks to manage risk in every aspect of its
business while generating attractive returns.

                       *     *     *

Moody's Investor Service placed Range Resources Corporation's long
term corporate family adn probability of default ratings at 'Ba2'
in September 2007.  The ratings still hold to date with a stable
outlook.


ROADRUNNER RIVER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Roadrunner River Resort, LLC
        P.O. Box 5430
        7000 Riverside Drive
        Parker, AZ 85344

Bankruptcy Case No.: 08-02529

Chapter 11 Petition Date: March 12, 2008

Court: District of Arizona

Debtor's Counsel: Robert M. Cook, Esq.
                     (robertmcook@yahoo.com)
                  Missouri Commons-Suite 185
                  1440 East Missouri
                  Phoenix, AZ 85014
                  Tel: (602) 285-0288
                  Fax: (602) 285-0388

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.


SASCO MORTGAGE: Adverse Performance Prompts S&P to Cut 10 Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of pass-through certificates from five reperforming
mortgage transactions issued by SASCO Mortgage Loan Trust and
Structured Asset Securities Corp.  At the same time, S&P removed
one of the lowered ratings from CreditWatch negative.   
Concurrently, S&P affirmed its ratings on 64 classes from various
reperforming mortgage transactions, including those with lowered
ratings.
     
The downgrades of the SASCO classes reflect the adverse
performance of the pools as the collateral continues to realize
significance monthly net losses.  Monthly net losses for SASCO
Mortgage Loan Trust 2003-HEL1 have generally outpaced monthly
excess interest cash flows, resulting in a write-down of the
transaction's overcollateralization.  Consequently, S&P lowered
its rating on class B to 'B' from 'BB'.  Monthly net losses for
SASCO Mortgage Loan Trust 2005-GEL1 have consistently increased
over the past six months and have started to erode the
transaction's available credit support.  

In addition, the level of severely delinquent loans (90-plus days,
foreclosures, and REOs) in this transaction's collateral pool
indicates that additional losses are likely in the future.  
Consequently, S&P lowered its rating on class M3 to 'BB' from
'BBB' and lowered its rating on class M4 to 'B' from 'BBB-'.
Credit support for this transaction is provided by subordination.   
As of the February 2008 distribution period, cumulative realized
losses, as a percentage of the original pool balances, were 4.24%
(SASCO 2003-GEL1) and 2.56% (SASCO 2005-GEL1).  Total
delinquencies were 39.25% (SASCO 2003-HEL1) and 23.95% (SASCO
2005-GEL1), while severe delinquencies were approximately 33% and
14%, respectively.  Both transactions are seasoned 50 months or
less and have pool factors of less than 29%.
     
The downgrades of the seven Structured Asset Securities Corp.
classes reflect high percentages of severely delinquent loans
(7.61% for series 2004-GEL1, 5.92% for series 2005-RF1, and 23.67%
for series 2005-RF4) when compared with the amount of available
credit support.  As of the February 2008 remittance period, series
2004-GEL1 had total delinquencies of 13.94%, cumulative realized
losses of 2.82%, and a pool factor of 27.33%.  Series 2005-RF1 had
total delinquencies of 32.36%, cumulative realized losses of
0.30%, and a pool factor of 51.62%.  Series 2005-RF4 had total
delinquencies of 51.62%, cumulative realized losses of 0.43%, and
a pool factor of 59.98%.  Credit support for all of the Structured
Asset Securities Corp. transactions is provided by subordination,
and series 2004-GEL1 receives additional support from
overcollateralization and excess interest.
     
The affirmations reflect adequate actual and projected credit
support percentages that are sufficient to support the ratings at
their current levels.  The collateral for these transactions
consists of 30-year, fixed- or adjustable-rate, reperforming
mortgage loans secured by first liens on residential properties.

                          Ratings Lowered
   
                     SASCO Mortgage Loan Trust

                                           Rating
                                           ------
               Series     Class        To          From
               ------     -----        --          ----
               2003-GEL1  B            B           BB
               2005-GEL1  M3           BB          BBB
               2005-GEL1  M4           B           BBB-

                    Structured Asset Securities Corp.

                                           Rating
                                           ------
               Series     Class        To          From
               ------     -----        --          ----
               2004-GEL1  M4           BB          BBB-
               2005-RF1   B3           BB          BBB
               2005-RF1   B4           B           BB
               2005-RF1   B5           CCC         B
               2005-RF4   B3           BB          BBB
               2005-RF4   B4           B           BB

        Rating Lowered and Removed From CreditWatch Negative

                  Structured Asset Securities Corp.

                                     Rating
                                     ------
         Series     Class        To          From
         ------     -----        --          ----
         2005-RF4   B5          CCC               B/Watch Neg

                          Ratings Affirmed
   
                      SASCO Mortgage Loan Trust

          Series     Class                         Rating
          ------     -----                         ------
          2003-GEL1  A-IO                          AAA
          2003-GEL1  M2                            A
          2003-GEL1  M3                            BBB
          2003-GEL1  M4                            BBB-
          2005-GEL1  A                             AAA
          2005-GEL1  M1                            AA
          2005-GEL1  M2                            A

                  Structured Asset Securities Corp.

          Series     Class                         Rating
          ------     -----                         ------
          2004-GEL1  A                             AAA
          2004-GEL1  M1                            AA
          2004-GEL1  M2                            A
          2004-GEL1  M3                            BBB
          2005-RF1   A,AIO                         AAA
          2005-RF1   B1                            AA
          2005-RF1   B2                            A
          2005-RF2   A,AIO                         AAA
          2005-RF2   B1                            AA
          2005-RF2   B2                            A
          2005-RF2   B3                            BBB
          2005-RF2   B4                            BB
          2005-RF2   B5                            B
          2005-RF3   1-A, I-AIO,2-A                AAA
          2005-RF3   B1                            AA
          2005-RF3   B2                            A
          2005-RF3   B3                            BBB
          2005-RF3   B4                            BB
          2005-RF3   B5                            B
          2005-RF4   A,AIO                         AAA
          2005-RF4   B1                            AA
          2005-RF4   B2                            A
          2005-RF5   1-A,1-AIO,2-A                 AAA
          2005-RF5   B1                            AA
          2005-RF5   B2                            A
          2005-RF5   B3                            BBB
          2005-RF5   B4                            BB
          2005-RF5   B5                            B
          2005-RF6   A,AIO                         AAA
          2005-RF6   B1                            AA
          2005-RF6   B2                            A
          2005-RF6   B3                            BBB
          2005-RF6   B4                            BB
          2005-RF6   B5                            B
          2005-RF7   A,AIO                         AAA
          2005-RF7   B1                            AA
          2005-RF7   B2                            A
          2005-RF7   B3                            BBB
          2005-RF7   B4                            BB
          2005-RF7   B5                            B

         Structured Asset Securities Corp. Mortgage Loan Trust

          Series     Class                         Rating
          ------     -----                         ------
          2006-RF2   A,R,AIO                       AAA
          2006-RF2   B1                            AA
          2006-RF2   B2                            A
          2006-RF2   B3                            BBB
          2006-RF2   B4                            BB
          2006-RF2   B5                            B


SALOMON BROTHERS: Fitch Holds 'BB-' Rating on $3.3MM Cl. L Certs.
-----------------------------------------------------------------
Fitch affirmed the ratings of Salomon Brothers Mortgage Securities
VII, Inc.'s commercial mortgage pass-through certificates, series
2000-NL1 as:

  -- Interest-only class X at 'AAA';
  -- $1.2 million class J at 'AAA';
  -- $8.4 million class K at 'AA';
  -- $3.3 million class L at 'BB-'.

Fitch does not rate the $3.0 million class M certificates.  
Classes A-1, A-2, B, C, D, E, F, G and H have paid in full.  
Although credit enhancement levels have increased since Fitch's
last rating action, affirmations are warranted due to increasing
loan concentration.  As of the February 2008 distribution date,
the pool's aggregate certificate balance has decreased 95.3% to
$15.9 million from $334.2 million at issuance.

Currently there are eight loans remaining in the pool, including
two defeased loans (40.9%).  None of the loans have lockout
provisions; thus, the deal is expected to continue to pay down.  
91.1% of the remaining loans mature in 2008.  The weighted average
mortgage coupon of the remaining non-defeased loans is 6.78%.

There are no delinquent or specially serviced loans.  Two loans
have been identified as Fitch loans of concern due to declining
performance.  The first Fitch loan of concern (17.5%) is the
largest non-defeased loan in the pool and is secured by a strip
mall located in Speedway, Indiana.  Servicer reported 2nd quarter
2007 DSCR was 0.29 times with 82% occupancy rate, compared to DSCR
of 1.75x and 100% occupancy rate at issuance.  This loan is
scheduled to mature in October 2008 and has an interest rate of
6.84%.

The second Fitch loan of concern (11.7%) is the second largest
non-defeased loan in the pool and is secured by a 23,192 square
foot office property in Cornelius, North Carolina.  Servicer
reported 2nd quarter 2007 DSCR was 0.45x with 82% occupancy rate,
compared to DSCR of 1.41x and 100% occupancy rate at issuance.  
This loan is scheduled to mature in August 2008 and has an
interest rate of 7.22%.


SCORPIUS CDO: Poor Credit Quality Spurs Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of eleven classes of
notes issued by Scorpius CDO, Ltd. and left on review for possible
further downgrade the ratings of four of these classes.  The notes
affected by this rating action are:

(1) Class Description: $975,000,000 Class A-1 First Priority
Senior Secured Floating Rate Notes due November 2046

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

(2) Class Description: $90,000,000 Class A-2A Second Priority
Senior Secured Floating Rate Notes due November 2046

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

(3) Class Description: $90,000,000 Class A-2B Third Priority
Senior Secured Floating Rate Notes due November 2046

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

(4) Class Description: $50,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due November 2046

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

(5) Class Description: $60,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due November 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ca

(6) Class Description: $22,000,000 Class D Sixth Priority
Mezzanine Secured Floating Rate Notes due November 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Ca

(7) Class Description: $52,000,000 Class E Seventh Priority
Mezzanine Secured Floating Rate Notes due November 2046

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

(8) Class Description: $58,000,000 Class F Eighth Priority
Mezzanine Secured Floating Rate Notes due November 2046

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

(9) Class Description: $20,000,000 Class G Ninth Priority
Mezzanine Secured Floating Rate Notes due November 2046

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

(10) Class Description: $37,500,000 Class A Preferred Securities

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

(11) Class Description: $30,000,000 Class B Preferred Securities

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on Feb. 12, 2008, of an event of default caused by the
Class A Sequential Pay Ratio being less than 100 per cent, as
described in Section 5.1(j) of the Indenture dated Oct. 26, 2006.

Scorpius CDO, Ltd. is a collateralized debt obligation mainly
backed by a portfolio of RMBS and CDO securities.

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

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


SH 130 CONCESSION: Moody's Rates  TIFIA Subordinate Debt 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Baa3 to the SH 130
Concession Company, LLC's senior secured bank notes and a rating
of Ba1 to the company's US Department of Transportation TIFIA
subordinate debt.  The senior bank debt has a final maturity of
2038 and the TIFIA subordinate debt matures in 2047.  The outlook
for both ratings is Stable.

Proceeds from the senior and subordinate debt issues will be used
primarily for construction costs, right of way acquisition costs,
a concession payment to the Texas Department of Transportation,
capitalized interest, financing costs, operating and interest
expenses during a ramp up period and other upfront expenses
associated with the SH 130 project.  The ratings reflect the
fundamentals of the project, the support of the subordinated TIFIA
government funding, the project delivery and construction
expertise the sponsors, as well as the generally supportive
concession terms and debt structure.

On March 22, 2007 SH 130 Concession Company, LLC entered into a
Facility Concession Agreement with the Texas Department of
Transportation for the construction and operation of Segments 5
and 6 of SH 130.  The project consists of 40 miles out of a 90
mile bypass connecting with IH35 at the northern terminus and
connecting with IH10 at its southern terminus, all along the
congested San Antonio to Austin north-south corridor.  The total
90 mile bypass is intended to relieve congestion on IH35 by
providing a tolled high-speed alternative for long distance
commercial vehicles.

The investment grade rating for the senior secured debt reflects a
number of key factors.  The alignment of the project is located
along an important north-south corridor connecting Mexico to Texas
and points north.  There is currently congestion on IH35,
particularly during peak periods reflecting:

(1) population density within the 8 county service areas which
    comprises 12% of the state's population,

(2) employment growth which has exceeded other parts of the state,

(3) economic diversity and strong socio-economics.

Traffic generators in the service area include Austin, the state
capital, educational facilities including the University of Texas
and Texas State University, four military bases, two airports and
retail outlets.  Adding to the congestion is the importance of the
corridor for NAFTA related truck movements from Mexico.  Segments
5 and 6 will provide significant time savings for full length
trips, ranging from 20 to 50 minutes depending on the time of day.

The consultant's traffic and revenue projections appear
reasonable.  Assuming a 4 year ramp-up beginning in 2012, traffic
growth is pegged to population and employment growth with truck
traffic projected to grow at an average 3%.  According to the
consultant's May, 2007 Revalidation Report, after the initial
ramp-up period, between 2015 and 2025 the annual traffic growth
rate is projected to be 6% for both Segments 5 and 6.  While this
is slightly higher than historic traffic growth at various
screenlines along IH35, growth along the IH35 corridor can be
viewed as having been impacted by capacity constraints, especially
during peak periods.  The traffic projections also do not reflect
potential impacts from the Panama Canal expansion project and the
increase in traffic resulting from liberalization of access
permitting Mexican drivers to take their trucks to end points
beyond the US-Mexican border.

While this is essentially a greenfield, construction risk is
manageable.  SH 130 Concession Company, LLC has entered into a
guaranteed lump sum, date certain Design Build contract with a
50/50 joint venture of affiliates of Ferrovial Agroman, S.A. and
Zachry Construction Coorporation.  The JV is providing a payment
and performance bond of $250 million.  TxDOT is overseeing the
right of way acquisition process.  Environmental approvals under
NEPA have been obtained: the initial Record of Decision was issued
June 5, 2001 and the NEPA approvals became final on June 11, 2007.   
The JV partners are experience in infrastructure construction and
have successfully completed comparable projects globally.

The key concession terms are generally supportive of the project.   
The concession term is 50 years from the commencement of
operations (after a five year construction period).  The tolling
regime is based on initial maximum base rates that are consistent
with other toll roads in Texas with future inflation adjustments
based on changed in the GSP per capita.  Initially the tolls will
be set at a level that is equivalent to 12.5 cents per mile for
cars and 50 cents per mile for trucks in January 2006 prices.  The
agreement provides for compensation to the concessionaire if
competing facilities are built in the future within 10 miles of
SH130 or if IH35 is allowed to operate at higher speed limits than
those currently enforced.  TxDOT will not provide compensation if
IH35 is upgraded or improved in the future.  The concession also
requires revenue sharing if traffic exceeds base case projections
in addition to the $25 million upfront concession payment to
TxDOT.  Termination provisions include compensation in an amount
equal to the greater of the fair market value of the concession or
the senior debt termination amount should TxDOT elect to terminate
the concession for convenience.  In the event of a force majeure
or extended relief event, the termination compensation shall be
equal to the senior debt termination amount minus any balances in
concession funds.

The senior debt structure contains generally standard debt-holder
protections.  In addition to providing proceeds for the
construction project, the debt will include a $35 million
liquidity facility available for the first 5 years of operation
and an additional $30 million of contingent equity to be backed by
letters of credit.  Both liquidity facilities are available to
subsidize revenues in the early years of operations.  Starting
from 2 year before of the expiration of the liquidity facility the
company will put into place a Debt Service Reserve Fund equal to
12 months of debt service either funded from excess cashflows or
through a replacement liquidity facility.  Restricted payments
cannot be made unless the project meets the 1.20 Total Debt
Service Coverage Ratio test,, all targeted senior debt service has
been achieved, all scheduled and mandatory TIFIA debt service
payments are current and the substantial completion date has
occurred.  A Major Maintenance Fund will provide for a 3 year
forward funding of major maintenance requirements (1st year: 100%
,2nd years: 66%, 3rd years: 33%).  The senior debt has a 30 year
final maturity, providing for a "tail" of at least 20 years. The
TIFIA subordinate debt has a final maturity 35 years from
substantial completion.  According to the base case financial
model, consolidated metrics include minimum DSCR of 1.25 times
(taking in consideration the available commitments of liquidity
facility and contingent equity) and average DSCR over 6 times
(calculated considering Tifia debt Maturity) .

SH130 Concession Company LLC is a limited liability company
organized and existing under the laws of the State of Delaware.   
The company was established by Cintra Tx 56, LLC (65% ownership)
and Zachry Toll Road 56, LP (35% ownership) in order to undertake
a concession granted by the Texas Department of Transportation.


SHARPS CDO: CIFG Rating Downgrade Prompts S&P's Two Rating Cuts
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of notes issued by Sharps CDO I Ltd., a U.S. CDO of ABS
transaction, to 'AA+' from 'AAA'.  At the same time, S&P placed
the ratings on CreditWatch negative to reflect the potential for
deterioration of the credit quality of the assets in Sharps CDO
I's portfolio, 19% of which currently has ratings on CreditWatch
negative.  S&P had placed its ratings on the other classes of
notes issued by Sharps CDO I on CreditWatch negative on Jan. 30,
2008.
     
The downgrade of the class A-1 and A-2 notes from Sharps CDO I
follow the lowering of S&P's financial strength rating on CIFG
Assurance North America Inc. earlier.  The 'AAA' ratings
previously assigned to these tranches were based on a full
financial insurance policy provided by CIFG, which guarantees the
timely payment of interest and principal on the tranches.  Because
the underlying ratings assigned to these CDO tranches, without
benefit of the insurance policy, are below 'AAA', S&P lowered the
ratings on the CDO tranches as a result of the downgrade of CIFG
to 'A+'.
     
Standard & Poor's noted that the ratings on other CIFG-insured
U.S. CDO tranches that have current underlying ratings of 'AAA'
were not affected by the CIFG downgrade.

       Ratings Lowered and Placed on CreditWatch Negative

                                             Rating
                                             ------
      Transaction             Class   To                From
      -----------             -----   --                ----
      Sharps CDO I Ltd.       A-1     AA+/Watch Neg     AAA
      Sharps CDO I Ltd.       A-2     AA+/Watch Neg     AAA

                   Other Ratings Outstanding

           Transaction                Class   Rating
           -----------                -----   ------
           Sharps CDO I Ltd.          B       A+/Watch Neg
           Sharps CDO I Ltd.          C       BBB-/Watch Neg
           Sharps CDO I Ltd.          D       CCC+/Watch Neg


SP NEWSPRINT: Ernst & Young Expresses Going Concern Doubt
----------------------------------------------------------
Ernst & Young LLP in Atlanta, Ga., raised substantial doubt about
the ability of SP Newsprint Co. to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 30, 2007.

The auditor reported that the company's revolving credit facility,
which had an outstanding balance at Dec. 30, 2007, of $19,850,000,
is due and payable on May 30, 2008.  In addition, the company is
in violation of a covenant pursuant to its credit agreement.  At
Dec. 30, 2007, there were letters of credit issued under the
credit agreement totaling $143,000,000 used to support the
company's Industrial Revenue Bond (IRB) debt of $138,250,000.  
Accordingly, the IRB balance has been classified as a current
liability in the accompanying balance sheet as of Dec. 30, 2007.  
The company does not currently have the funds to repay the
revolving credit facility and the IRB debt, nor does it have a
commitment from a lender to refinance these amounts.

The company posted a net loss of $59,939,000 on total sales of
$430,381,000 for the year ended Dec. 30, 2007, as compared with a
net income of $31,562,000 on total sales of $487,541,000 in the
prior year.

Expenditures for maintenance and repairs are charged to expense as
incurred.  Maintenance and repairs expenses totaled $40,025,000,
$45,160,000, and $42,792,000 during 2007, 2006, and 2005,
respectively, and are included in cost of goods sold.  
Expenditures for renewals and betterments are capitalized and
depreciated over the related estimated useful lives.

At Dec. 30, 2007, the company's balance sheet showed $469,474,000
in total assets, $285,428,000 in total liabilities and
$184,046,000 stockholders' equity.

The company's consolidated balance sheet at Dec. 30, 2007, showed
strained liquidity with $120,392,000 in total current assets
available to pay $233,586,000 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?2913

                      About SP Newsprint Co.

Headquartered in Atlanta, Georgia, SP Newsprint Co. --
http://www.spnewsprint.com-- is a general partnership among  
affiliates of Cox Enterprises Inc., Media General Inc. and The
McClatchy Company.  The company operates newsprint mills in
Dublin, Georgia, and Newberg, Oregon as well as SP Recycling
Corp., a wholly owned fiber procurement subsidiary with facilities
primarily in the southeast and western portions of the United
States.  Annual newsprint production totals approximately one
million tons.


THORNBURG MORTGAGE: Defaults on $49MM Morgan Stanley Agreement
--------------------------------------------------------------
Thornburg Mortgage, Inc., received on March 11, 2008, a notice of
event of default from Morgan Stanley & Co. Incorporated, dated
March 6, 2008, after failing to meet a margin call of
approximately $9,000,000.

The notice states that an Event of Default as defined under the
parties' Master Repurchase Agreement, dated as of July 16, 1993,
has occurred, Larry Goldstone, Thornburg President and Chief
Executive Officer, relates.  The notice also states that Morgan
Stanley has exercised or will exercise its rights under the
Agreement.  The aggregate amount of the proceeds lent to Thornburg
under the Agreement was approximately $49,000,000.

As reported in the Troubled Company Reporter on March 11, 2008,
Thornburg creditors have seized "billions of dollars" of
collateral from the embattled home lender, and dumped those assets
onto the bond market.

The past week, Thornburg received notices of an event of default
from:

   (1) Natixis Securities North America Inc., as agent for Natixis
       Financial Products Inc., dated March 3, 2008, after failing
       to meet a margin call of $6,000,000.  The notice states
       that an event of default as defined under the company's
       Master Repurchase Agreement, dated December 15, 2000, with
       Natixis has occurred.  The notice states that Natixis was
       accelerating the repurchase date under the Natixis
       Agreement. The aggregate amount of the proceeds lent to the
       Company under the Natixis Agreement was roughly
       $163,000,000.

   (2) ING Financial Markets LLC, dated March 3, 2008, after
       failing to repurchase roughly $70,000,000 in AAA-rated
       securities.  The notice states that an event of default as  
       defined under their BMA Master Repurchase Agreement, dated
       as of January 12, 2007, has occurred.  The notice states
       that ING reserves all right and remedies provided in the
       ING Agreement.  The aggregate amount of the proceeds lent
       to the company under the ING Agreement was roughly
       $707,000,000.

   (3) Goldman, Sachs & Co. also issued a notice of event of
       default dated March 4, 2008, after the company failed to
       meet a margin call of roughly $54,000,000.  The notice
       states that an event of default as defined under the
       parties' Master Repurchase Agreement, dated as of
       August 12, 2002, has occurred.  The notice states Goldman
       Sachs was accelerating the repurchase date under the
       Goldman Sachs Agreement.  The aggregate amount of the
       proceeds lent under the Goldman Sachs Agreement was roughly
       $550,000,000.

   (4) JPMorgan Chase Bank, N.A., dated Feb. 28, 2008, after
       failing to meet a $28,000,000 margin call.  The letter
       states that an event of default as defined under the
       parties' Master Repurchase Agreement, dated as of Aug. 3,
       2006, as amended on Feb. 7, 2007, exists.  The letter also
       notified the company that JPMorgan will exercise its rights
       under the agreement.  The aggregate amount of proceeds lent
       to the company under the agreement was approximately
       $320,000,000.

Thornburg has been in continuing discussions with all of its
lenders, and, to the best of its knowledge, the lenders that
issued notices of event of default have not yet exercised their
rights to liquidate pledged collateral.  The company is working to
meet all of its outstanding margin calls within a timeframe
acceptable to its lenders, through a combination of selling
portfolio securities, issuing collateralized mortgage debt and
raising additional debt or equity capital.

Through the close of business on March 6, 2008, Thornburg had
received $1,777,000,000 in margin calls since December 31, 2007,
and had satisfied $1,167,000,000 of those margin calls primarily
by using its available liquidity, principal and interest payments,
and proceeds from the sale of assets.

As of the close of business on March 6, 2008, Thornburg had
outstanding margin calls of $610,000,000 which significantly
exceeded its available liquidity at that date.

The recent events have raised substantial doubt about the
company's ability to continue as a going concern without
significant restructuring and the addition of new capital.  On
March 4, 2008, the company was advised by its independent
accountant, KPMG LLP, that no further reliance should be placed on
the auditors' report dated February 27, 2008, on the company's
consolidated financial statements as of December 31, 2007, and
2006 and for each of the years in the two year period ended
December 31, 2007.

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo  
adjustable-rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


THORNBURG MORTGAGE: Restates Consolidated Financial Statements
--------------------------------------------------------------
Thornburg Mortgage, Inc. restated its consolidated financial
statements as of and for the year ended Dec. 31, 2007.

On March 5, 2008, Thornburg's board of directors decided that it
should restate the financial statements after concluding that
there was substantial doubt as to its ability to continue as a
going concern at Dec. 31, 2007.

In addition, KPMG LLP raised substantial doubt about Thornburg'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.

KPMG said the company "did not have the financial resources as of
March 6, 2008, to satisfy margin calls approximating
$610 million associated with its reverse repurchase agreements and
certain other financial instruments.  Failure to satisfy these
margin calls is an event of default under the reverse repurchase
agreements and triggered cross default provisions in certain of
its financing agreements.  These events of default provide the
company's lenders the discretion to declare the entire unpaid
amounts due and payable on demand and to force liquidation of the
company's assets to satisfy those obligations."

                           Restatement

The company said that its losses on available for sale securities
and its Securitized ARM Loans that are currently pledged as
collateral for Reverse Repurchase Agreements were considered to be
other than temporary impairments as of Dec. 31, 2007, since it may
not be able to hold these securities for the foreseeable future
because it may sell them to satisfy margin calls from its lenders
or to otherwise manage its liquidity position.

The restated financial statements reflect changes in the company's
losses on ARM Assets and other related changes.  

The company has recognized an impairment charge totaling
$676,580,000 in gross unrealized losses on those assets as of Dec.
31, 2007.  The impairment charge resulted in a decrease in
management and incentive fees of $5,850,000.

                            Financials

Thornburg reported a restated $1,545,678 net loss on $316,261,000
of net interest income for the year ended Dec. 31, 2007.  Before
the restatement, the company reported an $874,948,000 net loss.

For the year ended Dec. 31, 2006, the company reported
$297,697,000 of net income on $346,684,000 of net interest income.

Thornburg's restated consolidated balance sheet at Dec. 31, 2007,
showed $36,272,361,000 in total assets, $34,512,627,000 in total
liabilities, and $1,759,734,000 in total stockholders' equity.

Before the restatement, Thornburg's balance sheet at Dec. 31,
2007, showed $36,521,162,000 in total assets, $34,518,477 in total
liabilities, and $2,002,685 in total stockholders' equity

A full-text copy of the company's 2007 restated annual report is
available for free at http://ResearchArchives.com/t/s?2918

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo  
adjustable-rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TILLIM LLC: Creditors Have Until June 9 to File Proofs of Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
established key dates to expedite Tillim LLC's Chapter 11 case.

The last day for all creditors to file claims against the Debtor
is on June 9, 2008, while government units may file claims until
July 29, 2008.

All persons and entities that intend to rely on the Debtors'
schedules of assets and liabilities will have the responsibility
for determining that their claims are accurately listed on the
schedules.

Each claim holder who fails to timely file a claim will be
forever barred from:

   * asserting the claim, whether directly or indirectly, against
     the Debtors; and

   * voting upon, or receiving distributions under, any plan of
     reorganization or liquidation in the Debtors' Chapter 11
     proceedings.

In the event the Debtors amend or supplement their schedules,
they will give notice of the amendment or supplement to the
affected claim holders, which will afford the claim holders a
30-day extension from the date on which the notice is given to
file a claim, if necessary, or be forever barred from doing so.

The Court also set March 31, 2008, as the deadline for the Debtors
to file motions.

The Court relates that this case will not be delayed due to
unfiled tax return.  The Debtors have until May 15, 2008, to file
all unfiled overdue tax returns.  

Headquartered in Detroit, Michigan, Tillim LLC filed for Chapter
11 protection on Jan. 31, 2008 (Bankr. E.D. Mich. Case No.: 08-
42316). Jerome D. Frank, Esq. represents the Debtor in its
restructuring efforts.  When it filed for protection from its
creditors, it listed total assets of $10 million and total debts
of $11.5 million.


TUCSON ELECTRIC: Fitch Expects to Put 'BB+' Rating on $121MM Bonds
------------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to the planned
$121 million Industrial Development Revenue Bonds, 2008 Series A
issued on behalf of the Tucson Electric Power Company by the
Industrial Development Authority of the County of Pima.  Proceeds
from the offering will be used by TEP to repay short-term and
maturing long-term debt obligations.  The Rating Outlook is
Stable.

The rating considers TEP's cash flow coverage and debt ratios,
which are consistent with the rating category.  TEP's rating also
reflects the company's utility-focused strategy, solid service
territory growth and efforts to reduce debt.  Fitch assumes that
TEP's pending general rate case will result in revenues, earnings
and cash flows sufficient to facilitate continued financial de-
leveraging.

The primary concern for investors is an outcome in TEP's pending
GRC, which was filed in July 2007, that would result in an
inability to further reduce debt leverage.  In its filing TEP
requested a $181 million (23%) revenue increase on a cost-of-
service basis and proposed alternative rate adjustments based on
market rates for generation, or a hybrid model.  The rate increase
is based on a 10.75% authorized return on equity.  The filing also
requests implementation of a fuel adjustment clause.  A final
order is expected by year-end 2008.

On Feb. 29, 2008, the Arizona Corporation Commission staff filed
testimony in the proceeding recommending a $14 million-$22 million
rate decrease based on a 10.25% return on equity.  While the
commission is not bound by the staff recommendation, Fitch notes
that a final order by the ACC consistent with the staff proposal
would likely result in weaker than anticipated credit metrics.  
Positively, the staff recommends ACC adoption of a fuel adjustment
clause.


VICTORY MEMORIAL: Court OKs Bidding Procedures for Sale of Assets
-----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of New
York approved Victory Memorial Hospital and its debtor-affiliates'
bidding procedure for the sale of certain assets, clear of all
liens and interests, subject to higher and better offer.

As reported in the Troubled Company Reporter on Feb. 13, 2008,
New York not-for-profit corporation St. Jerome Health Services
Corporation dba Holy Family Home, as the stalking horse bidder,
agreed to purchase the assets for $40 million in cash, under a
certain purchase agreement.

The agreement requires St. Jerome deposit $1,500,000 in cash,
which will held in escrow.

The Debtors said that the purchased assets, includes, among
others:

   a) real property in Tax Block 6094 Lot 1 in Brooklyn, New York,
      also known as main campus;

   b) Victory Memorial Hospital's 150-bed Skilled Nursing
      Facility (SNF), including all licenses and certificates;

   c) Victory Memorial Hospital Long Term Home Health Care
      (LTHHCP)program, including also licenses and certificates;

   d) all equipments and assets for the SNF and LTHHCP.

All excluded assets will be retained by the Debtors, including,
among others, the existing $25 million HEAL award and any causes
of action of the Debtors.

Pursuant to the terms and conditions of the agreement, the Debtors
have agreed to provide a $400,000 break-up fee.

                         Sale Protocol

Qualified bidders must submit their offers no later than March 17,
2008, at 4:00 p.m.,(Eastern Time) and deliver a written copies of
that bid at:

   a) DLA Piper US LLP
      Attn: Timothy W. Walsh, Esq.
      1251 Avenue of the Americas
      New York, NY 10020

   b) Alston & Bird LLP
      Attn: Martin G. Bunin, Esq.
      90 Park Avenue
      New York, NY 10016

   c) CIT Capital USA Inc.
      Attn: Natalie Wilensky
      11 West 42nd Street, 7th floor
      New York, NY 10036

Each bid must be accompanied by a "good faith deposit" of
$1,500,000 in bank or certified check.  The initial overbid must
be equal or exceed the purchase price plus $500,000.

An auction will be held on March 20, 2008, at 10:00 a.m., at the
offices of DLA Piper US LLP by CIT Capital.  During the public
auction, bidding commences with the baseline bid and continue in
minimum increments of at least $100,000.

All qualified bidder will be notified before March 19, 2008.

                    About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


VICTORY MEMORIAL: Wants Exclusive Plan Filing Period Extended
-------------------------------------------------------------
Victory Memorial Hospital and its debtor-affiliates ask the United
States Bankruptcy Court for the Eastern District of New York to
further extend their exclusive periods to:

   i) file a Chapter 11 plan until May 15, 2008; and

  ii) solicit acceptances of that plan until July 14, 2008.

The Debtors say they were not able to prepare a Chapter 11 plan
before March 11, 2008, the initial exclusive plan filing period
deadline, despite substantial progress made toward restructuring
and liquidation ahead of the New York State Department of Health's
proposed schedule.

A second draft closure plan have been submitted and awaiting
comments from the DOH, the Debtors say.  The Debtors argue that
they cannot close their facility without DOH's approval.

Timothy W. Walsh, Esq., at DLA Piper US LLP in New York, says only
after resolving these issues the Debtors can file a plan, among
other things (i) liquidate the Debtors remaining assets after the
auction and (ii) review regulatory requirements.

As previously reported, DOH intended to provide additional funds
to repay the Debtors' current DIP facility as well as additional
DIP financing in addition to the $25 million funds  already
allocated to the Debtors.

The DOH's commitment to repay the DIP financing with additional  
fund relieves the estates of significant administrative claims to
the benefit of the Debtors' unsecured creditors.

                    About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


WELLMAN INC: U.S. Trustee Appoints Unsecured Creditors Committee
----------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, appoints
seven members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Wellman, Inc., and its debtor-affiliates.

The Creditors Committee members are:

   (1) BP Amoco Chemical Company
       Attn: Victor Alvarado
       150 W. Warrenville Road
       Naperville, Illinois 60563
       Tel: (630) 961-7784

   (2) Equistar Chemicals, LP
       Attn: J. Donald Hamilton
       1221 McKinney Street, Suite 1500
       Houston, Texas 77010
       Tel: (713) 309-4980
     
   (3) Pillowtex Corporation
       Attn: John Wahowski
       P.O. Box 107
       Kannopolis, North Carolina 28081
       Tel: (704) 939-2016

   (4) A&R Logistics
       Attn: Craig Stimpert
       8440 S. Tabler Road
       Morris, Illinois 60450
       Tel: (815) 941-6523

   (5) Nilit America Corporation
       Attn: Steve Tritt
       6903 International Drive
       Greensboro, North Carolina 27409
       Tel: (336) 605-1962

   (6) American Citadel Guard, Inc.
       Attn: Jody Tada
       6030 Unity Drive, Suite D
       Norcross, Georgia 30071
       Tel: (770) 709-0077

   (7) Columbia Recycling Corp.
       Attn: Al Goldberg
       P.O. Box 2101
       Dalton, Georgia 30722
       Tel: (604) 442-9959

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtor concerning the administration of
       the bankruptcy case;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the continuance
       of the business, and any other matter relevant to the case
       or to the formulation of a plan of reorganization for the
       Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging     
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


SHARPER IMAGE: Obtains Final Approval to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sharper Image Corp., on a final basis, to use the cash collateral
of its pre-bankruptcy lenders.

All proceeds of the sale or the disposition of the Collateral
will be applied:

   (a) to permanently reduce the obligations pursuant to the Pre-
        Petition Revolving Loans and Term Loan;

   (b) to reduce the DIP Obligations in accordance with the DIP
       Credit Agreement.

The Pre-Petition Secured Parties are entitled to receive adequate
protection from any decrease in the value of their interest in
the Pre-Petition Collateral resulting from the automatic stay or
the Debtor's use, sale or lease of the Pre-Petition Collateral
during the Case.

As adequate protection, the Pre-Petition Agents will receive: (i)
Pre-Petition Replacement Liens, (2) a Pre-Petition Superpriority
Claim, and (3) Adequate Protection Payments.

Upon payment in full of the DIP Obligations and termination of
the DIP Credit Facility, the Debtor will establish an account --
the Pre-Petition Indemnity Account -- in the control of the Pre-
Petition Agent, into which $150,000 of proceeds of any sale,
lease or other disposition of any of the Collateral will be
deposited as security for any reimbursement, indemnification or
similar continuing obligations of the Debtor in favor of the Pre-
Petition Secured Parties under the Pre-Petition Financing
Agreements.

As reported in the Troubled Company Reporter on Feb. 26, the Court
granted on an interim basis, the Debtor's request to use cash
collateral of its pre-bankruptcy secured lenders.

As of the company's bankruptcy filing on Feb. 19, the Debtor is a
party to a Loan and Security Agreement dated October 31, 2003,
with Wells Fargo, as lender, arranger, and administrative agent,
and the lenders party.

The Prepetition Credit Agreement provides for a revolving credit
facility and letter of credit subfacility against a "borrowing
base" determined by inventory levels and specified accounts
receivable in the maximum aggregate amount of the lesser of:

   (a) $85,000,000 during the period from January 1 through
       July 31 of each year;

   (b) $100,000,000 during the period from August 1 through
       September 30 of each year;

   (c) $120,000,000 during the period from October 1 through
       December 31 of each year; and

   (d) the borrowing base.

The Prepetition Credit Agreement also provides for a term loan
facility in the amount of $10,000,000, which was made
immediately available, with an additional $10,000,000 to be
available upon the successful completion of syndication of the
term loan.  The contemplated syndication did not occur.

The amounts borrowed under the Prepetition Credit Agreement were
used to fund, among other things, working capital requirements.

As of the Petition Date, approximately $44,500,000 is outstanding
under the Prepetition Credit Agreement.

Pursuant to the Prepetition Credit Agreement, the Debtor granted
first priority liens and security interests in favor of the
Prepetition Secured Parties in the Debtor's then owned or
thereafter acquired right, title, and interest in and to, among
others, each of these assets:

     (i) Accounts,
    (ii) Books,
   (iii) Deposit Accounts,
    (iv) Equipment,
     (v) General Intangibles,
    (vi) Goods,
   (vii) Inventory,
  (viii) Investment Property,
    (ix) Negotiable Collateral,
     (x) Commercial Tort Claims,
    (xi) Leasehold Interests,
   (xii) money or other assets of Sharper Image, and
  (xiii) the proceeds and products of any of the assets.

                      About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D. Del.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 6, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SIRVA INC: Committee Files Motion to Restrict Access to Documents
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sirva Inc. and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
Southern District of New York to confirm that it is not required
to provide access to Debtors' confidential or privileged
information to the unsecured creditors constituency who are not
Committee members.

Pursuant to Section 1103(c) of the Bankruptcy Code, a committee
is authorized to, among other things, consult with debtors,
investigate debtors, participate in the formulation of a plan of
reorganization, and perform other services as are in the
interests of those represented.  In addition, as part of a
committee's duties, under Section 1102(b)(3)(A), a committee is
required to provide the constituency it represents with access to
certain information.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP in
New York, the Committee's proposed counsel, says that Section
1102(b)(3)(A) lacks specificity, and creates issues for debtors
and creditors' committees.  The statute, she says, simply
requires a committee "to provide access to information," yet sets
forth no guidelines as to the type, kind, and extent of those
information.  In extreme, she points out, Section 1102(b)(3)(A)
could be read as requiring a committee to provide access to all
information provided to it by a debtor, or developed through
exercise of its investigative function, regardless of whether the
information is confidential, privileged, proprietary or material
non-public information.

Without clarification, Ms. Jones says, a debtor will be reluctant
to share confidential, sensitive financial and strategic
information with a committee.  Committees, she adds, will be
concerned that the fruits of their own investigation may be
disseminated to inappropriate parties.

Confidential Information refers to non-public information,
including information concerning Debtors' assets, liabilities,
business operations, projections, analyses, compilations, and
studies.  Confidential Information will also include (i) any
notes, summaries, compilations, memoranda, or similar written
materials disclosing or discussing Confidential Information; (ii)
any written Confidential Information that is discussed or
presented orally; and (iii) any other Confidential Information
conveyed to the Committee orally that Debtors or their advisors
or other agents advise the Committee should be treated as
confidential.

Privileged Information refers to information subject to the
attorney-client or other state, federal, or other jurisdictional
law privilege, whether the privilege is solely controlled by the
committee or is a joint privilege with debtor or some other
party, Ms. Jones explains.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SOLUTIA INC: Inks Backstopper Registration Rights Agreement
-----------------------------------------------------------
In connection with the purchase of 2,812,359 shares of New Common
Stock by certain backstop investors in the Creditor Rights
Offering, Solutia Inc. has entered into a Registration Rights
Agreement with Backstop Investors, Rosemary L. Klein,
Solutia's senior vice president, general counsel and secretary,
discloses in a regulatory filing with the U.S. Securities and
Exchange Commission.

Pursuant to the backstopper registration rights agreement,
Solutia is required to file a registration statement under the
Securities Act of 1933, as amended, to effect the registration of
the resale of the shares of new common stock issued to the
backstop investors.

Once the registration statement has been declared effective by
the SEC, Solutia must keep it effective for four years after the
later of (i) the initial effective date of the registration
statement and (ii) the effective date of its Plan of
Reorganization.  In the event that the registration statement
ceases to be effective, Solutia will (i) cause a replacement
registration statement to be filed with the SEC as promptly as
practicable, (ii) have that replacement registration statement
declared effective by the SEC as promptly as practicable after
its filing, and (iii) cause that replacement registration
statement to remain continually effective and properly
supplemented and amended such that, in the aggregate, the shelf
registration statement and any replacement registration statement
will be kept effective for four years following the first day of
effectiveness of the initial shelf registration statement.

In addition, if Solutia proposes to file certain types of
registration statements under the securities act with respect to
an offering of its equity securities at a time when the
registration statement, or a replacement, is not effective, then
Solutia is required to offer the backstop investors the
opportunity to include all or part of their shares on the
registration statement on the terms and conditions set forth in
the registration rights agreement.

The registration rights granted in the backstopper registration
rights agreement are subject to customary restrictions, including  
minimums, blackout periods and, if a registration is for an
underwritten offering, limitations on the number of shares to be
included in the underwritten offering imposed by the managing
underwriter.

According to Ms. Klein, the backstopper registration rights
agreement contains customary indemnification and contribution
provisions, as well as representations and warranties by Solutia
and by the Backstop Investors.  The company will be responsible
for expenses relating to the registrations contemplated by the
backstopper registration rights agreement, subject to certain
limitations.

The Backstop Investors include:

  -- HIGHLAND CRUSADER HOLDING CORPORATION,
  -- LONGACRE FUND MANAGEMENT,
  -- MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED,
  -- GMAM INVESTMENT FUNDS TRUST II,
  -- RECAP INTERNATIONAL (MASTER) LTD.,
  -- INSTITUTIONAL BENCHMARK SERIES (MASTER FEEDER) LTD.,
  -- SOUTHPAW ASSET MANAGEMENT LP, and
  -- UBS SECURITIES LLC

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage   
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.

SOLUTIA INC: Appoints New Members to the Board of Directors
-----------------------------------------------------------
These individuals became members of Solutia Inc.'s board of
directors by operation of the Debtors' fifth amended joint plan of
reorganization:

   (a) Class I Directors -- Term expiring in 2009
       Robert K. DeVeer, Jr.
       J. Patrick Mulcahy
       Gregory C. Smith

   (b) Class II Directors -- Term expiring in 2010
       Eugene I. Davis
       James P. Heffernan
       W. Thomas Jagodinski

   (c) Class III Directors -- Term expiring in 2011
       William T. Monahan
       Robert A. Peiser
       Jeffry N. Quinn

On the effective date, five directors stepped down from the board
of directors in connection with Solutia's emergence from Chapter
11 -- Paul H. Hatfield, Robert H. Jenkins, Frank A. Metz, Jr.,
Sally G. Narodick and John B. Slaughter.

Rosemary L. Klein, Solutia Inc.'s senior vice president, general
counsel and secretary, discloses in a regulatory filing with the
U.S. Securities and Exchange Commission that the new non-employee
members of Solutia's Board will receive a $50,000 annual cash
retainer, payable quarterly, and an annual stock retainer of
shares with a value of $50,000 payable once a year.

Upon joining the Board, each non-employee director will receive a
one-time grant of restricted shares with a value of $100,000.  
All shares will vest one-third annually over the three-year
period following the grant.  Within five years of joining the
board, all directors are required to own and hold Solutia's stock
with a value of $200,000, which is equal to four years of the
annual cash retainer, Ms. Klein says.

The non-employee lead director will receive an additional annual
cash retainer of $30,000.  Committee chairs will receive an
additional cash retainer of $15,000 while other committee members
will receive an additional annual cash retainer of $7,500.  No
additional fees for attendance at regularly scheduled meetings
will be paid.

In addition, non-employee directors may participate in Solutia's
non-employee director stock compensation plan, under which
various forms of stock-based compensation could be granted at the
discretion of the executive compensation and development
committee of Solutia's Board.

A copy of the annual incentive plan, which will be effective for
the next five years, at which time Solutia's shareholders will
need to re-approve the plan or approve a new plan, is available
for free at: http://ResearchArchives.com/t/s?28fa

In a separate filing, Ms. Klein states that upon recommendation
of the ECDC, the Board has granted restricted stock units and
stock options to approximately 225 executives, managers and
directors.  The grants were effective upon the effective date.

     * An aggregate of 1,016,560 restricted shares and 176,800
       restricted stock units, equal to 2% of total shares of new
       common stock outstanding.  These restricted shares and
       restricted stock units will vest one-third annually over
       the three-year period following the date of grant; and

     * An aggregate of 3,000,000 stock options, equal to 5% of
       total shares of new common stock outstanding.  These
       options have an exercise price of $17.33.  These will vest
       one-third annually over the three-year period following
       the date of grant.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage   
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Inks Distribution Agreement with Funding Co.
---------------------------------------------------------
Solutia Inc. is the sole member of Funding Co., a special purpose,
tax-efficient, bankruptcy remote limited liability company that
was established for purposes of holding, investing and
distributing certain proceeds from the creditor rights offering in
accordance with the amended and restated Monsanto settlement
agreement.

Pursuant to Funding's limited liability company agreement,
Funding will be managed by a board of managers consisting of one
or more managers, including an independent manager, according to
Rosemary L. Klein, Solutia's senior vice president, general
counsel and secretary, in a regulatory filing with the U.S.
Securities and Exchange Commission.

Subject to certain limitations set forth in the Monsanto
settlement agreement, the Board and any individual manager
authorized by the Board will have the authority to bind Funding
in any manner expressly permitted by and in compliance with the
Monsanto Settlement Agreement, Ms. Klein says.

Funding will be dissolved upon the earlier to occur of (i) two
years after the distribution of all of Funding's assets in
accordance with the Monsanto settlement agreement, and (ii) the
entry of a decree of judicial dissolution under Section 18-802 of
the Delaware Limited Liability Company Act.

On the effective date, Funding was funded with $45,679,000 in
proceeds from the creditor rights offering remaining after the
creation and funding of the retiree trust, and $29,321,000 for
payment of Monsanto Company's administrative expense claim.  In
accordance with the terms of the Monsanto settlement agreement,
the $45,679,000 will be made available to pay for post-emergence
remediation and cleanup costs in connection with Shared Sites.

                 Monsanto Settlement Agreement

As reported in the Troubled Company Reporter on March 11, 2008, in
accordance with its fifth amended joint plan of  reorganization,
Solutia Inc. entered into an amended and restated Monsanto
settlement agreement; indemnification agreement with Pharmacia
Corporation; and first amended and restated retiree settlement
agreement with certain parties, Rosemary L. Klein, Solutia's
senior vice president, general counsel and secretary, discloses in
a regulatory filing with the U.S. Securities and Exchange
Commission.

The Monsanto settlement and Pharmacia indemnity agreements provide
that Monsanto will fund post-emergence the environmental
remediation obligations and related environmental liabilities at
sites owned, operated or used by Pharmacia, but which Solutia
never owned, operated or used.  Solutia and Monsanto will share
the environmental remediation obligations and related
environmental liabilities for the Anniston, Alabama, and Sauget,
Illinois offsite remediation projects, according to Ms. Klein.

Pursuant to the Monsanto Settlement Agreement, Monsanto has
agreed to assume financial responsibility for all litigation
relating to property damage, personal injury, products liability
or premises liability or other damages related to asbestos, PCB,
dioxin, and other chemicals manufactured before Solutia's spin
off from Pharmacia on Sept. 1, 1997.

Monsanto's funding of the environmental remediation activities
and the resulting claim against Solutia, which Monsanto has
asserted, are being resolved through the Plan, Ms. Klein relates.  
Solutia will remain responsible for the environmental liabilities
at sites that it owned or operated after the Spin-off.

A full-text copy of the Monsanto Settlement Agreement is
available for free at: http://ResearchArchives.com/t/s?28f6

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage   
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


TOLL BROTHERS: Posts $96 Million Net Loss in Fiscal 2008 1st Qtr.
-----------------------------------------------------------------
Toll Brothers Inc. reported a net loss of $96.0 million for the
first quarter ended Jan. 31, 2008, which included pre-tax write-
downs of $245.5 million, $27.8 million of which was attributable
to joint ventures.  Excluding write-downs, FY 2008's first-quarter
earnings were $57.3 million.  

FY 2007's first-quarter net income was $54.3 million, including
pre-tax write-downs and a $9.0 million goodwill impairment,
together totaling $105.9 million.  Excluding write-downs, FY
2007's first-quarter earnings were $118.9 million.  

FY 2008's first-quarter total revenues were $842.9 million, 23.0%
lower than FY 2007's first-quarter total revenues of
$1.09 billion.  FY 2008's first-quarter-end backlog was
$2.40 billion, 42.0% lower than FY 2007's first-quarter-end
backlog of $4.15 billion.

FY 2008 first-quarter net (after cancellations) signed contracts
totaled 647 homes, or $375.1 million, a decline of 37.0% in units
and 50.0% in dollars, compared to FY 2007's first-quarter results
of 1,027 net signed contracts, or $748.7 million.

The average price per unit of gross contracts signed in FY 2008's
first quarter was $634,000, compared to $646,000 in FY 2007's
fourth quarter and $730,000 in FY 2007's first quarter.  The year-
over-year decline in average price was due primarily to a shift in
the company's product mix, as well as to some additional
incentives.

Robert I. Toll, chairman and chief executive officer, stated: "The
selling season, which we believe starts in mid-January, has been
weak for the third year in a row.  We have seen a few glimmers of
hope, for example, in the Naples, Florida area and the suburban
Washington D.C. market.  The improvement in Naples, which was a
tremendous market before the downturn, is noteworthy because from
March 2006 through late 2007, it seemed as though we couldn't give
away a home there.  In metro D.C., which was among the first
markets to weaken, we have seen the glimmer before and it faded;
perhaps this time it won't.

"We continue to conservatively trim our land position and focus on
maintaining our strong balance sheet and liquidity.  With over
$950.0 million in cash and over $1.2 billion available under our
bank credit facility, which matures in March 2011, we believe we
are positioned to profit from opportunities that may arise in the
current market.

                          Balance Sheet

At Jan. 31, 2008, the company's consolidated balance sheet showed
$7.02 billion in total assets, $3.60 billion in total liabilities,
$8.0 million in minority interest, and $3.41 billion in total
shareholders' equity.

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

                       About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://tollbrothers.com/--   
builds luxury single-family detached and attached home
communities, master planned luxury residential resort-style golf
communities and urban low-, mid- and high-rise communities,
principally on land it develops and improves.  The company
operates its own architectural, engineering, mortgage, title, land
development and land sale, golf course development and management
and landscape subsidiaries.  The company also operates its own
lumber distribution, and house component assembly and
manufacturing operations.

                          *     *     *

As reported in the Troubled Comany Reporter on July 18, 2007,
Moody's Investors Service affirmed the ratings of Toll Brothers
Inc. and Toll Brothers Finance Corp., including the Baa3 rating on
the existing senior note issues and Ba2 rating on the subordinated
note issue.  The ratings outlook was changed to negative from
stable.


TOLL BROTHERS: Warns of Significant Losses from Joint Ventures
--------------------------------------------------------------
Toll Brothers Inc. has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.

In certain circumstances, the joint venture participants,
including Toll, are required to provide guarantees of certain
obligations relating to the joint ventures.  As a result of the
continued downturn in the homebuilding industry, some of these
joint ventures or their participants have or may become unable or
unwilling to fulfill their obligations, the company said in its
quarterly report filed with the U.S. Securities and Exchange
Commission for the period ended Jan. 31, 2008.

In addition, Toll said it may not have a controlling interest in
these joint ventures and, as a result, it may not be able to
require these joint ventures or their participants to honor their
obligations or renegotiate them on acceptable terms.  If the joint
ventures or their participants do not honor their obligations, the
company stated that it may be required to expend additional
resources or suffer losses, which could be significant.

Toll chief financial officer Joel Rassman said that the company
has several partners who are in "visible financial stress" and
added that he can not disclose further details, The Wall Street
Journal relates.

Bloomberg notes that Toll's partners include Kimball Hill Inc.

                     Kimball Hill's Troubles

As reported in the Troubled Company Reporter on Feb. 27, 2008,
on February 21, Kimball Hill amended its limited duration waiver
agreement and amendment dated Jan. 25, 2008, with respect to
certain of the financial covenants under its existing amended and
restated credit agreement dated Aug. 10, 2007.  As result of these
amendments, the company is in compliance with its financial
covenants contained in the credit agreement as of Sept. 30, 2007,
and Dec. 31, 2007.

On Feb. 21, 2008, the TCR related that Kimball Hill Homes reached
a limited duration waiver agreement with its lender group that
extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

               Selling Season Started Weak, CEO Says

Robert I. Toll, chairman and chief executive officer, stated: "The
selling season, which we believe starts in mid-January, has been
weak for the third year in a row.  We have seen a few glimmers of
hope, for example, in the Naples, Florida area and the suburban
Washington D.C. market.  The improvement in Naples, which was a
tremendous market before the downturn, is noteworthy because from
March 2006 through late 2007, it seemed as though we couldn't give
away a home there.  In metro D.C., which was among the first
markets to weaken, we have seen the glimmer before and it faded;
perhaps this time it won't.

"We continue to conservatively trim our land position and focus on
maintaining our strong balance sheet and liquidity.  With over
$950 million in cash and over $1.2 billion available under our
bank credit facility, which matures in March 2011, we believe we
are positioned to profit from opportunities that may arise in the
current market.

"Ceaseless talk of a recession continues to dampen the mood of
consumers in general, whether or not a recession actually occurs.  
For home buyers, we believe this drumbeat, coupled with concerns
over mortgages, the direction of home prices, and foreclosures,
has kept pent-up demand on the sidelines.

"Household formations continue to grow as they are projected to do
into the next decade.  Personal wealth continues to be created as
well.  Mortgage rates are low, unemployment is still low by
historical standards, and housing affordability has continued to
improve.  Conforming and jumbo mortgages are quite available to
buyers such as ours, with strong credit scores and reasonably
leveraged home purchases.  We believe that revived buyer
confidence is paramount to getting the market moving again.  Only
when customers believe we are done with housing deflation will the
excess supply clear and the market return to equilibrium."

As of Jan. 31, 2008, Toll listed $7.0 billion total assets, $3.6
billion total liabilities, and $3.4 billion stockholders' equity.

A full-text copy of Toll's first quarter 2008 report is available
for free at http://ResearchArchives.com/t/s?28fe

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--  
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.


TOTES ISOTONER: Northern Cap Acquisition Won't Affect S&P's Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate effect on its rating or outlook on totes Isotoner Inc.
(B/Negative/--) following the company's announcement of its
acquisition of Northern Cap Holdings Inc. (dba Northern Cap &
Glove) for an undisclosed amount.
     
The acquired business is a maker of branded and private-label
headwear and gloves for men, women, and children.  Licensed
products for Northern Cap & Glove include Dockers, Goretex, and
Karen Neuberger.  While terms of this transaction were not
disclosed, S&P expects that totes Isotoner will maintain leverage
in the 5.5x area and EBITDA interest coverage in the 2x area, in
line with historical levels and S&P's expectations.  If the
company is able to reduce leverage to 5x and below, S&P may
consider revising the outlook to stable.  On the other hand, if
credit protection measures deteriorate, S&P would review the
ratings for a possible downgrade.


TOUSA INC: Officials Expect to Finish Colorado Project as Planned
-----------------------------------------------------------------
TOUSA Homes Inc. officials expect to finish an Engle Homes project
to build 30 homes at Coyote Run in Mead (Colorado) on time, Kacia
Munshaw of Longmont Times-Call (Col.) reports.

Tousa Homes spokeswoman Jennifer Mercer said building will
continue as planned and is expected to be completed in the next
two years.  This is despite the bankruptcy filing of Engle Homes'
parent ToUSA Homes in January.

Engle Homes' projects in northern Colorado are the Coyote Run, Fox
Meadow in Longmont, Creekside in Erie and Sidehill Condominiums in
Fort Collins, the report stated.  The Mead-based development
consists of 62 homes ranging from 2,000 to 3,500 finished square
feet.

As reported in the Troubled Company Reporter on Feb. 1, 2008,
TOUSA received interim approval from the Bankruptcy Court to
borrow $135,000,000 in post-bankruptcy financing from Citigroup
Global Markets Inc.

At the request of the Official Committee of Unsecured Creditors of
TOUSA, the U.S. Bankruptcy Court for the Southern District of
Florida adjourned the hearing to consider final approval of the
DIP Motion to March 20, 2008.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.    
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.


TRW AUTOMOTIVE: Earns $56 Million in Quarter Ended December 31
--------------------------------------------------------------
TRW Automotive Holdings Corp. reported financial results for
fourth-quarter ended Dec. 31, 2007, with net earnings of
$56 million, which compares to the prior year result of
$33 million.  

The company's full-year 2007 net earnings for the year were
$90 million which compares to 2006 earnings of $176 million.  

"In 2007, TRW delivered solid operating results, including record
sales and outstanding cash flow, that exceeded the business
objectives set at the beginning of the year," John Plant,
president and chief executive officer, said.  "Our achievements in
2007 related to our financial performance, together with steady
expansion overseas, debt refinancing and safety advancements have
helped the company grow stronger despite challenging industry
conditions."

"We have performed remarkably well since becoming an independent
company, providing solid results to our stakeholders and
capitalizing on our position as the world's preeminent active and
passive safety systems supplier," Mr. Plant added.  "Now in 2008,
we are a significantly larger, more diverse enterprise that is
reaching further into the world's growing markets with a portfolio
of safety technology that is unrivaled in the marketplace.  We
continue to build for the future and are focused on moving the
company forward profitably over the long term."

                  Cash Flow and Capital Structure

Net cash provided by operating activities during the fourth
quarter was $826 million, which compares to $397 million in the
prior year period.  Fourth quarter capital expenditures were
$174 million compared to $195 million in 2006.

For full-year 2007, net cash flow from operating activities was
$737 million, which compares to $649 million in the prior year.
Capital expenditures were $513 million in 2007, which compares to
$529 million in 2006.

Full year 2007 operating cash flow after capital expenditures,
referred to as free cash flow, was $224 million, which compares to
$120 million in 2006.

The company completed its debt recapitalization plan during the
second quarter of 2007, including the refinancing of its
$2.5 billion credit facilities on May 9, 2007.  Additionally, on
March 26, 2007, the company completed its $1.5 billion Senior Note
offering and repurchased substantially all of the existing
$1.3 billion Notes through a tender offer.  The company incurred
debt retirement charges of approximately $155 million in 2007
related to these transactions.

As of Dec. 31, 2007, the company had $3,244 million of debt and
$899 million of cash and marketable securities, resulting in net
debt of $2,345 million.  This net debt outcome is $98 million
lower than the balance at the end of 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $12.29 billion, total liabilities of $8.96 billion and total
stockholders' equity of $3.19 billion.

                About TRW Automotive Holdings

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,000 people in 25 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                         *     *     *

TRW Automotive Holdings continues to carry Fitch Ratings' 'BB'
long term issuer default rating, which was placed in October 2004.


TUCSON ELECTRIC: S&P Assigns 'BB-' Rating on $121 Mil. 2008 Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its unsecured ratings
for Tucson Electric Power Co. by one notch to 'BB-' and assigned
its 'BB-' rating to the proposed offering of up to $121 million of
2008 series A industrial development bonds issued by the Pima
County Industrial Development Authority in Arizona.  The Pima
bonds will be unsecured obligations of TEP, which is the obligor.    
TEP will use the offering's proceeds to pay down its revolver
balances of about $75 million as of March 7, 2007 and to
prefinance a portion of TEP's $138 million maturity of collateral
trust obligations, due August 2008.  The outlook is stable.  
     
The upgrade reflects improvement in TEP's ratio of priority debt
to assets.  Under S&P's current criteria, S&P assigns speculative-
grade debt ratings one notch below the issuer credit rating ('BB',
in TEP's case) if the maximum amount of secured debt that could be
outstanding is between 15% and 30% of the utility's assets.
      
"Increases in TEP's asset base and our expectation that some of
the $138 million maturity will be retired with unsecured debt
drive the improvement," said Standard & Poor's credit analyst Anne
Selting.  
     
TEP's business risk profile is 'strong', reflecting favorable
factors that include: TEP's low-cost coal-fired generation
sufficient to meet the majority of its retail loads, modest growth
in its service territory, and the absence of significant new
generation investment.  Weaknesses in the business profile include
near-term uncertainty over the outcome of TEP's retail rates filed
in July 2007, and a retail rate cap in place until the end of 2008
that puts TEP at risk for forced outages, and the potential for
carbon regulation, which could impose material costs given TEP's
coal-dominated portfolio.      

TEP is a vertically integrated, investor-owned utility in Arizona,
serving more than 397,000 customers in Tucson and southeastern
Arizona.


WEIGHT WATCHERS: Dec. 29 Balance Sheet Upside-Down by $926.3 Mil.
-----------------------------------------------------------------
Weight Watchers International Inc.'s consolidated balance sheet at
Dec. 29, 2007, showed $1.05 billion in total assets and
$1.97 billion in total liabilities, resulting in a $926.3 million
total shareholders' deficit.

At Dec. 29, 2007, the company's consolidated balance sheet also
showed strained liquidity with $186.3 million in total current
assets available to pay $358.4 million in total current
liabilities.

The company reported net income of $39.8 million in the fourth
quarter ended Dec. 29, 2007, versus net income of $44.3 million in
the fourth quarter of 2006.  The prior year included a benefit of
$6.3 million associated with the reversal of tax reserves.

In addition, during the first quarter of 2007, the company
increased its debt level to finance its self-tender and repurchase
of 19.1 million shares.  As a result of these transactions,
interest expense in the fourth quarter of 2007 was $26.7 million,
up from $13.6 million in the fourth quarter of 2006.

For the fourth quarter of 2007, net revenues increased 21.0%, or
$58.6 million, to $344.0 million.

                      Full Year 2007 Results

For the full year 2007, net revenues increased 19.0%, or
$233.8 million, to $1.47 billion.  

Full year 2007 net income was $201.2 million versus $209.8 million
in 2006.  Results for 2007 and 2006 included early extinguishment
of debt expense of $3.0 million and $1.3 million, respectively.  
Results for 2006 also included a benefit of $6.3 million
associated with the reversal of tax reserves.

The company increased its debt level during the first quarter of
2007.  As a result, interest expense in the full year 2007 was
$109.3 million, up from $49.5 million in the full year 2006.  

Commenting on the company's full year 2007 results, David
Kirchhoff, president and chief executive officer, said, "During
2007, we delivered solid financial performance while taking the
necessary steps to lay the foundation that will enable us to
realize our long-term strategic goals.  As I look to 2008, we
again anticipate solid financial performance as we continue to
strengthen our business and capitalize on our opportunities."

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 29, 2007, are available for
free at http://researcharchives.com/t/s?28fc

                      About Weight Watchers

Headquartered in New York City, Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/--
provides weight management services, operating globally through a
network of company-owned and franchise operations.

                          *     *     *

Todate Weight Watchers International Inc. carries Standard &
Poor's 'BB' corporate rating assigned on Jan. 5, 2007.  Outlook is
Stable.


WELLMAN INC: Wants to Hire Ernst & Young as Tax Advisors
--------------------------------------------------------
Wellman, Inc., and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to
employ Ernst & Young LLP, as their auditors and tax advisors  
nunc pro tunc Feb. 22, 2008.

The Debtors selected the firm because of its extensive experience
in delivering auditing and tax services in Chapter 11 cases.
Ernst & Young is also familiar with the Debtors' business affairs    
as a result of its previous employment with the Debtors.

As advisors, Ernst & Young will provide the Debtors an annual
audit of their financial statements for the year ended
December 31, 2007, as well as an audit of the effectiveness of
the Debtors' internal control over financial reporting as of
December 31, 2007.  The firm will also render on-call routine tax
advisory services, and tax consultation regarding the Debtors'
cases, including:

   (a) understanding of the reorganization or restructuring
       alternatives the Debtors are evaluating with their
       existing creditors, that may result in a change in the
       equity, capitalization and ownership of the Debtors'
       shares or assets;

   (b) assistance and advice to the Debtors in developing an
       understanding of the tax implications of their bankruptcy
       restructuring alternatives and post-bankruptcy operations,
       and in securing rulings from the Internal Revenue Service
       or other state tax authorities;

   (c) tax advisory services regarding availability and
       preservation of tax attributes, assistance with tax issues
       arising in the ordinary course of business while in
       bankruptcy, and research and analysis of federal, state or
       local income and franchise tax issues arising during the
       bankruptcy period;

   (d) tax advisory services regarding the validity of tax claims
       in order to determine if the tax amount claimed correctly
       reflects the true tax liability pursuant to applicable tax
       law;
  
   (e) analysis of legal and other professional fees incurred
       during the bankruptcy period for purposes of determining
       future deductibility of these costs for U.S. Federal,
       state and local tax purposes;

   (f) documentation of tax analysis, recommendations, among
       others, for any proposed restructuring alternative,
       bankruptcy tax issue or other tax matter;

   (g) advisory services regarding tax analysis and research
       related to acquisitions and divestitures;

   (h) advisory services regarding tax analysis and research
       related to tax-efficient domestic restructuring;

   (i) testimony regarding Ernst & Young's work done on the
       Debtors' tax attributes and overall tax posture, and the
       impact of bankruptcy on these attributes and posture; and

   (j) assistance to the Debtors in any tax work or analysis
       related to submissions to Court, including preparation of
       documents, analyses or other materials.

In exchange for Ernst & Young's services, the firm will be paid
on an hourly basis and reimbursed for the expenses it may incur  
in the rendition of its services.  For auditing services, the
firm will be paid based on these hourly rates:

       National Executive              $890-$1,180       
       Director/Principal/Partner
     
       Executive Director/             $650-$870
       Principal/Partner
    
       Senior Managers                 $540-$720
     
       Managers                        $410-$550
     
       Seniors                         $330-$450
     
       Staff                           $190-$250

Ernst & Young will be compensated for tax consultation and
routine tax advice services based on these hourly rates:

       National Executive              $660-$860
       Director/Principal/Partner
    
       Executive Director/             $520-$600
       Principal/Partner
     
       Manager/Senior Manager          $345-$520
     
       Staff/Senior                    $180-$320

Lawrence Herlong, a partner at Ernst & Young, assures the Court
that the firm does not hold or represent any interest materially
adverse to the Debtors.  He adds that the firm is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).  

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging     
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTWAYS FUNDING: Nine Classes Get Moody's Negative Rating Actions
------------------------------------------------------------------
Moody's Investors Service has taken negative rating actions on
nine classes of notes issued by Westways Funding XI, Ltd., a
market value CDO issuer.  This rating action is:

(1) $202,000,000 Class A-PT Floating Rate Senior Notes Due 2013

  -- Current Rating: Baa2, on review for downgrade
  -- Prior Rating: Aa2, on review for downgrade

(2) $30,000,000 Class LA Senior Loan Interests Due 2013

  -- Current Rating: Baa2, on review for downgrade
  -- Prior Rating: Aa2, on review for downgrade

(3) $191,750,000 Class A-1 Floating Rate Senior Notes Due 2013

  -- Current Rating: Baa2, on review for downgrade
  -- Prior Rating: Aa2, on review for downgrade

(4) $63,000,000 Class A-2 Floating Rate Senior Notes Due 2013

  -- Current Rating: Baa2, on review for downgrade

  -- Prior Rating: Aa2, on review for downgrade

(5) $31,500,000 Class B Floating Rate Senior Subordinate Notes Due   
    2013

  -- Current Rating:B2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(6) $21,500,000 Class LB Subordinate Loan Interests Due 2013

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(7) $31,500,000 Class C Floating Rate Subordinate Notes Due 2013

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: B2, on review for downgrade

(8) $8,500,000 Class LC Subordinate Loan Interests Due 2013

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: B2, on review for downgrade

(9) $31,500,000 Class D Floating Rate Junior Subordinate Notes Due
    2013

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

This rating action reflects the fact that a Termination Event was
triggered on March 10.  As a result, portfolio assets will be
liquidated within the next ten days to delever the transactions
liabilities.

Moody's noted that although the underlying assets are composed of
agency and non-agency Aaa-rated mortgage backed securities,
current market turmoil makes asset valuation highly uncertain.   
Moody's also stated that it has observed continued deterioration
in the credit enhancement levels for the rated notes due to:

1) continued price declines in the market value of the collateral
   portfolio in recent weeks, and

2) increased disparity between the marked-to-market values of the
   underlying assets and realized sales prices.


ZIFF DAVIS: Court Okays Motion to Use Noteholders' Cash Collateral
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York authorized Ziff Davis Media, Inc., and its debtor-
affiliates, on an interim basis, to use up to $5,000,000 of their
secured lenders' cash collateral, for the period starting from
March 5, 2008, and expiring on the earlier of (i) the entry of a
final order in connection with the cash collateral use, or (ii)
April 4, 2008.

As approved by a noteholder group -- consisting of U.S. Bank
National Association, as collateral trustee, and holders of 80%
of the Floating Rate Senior Secured Notes -- the Cash Collateral
may be used during the specified period, solely to meet payroll
obligations and pay certain carve-out and other expenses
essential to the preservation of the Debtors and their estates.

The remaining Cash Collateral will be used in accordance with the
terms of a six-month budget formulated by the Debtors' management
and financial advisors, and approved by the Noteholders'
financial advisors, Judge Lifland maintained.

The Court held that the Debtors will not, without prior written
consent of U.S. Bank:

   -- use the Cash Collateral with respect to any one line item
      in the Cash Collateral Budget in an amount exceeding 15% of
      the amount originally identified for the line item in any
      week, so long as the aggregate amount of the variance from
      the Budget for any week on a rolling net basis is not
      exceeded by more than 10%; or

   -- make payment of any cost or expense in advance of the time
      for payment as reflected in the Cash Collateral Budget.

Three days after the Court approves on a final basis the use of
the Noteholders' Cash Collateral, the Debtors will turn over all
the Cash Collateral to U.S. Bank, for distribution to holders of
the Prepetition Senior Secured Debt Obligations, except for the
amount the Debtors are authorized to use pursuant to the Court's
Final Order.  However, the Court directed the Debtors to retain
$7,500,000 of the Cash Collateral in a segregated, interest-
bearing account at Merrill Lynch, Pierce, Fenner & Smith Inc.,
none of which will be available for use to the Debtors.

As adequate protection from the diminution of the Noteholders'
cash collateral, Judge Lifland:

   (a) granted, U.S. Bank, as collateral trustee, a perfected
       replacement security interest in and valid, binding,       
       enforceable and perfected liens on all postpetition
       collateral, which liens and security interests will be
       subject only to a Carve Out for (i) fees to the Bankruptcy
       Clerk and the U.S. Trustee and (ii) up to $1,250,000 for
       professionals retained in the Chapter 11 cases.  The term
       "Postpetition Collateral" means all of each Debtor's
       assets with the exception of, among other things, proceeds
       from avoidance actions under Sections 502(d), 544, 545,
       547, 548, 549, 550 or 553 of the Bankruptcy Code;

   (b) granted U.S. Bank an allowed superpriority administrative
       expense claim, which will have priority in the Chapter 11
       cases, and in any cases under Chapter 7 of the Bankruptcy
       Code;

   (c) directed the Debtors to turn over to U.S. Bank, all
       additional proceeds received on account of the Enterprise
       Group sale, as and when received, for deposit into the
       Segregated Account;

   (d) authorized and directed the Debtors to promptly pay the
       reasonable fees, costs and expenses of (a) Paul, Weiss,
       Rifkind, Wharton & Garrison LLP, counsel to the Noteholder
       Group, and Houlihan Lokey Howard & Zukin, financial
       advisor to the Noteholder Group, and (b) U.S. Bank,
       including the reasonable fees and out-of-pocket expenses
       of its counsel, Faegre & Benson LLP, in accordance with
       the applicable indenture providing for the Senior Secured
       Notes; and

   (e) obligated the Debtors to furnish U.S. Bank and the
       Noteholders with an updated Cash Collateral Budget on a
       weekly basis.

The Debtors are enjoined and prohibited from, at any time during
their bankruptcy proceedings, granting liens in the Prepetition
and Postpetition Collaterals to any other parties, pursuant to
Section 364(d) of the Bankruptcy Code or otherwise, Judge Lifland
said.

The Court modified the automatic stay under Section 362 of the
Bankruptcy Code, to permit (y) U.S. Bank, for the benefit of the
holders of Prepetition Senior Secured Debt Obligations, to
receive, collect and apply the Cash Collateral and payments and
proceeds in respect of the Prepetition and Postpetition
Collaterals, and (ii) the Debtors to grant the Adequate
Protection Liens and the Superpriority Claim, all in accordance
with the terms and provisions of the Interim Order.

The terms of the Cash Collateral Interim Order will terminate
upon, among other things:

   (1) the Debtors' failure to comply with any of the terms or
       provisions of the Interim Order;

   (2) a Final Order authorizing postpetition financing;

   (3) dismissal of any of the Debtors' Chapter 11 cases or
       converting any of the Debtors' Chapter 11 cases to Chapter
       7 of the Bankruptcy Code;

   (4) the appointment of a Chapter 11 trustee or examiner with
       enlarged powers in any of the Debtors' Chapter 11 cases,
       unless the appointment is approved by U.S. Bank and the
       Noteholders;

   (5) the Debtors' payment of prepetition claims in excess of
       $20,000, without the consent of U.S. Bank; and

   (6) the Debtors' modification or amendment of the Cash
       Collateral Budget without prior consent of U.S. Bank and
       the Noteholders.

The Court will convene a final hearing on the use of the
Noteholders' Cash Collateral on March 27, 2008, at 10:00 a.m.
Any objections must be filed with the Court by March 24, at 4:00
p.m.

A full-text copy of the Court's Cash Collateral Interim Order is
available for free at:

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

                  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. 3, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Seeks Authority to Hire Alvarez & Marsal as Advisors
----------------------------------------------------------------
Ziff Davis Media, Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Alvarez & Marsal North America, LLC, as their
restructuring and financial advisors in connection with their
Chapter 11 cases.

Pursuant to an engagement agreement between the Debtors and A&M,
dated August 10, 2007, the Debtors hired the firm to provide
legal advice in connection with the preparation of the Chapter 11
cases.

Mark D. Moyer, chief restructuring officer of Ziff Davis Media
Inc., relates that the Debtors selected A&M because the firm has
extensive experience and an excellent reputation in providing
high quality restructuring and financial advisory services to
debtors and creditors in bankruptcy reorganizations and other
restructurings.

Mr. Moyer further states that A&M has developed relevant
experience and expertise regarding the Debtors as a result of the
pre-bankruptcy work the firm performed on behalf of the Debtors.  
A&M is now intimately familiar with the Debtors' financial
affairs, debt structure, operations, and related matters,
Mr. Moyer adds.

As the Debtors' restructuring advisor and financial advisor, A&M
will:

   * assist the Debtors in the evaluation of their business plan
     for their ongoing operations;

   * assist the Debtors in evaluating their liquidity and in the
     preparation of a rolling 13-week cash flow forecast;

   * evaluate the Debtors' management organization, particularly  
     in respect to the finance area, based on the planned
     reorganization of the Debtors' business units;

   * assist the Debtors in financing issues, including the
     preparation of reports and liaison with creditors and
     customers;

   * assist the Debtors with respect to a potential filing under
     Chapter 11 of the Bankruptcy Code and, in the event of a
     filing, with respect to matters incident thereto; and
     
   * provide other services as are approved by the Board of
     Directors and agreed to by A&M.

As appropriate and to the extent requested and directed by the
Debtors' management, A&M will also:

   * assist with the formulation, evaluation, implementation of
     various options for a restructuring or reorganization of the
     Debtors, or its assets or businesses;

   * provide financial advisory services to the Debtors in
     connection with developing, and seeking approval for, a
     restructuring plan, which may be a plan under Chapter 11 of
     the Bankruptcy Code;


   * provide financial advisory services to Debtors in connection
     with the structuring of any new securities to be issued
     under the Plan;

   * assist the Debtors in negotiations with creditors,
     shareholders and other appropriate parties-in-interest;

   * if necessary, participate in hearings before the bankruptcy
     court with respect to matters upon which A&M has provided
     advice, including coordinating with the Debtors' counsel
     with respect to testimony in connection therewith; and

   * provide other services.

Joseph A. Bondi, a managing director at A&M, will be responsible
for the restructuring consulting services, while George
Varughese, a managing director of A&M, will take care of
corporate finance services.  They will also be assisted by other
A&M personnel.

In exchange for the contemplated services, the Debtors will
pay A&M based on the firm's applicable hourly rates:
        
        Professional                     Hourly Rate
        ------------                     -----------
        Managing Director               $525 to $690
        Director                        $425 to $525
        Associate                       $325 to $425
        Analyst                         $250 to $300

With respect to all financial advisory services, the Debtors will
pay a monthly sum of $75,000 to A&M, starting from August 9,
2007, and on every monthly anniversary date thereafter.

Moreover, the Debtors will promptly pay to A&M, a transaction fee
of $1,500,000, less 50% of the aggregate amount of the monthly
fees earned by A&M, upon the earlier of (a) the consummation of
any out-of-court restructuring transaction, and (b) the effective
date of a confirmed Plan of Reorganization.

Pursuant to a prepetition engagement agreement by the parties,
A&M received a retainer for $250,000 in connection with the
services rendered prior to the Petition Date, including, without
limitation, services related to the preparation of the Chapter 11
cases.  The Debtors replenished the retainer by paying $200,000
on February 8, 2008, and $300,000 on February 15, 2008.  A&M
applied $558,593 from the retainer to satisfy all estimated
outstanding amounts owed to A&M as of the Petition Date.

A&M intends to apply for compensation for professional services
rendered and reimbursement of expenses incurred in connection
with the Chapter 11 cases.

Richard J. Mizak, a partner of A&M, 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)


ZIFF DAVIS: Seeks Authority to Hire BMC as Claims Agent
-------------------------------------------------------
Ziff Davis Media, Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ the BMC Group, Inc., as their notice, claims and
balloting agent in their Chapter 11 cases.

The Debtors anticipate that the thousands of creditors, equity
security holders and other parties-in-interest in the Chapter 11
case may impose heavy burdens on the Court and the Office of the
Clerk of the Court.  Thus, the Debtors seek to employ BMC to
lessen the burdens of the Bankruptcy Clerk's Office.

Mark D. Moyer, chief restructuring officer of Ziff Davis Media
Inc., relates that the Debtors selected BMC because the firm has
substantial experience as a claims and noticing agent and has
already developed efficient and cost-effective methods in its
area of expertise.

As the Debtors' notice and claims agent, BMC will:

   (a) prepare and serve required notices in the Chapter 11 cases
       including (i) a notice of the commencement of these
       chapter 11 cases and the initial meeting of creditors,
       (ii) notices of objections to claims, (iii) notices of any
       hearings on a disclosure statement and confirmation of a
       Plan or Plans of Reorganization; and (iv) other
       miscellaneous notices as the Debtors or the Court may deem
       necessary or appropriate for an orderly administration of
       the Chapter 11 cases;

   (b) prepare for filing with the Clerk's Office a certificate
       or affidavit of service within three business days after
       the service of a particular notice;

   (c) maintain a Web site at www.bmcgroup.com/ziffdavis where,
       among other things, electronic copies of all pleadings
       filed in the Chapter 11 cases will be posted within three
       business days of filing and may be viewed free of charge;

   (d) maintain copies of all claims and proofs of interest filed
       in the Chapter 11 cases;

   (e) maintain official claims registers in the Chapter 11 cases
       by docketing all claims and proofs of interest in a claims
       database;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless requested more or less
       frequently by the Clerk's Office;

   (h) maintain an up-to-date mailing list for all entities that
       have filed claims or proofs of interest and make the list
       available upon request to the Clerk's Office or any party
       in interest;

   (i) provide access to the public for examination of copies of
       the claims or proofs of interest filed in the Chapter 11
       cases without charge during regular business hours and on
       a public Web site;

   (j) record all transfers of claims and, if directed to do so
       by the Court, provide notice of the transfers;

   (k) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders,
       and other requirements;

   (l) provide temporary employees to process claims as
       necessary;

   (m) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe; and

   (n) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtors.

As balloting agent, BMC will:

   * print ballots including creditor and shareholder specific
     ballots;

   * prepare voting reports by plan class, creditor, or
     shareholder and amount for review and approval by the client
     and its counsel;

   * coordinate the mailing of ballots, disclosure statement, and
     Plan of Reorganization to all voting and non-voting parties
     and provide affidavit of service;

   * establish a toll-free "800" number to receive questions
     regarding voting on the Plan; and

   * receive ballots at BMC's headquarters, inspect ballots
     for conformity to voting procedures, date stamping and
     numbering ballots consecutively, and tabulate and certify
     the results.

Moreover, BMC will assist the Debtors with, among other things,
(a) maintaining and updating the master mailing lists of
creditors, (b) to the extent necessary, gathering data in
conjunction with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs, (c)
the tracking and administration of claims, and (d) performing
other administrative tasks pertaining to the administration of
the Chapter 11 cases as may be requested by the Debtors or the
Clerk's Office.

The Debtors will pay BMC for its services, expenses and supplies
at the rates or prices in effect on the day the services or
supplies are provided to the Debtors, in accordance with BMC's
fee schedule.  Moreover, before the Petition Date, the Debtors
paid BMC a $15,000 retainer.

In addition, the fees and expenses of BMC incurred for the
services rendered are to be treated as an administrative expense
of the Debtors' estates, Mr. Moyer notes.

Each notice and claims agent invoice will be be paid by the
Debtors within 10 business days of the date the invoice has been
received by the Debtors, unless BMC is advised, within the 10-day
period, that the Debtors object to the invoice.

If the Debtors object to the invoice, a hearing will be scheduled
before the Court to consider the disputed invoice, and the
Debtors will remit to BMC only the undisputed portion of the
invoice and, if applicable, pay the remainder to BMC upon the
resolution of the dispute, as mandated by the Court.

Tinamarie Feil, chief financial officer of BMC, assures the
Court that her 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)


* S&P Report Estimates Subprime Writedowns Could Reach $285 Bil.
----------------------------------------------------------------
Standard & Poor's Ratings Services broadly estimates that
valuation write-downs of subprime asset-backed securities,
primarily collateralized debt obligations of ABS but also subprime
residential mortgage-backed securities, could reach $285 billion
for the global financial sector, but that the end of write-downs
is now in sight for large financial institutions.
     
In a report published, "Subprime Write-Downs Could Reach
$285 Billion, But Are Likely Past The Halfway Mark," Standard &
Poor's notes that the figure is slightly higher than the
$265 billion it published earlier this year because it since then
has increased its assumption of percentage write-downs of high-
grade CDOs of ABS with collateral from 2006 and 2007.
     
"The positive news is that, in our opinion, the global financial
sector appears to have already disclosed the majority of valuation
write-downs of subprime ABS," said Standard & Poor's credit
analyst Scott Bugie, lead author of the report.
     
In a companion report also published, "More Subprime Write-Downs
To Come, But The End Is Now In Sight For Large Financial
Institutions," Standard & Poor's notes that in particular the bulk
of the write-downs of subprime securities may be behind the banks
and brokers that have already announced their results for full-
year 2007.
     
"There may be some additional marks to market as market indicators
have shown deterioration in the first quarter.  However, when we
dissect the percentage of write-downs taken against various types
of exposures, in our opinion the magnitude of some write-downs is
greater than any reasonable estimate of ultimate losses," said
Standard & Poor's credit analyst Tanya Azarchs, lead author of
that report.
     
"Based on available information, we believe that the largest
players can be seen as having undertaken a rigorous valuation
methodology to come up with conservative valuations," added Ms.
Azarchs.
     
"But right now, market forces are placing further downward
pressure on valuations, and we expect to see more write-downs
related to these pressures in coming weeks and months," Mr. Bugie
said.
     
"We believe that any near-term positive impact of reducing
subprime risk in the financial system via increased disclosure and
write-downs will be offset by worsening problems in the broader
U.S. real estate market and in other segments of the credit
markets," he added.
     
A major repricing of credit risk is taking place across the debt
markets, with credit spreads having further widened in most
segments since the beginning of 2008, after opening up in the
second half of 2007.
     
If the wider spreads hold to the end of the first quarter or half
of this year, financial institutions will suffer further market
value write-downs of a broad range of exposures, including
leveraged loans.


* S&P Downgrades 63 Tranches' Ratings From 11 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 63
tranches from 11 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 13 of the lowered ratings
from CreditWatch with negative implications.  Additionally, S&P
affirmed its 'AAA' ratings on four tranches and removed them from
CreditWatch negative.  The ratings on seven of the downgraded
tranches from three transactions remain on CreditWatch with
negative implications, indicating a significant likelihood of
further downgrades.
     
The downgraded tranches have a total issuance amount of
$6.912 billion.  Four of the 11 transactions are mezzanine
structured finance CDOs of asset-backed securities, which are CDOs
of ABS collateralized in large part by mezzanine tranches of
residential mortgage-backed securities and other SF securities.   
Three of the 11 transactions are high-grade SF CDOs of ABS, which
are CDOs collateralized at origination primarily by 'AAA' through
'A' rated tranches of RMBS and other SF securities.  The other
four 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 actions on
both publicly and confidentially rated tranches, S&P has lowered
its ratings on 2,465 tranches from 584 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, 1,030 ratings from 255 transactions are currently on
CreditWatch negative for the same reasons.  In all, S&P has
downgraded $204.993 billion of CDO issuance.  Additionally, S&P's
ratings on $149.567 billion in securities have not been lowered
but are currently on CreditWatch negative, indicating a high
likelihood of downgrades.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                   Rating and CreditWatch Actions

                                        Rating
                                        ------
   Transaction             Class   To              From  
   -----------             -----   --              ----   
Acacia CDO 10 Ltd.         A-1     AAA             AAA/Watch Neg
Acacia CDO 10 Ltd.         A-2     AA              AAA/Watch Neg  
Acacia CDO 10 Ltd.         B       A+              AA+/Watch Neg
Acacia CDO 10 Ltd.         C       BBB             A/Watch Neg      
Acacia CDO 10 Ltd.         D       BB+             BBB/Watch Neg   
Broderick CDO 3 Ltd.       A-2     BBB+/Watch Neg  AAA/Watch Neg   
Broderick CDO 3 Ltd.       A-3     CCC/Watch Neg   AAA/Watch Neg     
Broderick CDO 3 Ltd.       A-4     CC              AAA/Watch Neg   
Broderick CDO 3 Ltd.       A-5     CC              AAA/Watch Neg  
Broderick CDO 3 Ltd.       B       CC              A+/Watch Neg      
Broderick CDO 3 Ltd.       C       CC              BB+/Watch Neg     
Burnham Harbor CDO
2006-1 Ltd.                A-2L    A+              AA/Watch Neg
Burnham Harbor CDO
2006-1 Ltd.                A-3L    BB+             A/Watch Neg  
Burnham Harbor CDO
2006-1 Ltd.                B-1L    CCC             BBB/Watch Neg   
Dalton CDO Ltd.            A-1a1   AAA             AAA/Watch Neg     
Dalton CDO Ltd.            A-1a2   AA              AAA/Watch Neg   
Dalton CDO Ltd.            A-1b1   BBB             AAA/Watch Neg  
Dalton CDO Ltd.            A-1b2   BBB             AAA/Watch Neg
Dalton CDO Ltd.            A-2     BB+             AAA/Watch Neg
Dalton CDO Ltd.            B       B-              AA/Watch Neg
Dalton CDO Ltd.            C       CCC-            A/Watch Neg   
Dalton CDO Ltd.            D       CC              BBB/Watch Neg  
Jupiter High Grade
CDO VII Ltd.               A-1     BB/Watch Neg    AAA/Watch Neg
Jupiter High Grade
CDO VII Ltd.               A-2     CCC+/Watch Neg  AAA/Watch Neg
Jupiter High Grade
CDO VII Ltd.               A-3     CCC-/Watch Neg  AAA/Watch Neg  
Jupiter High Grade
CDO VII Ltd.               A-4     CC              AA/Watch Neg  
Jupiter High Grade
CDO VII Ltd.               A-5     CC              A+/Watch Neg  
Jupiter High Grade
CDO VII Ltd.               B       CC              BBB+/WatchNeg
Jupiter High Grade
CDO VII Ltd.               C       CC              BB/Watch Neg  
Jupiter High-Grade
CDO VI Ltd.                A-1     AA-/Watch Neg   AAA/Watch Neg
Jupiter High-Grade
CDO VI Ltd.                A-2     CCC+/Watch Neg  AAA/Watch Neg  
Jupiter High-Grade
CDO VI Ltd.                A-3     CC              AAA/Watch Neg  
Jupiter High-Grade
CDO VI Ltd.                A-4     CC              AAA/Watch Neg
Jupiter High-Grade
CDO VI Ltd.                B       CC              AA/Watch Neg      
Jupiter High-Grade
CDO VI Ltd.                C       CC              AA-/Watch Neg  
Jupiter High-Grade
CDO VI Ltd.                D       CC              A/Watch Neg   
Jupiter High-Grade
CDO VI Ltd.                E       CC              BBB/Watch Neg   
Orchid Structured
Finance CDO III            A-1     AA              AAA    
Orchid Structured
Finance CDO III            A-2     BBB             AA+      
Orchid Structured
Finance CDO III            B       BB+             A+        
Orchid Structured
inance CDO III            C       BB              A-/Watch Neg   
Orchid Structured
Finance CDO III            D       B+              BBB/Watch Neg     
Orchid Structured
Finance CDO III            E       CCC+            BB+/Watch Neg    
Point Pleasant Funding
2007-1 Ltd.                S       AAA             AAA/Watch Neg
Point Pleasant Funding
2007-1 Ltd.                UnfdSr
                           Expo    BBBsrp          AAAsrp/WchNeg
Point Pleasant Funding
2007-1 Ltd.                A-1     BB-             AAA/Watch Neg
Point Pleasant Funding
2007-1 Ltd.                A-2     CCC-            AAA/Watch Neg
Point Pleasant Funding
2007-1 Ltd.                B       CC              AA/Watch Neg
Point Pleasant Funding
2007-1 Ltd.                C       CC              A/Watch Neg
Point Pleasant Funding
2007-1 Ltd.                D       CC              BBB/Watch Neg
Sheffield CDO II Ltd.      A-2     AA              AAA
Sheffield CDO II Ltd.      A-3     A               AAA       
Sheffield CDO II Ltd.      B       BBB-            AA/Watch Neg  
Sheffield CDO II Ltd.      C       B+              A/Watch Neg  
Sheffield CDO II Ltd.      D       CC              BBB/Watch Neg
Squared CDO 2007-1 Ltd.    A-1     CCC-            AAA/Watch Neg   
Squared CDO 2007-1 Ltd.    A-2a    CC              AAA/Watch Neg
Squared CDO 2007-1 Ltd.    A-2b    CC              AAA/Watch Neg   
Squared CDO 2007-1 Ltd.    B       CC              AA/Watch Neg  
Squared CDO 2007-1 Ltd.    C       CC              A/Watch Neg  
Squared CDO 2007-1 Ltd.    D       CC              A-/Watch Neg  
Squared CDO 2007-1 Ltd.    E       CC              BBB/Watch Neg    
Squared CDO 2007-1 Ltd.    CompNts AAA             AAA/Watch Neg
Summer Street 2005-1 Ltd.  A-2     AA              AAA    
Summer Street 2005-1 Ltd.  A-3     BBB+            AA/Watch Neg    
Summer Street 2005-1 Ltd.  B       BB+             A-/Watch Neg
Summer Street 2005-1 Ltd.  C       B               BBB/Watch Neg

                   Other Outstanding Ratings

Transaction                             Class       Rating
-----------                             -----       ------
Broderick CDO 3 Ltd.                    A-1         AAA/Watch Neg
Broderick CDO 3 Ltd.                    D           CC
Broderick CDO 3 Ltd.                    E           CC
Burnham Harbor CDO 2006-1 Ltd.          A-1LB       AAA
Orchid Structured Finance CDO III Ltd.  Combo Nts   AAA
Sheffield CDO II Ltd.                   A-1         AAA
Sheffield CDO II Ltd.                   S           AAA
Summer Street 2005-1 Ltd.               A-1         AAA


* Thacher Proffitt Organizes Distressed Assets Advisory Practice
----------------------------------------------------------------
The turmoil in the capital markets created new opportunities for
investors, sellers and other market participants in distressed
assets.  In response, Thacher Proffitt has brought together
experienced distressed asset attorneys from its structured
finance, bankruptcy, litigation and tax practice groups to create
an interdisciplinary team to advise clients seeking to capitalize
on these emerging opportunities.  

Regarded as a law firm focused on commercial banking, investment
banking, real estate and structured finance - particularly complex
financial instruments involving a range of assets and mortgage
products - Thacher Proffitt has an understanding of deal
structures and strategies for investors and sellers of distressed
assets.

The group, which is co-chaired by bankruptcy partner Hugh McDonald
and structured finance partner Christopher Lewis, focuses on all
aspects of distressed assets, from acquisition to disposition,
including:

   * Structuring and negotiating rescue and exit financing,
     including DIP lending and pre-bankruptcy forbearance
     arrangements, debt restructurings and other work-outs;
    
   * Foreclosures, asset dispositions and other creditor remedies/
     debtor defenses;
    
   * Formation of hedge funds, private equity vehicles and other
     investment structures for the acquisition of distressed
     assets;
    
   * Acquisition and disposition of distressed debt and other
     claims, including corporate debt and structured finance
     securities, e.g., CDOs, SIVs, RMBS, CMBS and ABS), trade
     claims, lease products, equipment certificates and litigation
     claims;
    
   * Negotiating, documenting and advising with respect to
     distressed loan and claims trading;
    
   * Advice and implementation of solutions for all related
     issues, including derivatives, tax and regulatory compliance;
    
   * Employing all necessary means to realize on purchased assets,
     through restructuring, litigation and/or bankruptcy; and
    
   * Ensuring that entities who acquire distressed assets are
     properly licensed and comply with all applicable regulatory
     requirements.

"We know the deals and structures inside-out and can help clients
act on opportunities," Mr. McDonald said.  "In addition, we can
provide advice across the distressed asset spectrum.  The benefits
of our approach are three-fold:
  
   1. One-Stop Service: Our teams will enable clients to obtain a
      full suite of advice for all of their distressed asset
      needs;

   2. Rapid and Creative Responses: Investors and sellers of
      distressed assets can expedite decisions while also being
      advised of practical, creative alternatives for maximizing
      the value of opportunities; and

   3. Experience-based Risk Assessment: Occasionally, clients need
      to step back and be made fully aware of the obscure or
      unfamiliar legal risks involved with the acquisition of
      distressed assets.  Our teams, with 'big picture'
      experience, will offer such advice."

"Now more than ever our clients are looking to our leadership in
the area of distressed assets," Paul D. Tvetenstrand, chairman and
managing partner of Thacher Proffitt stated.  "We have been at the
forefront of creating Wall Street's most creative and complex deal
structures.  The same creativity can help trading desks, private
equity firms, hedge funds and others as they navigate this new
capital markets environment in search of opportunities."

Members of the Distressed Asset Practice Group are:

    * Christopher Lewis, Esq. Practice Group Co-Chair
    * Hugh McDonald, Esq. Practice Group Co-Chair
    * Diana G. Browne, Esq.
    * A. James Cotins, Esq.
    * Aimée M. Cummo, Esq.
    * John P. Doherty, Esq.
    * Jonathan D. Forstot, Esq.
    * Salvatore O. Franco, Esq.
    * Gene A. Haldeman, Esq.
    * David S. Hall, Esq.
    * Erik D. Klingenberg, Esq.
    * Andrea N. Mandell, Esq.
    * Cynthia D. Mann, Esq.
    * Robert E. McCarthy, Esq.
    * Douglas J. McClintock, Esq.
    * Peter S. Morgan, Esq.
    * Jeffrey J. Murphy, Esq.
    * Stephen F.J. Ornstein, Esq.
    * James R. Shorter, Jr., Esq.
    * Richard D. Simonds, Jr., Esq.
    * E. Lee Smith, Esq.

               About Thacher Proffitt & Wood LLP
    
Founded in 1848, Thacher Proffitt has nearly 300 lawyers in five
locations - New York, Washington, DC, White Plains, New York,
Summit, New Jersey and Mexico City.  The company advises clients
on a range of matters involving: banking, bankruptcy, compensation
and benefits, corporate and securities, international, litigation
and dispute resolution - including subprime, real estate,
structured finance, tax, technology and intellectual property, and
trusts and estates.


* Texas Rising Stars' List Names 17 Attorneys From Gardere Wynne
----------------------------------------------------------------
Gardere Wynne Sewell LLP reports that a total of 17 attorneys from
its Dallas and Houston offices have been selected to the 2008
listing of Texas Rising Stars.

Gardere partners Michael P. Cooley, William D. Dunn, Barry M.
Golden, Colin G. Martin, Alejandro Ortiz, John W. Slates and
Celeste Yeager of Dallas earned selections, along with Houston
partners Alan C. Buckner and Merritt B. Chastain III.

Also named to the 2008 Rising Stars list are firm associates
Christopher G. Converse, Michael S. Haynes, Marcus A. Helt and
Eric C. Lugger of Dallas, as well as Amy C. Dinn, Latosha T.
Lewis, Peter Scaff and Samantha Trahan of Houston.

"We're a full-service law firm, so it is important for us to have
top lawyers in every area we handle," Steve Good, Gardere managing
partner, said.  "When you look at this list and see Gardere
attorneys handling business transactions and litigation,
bankruptcy, international law, environmental litigation,
employment disputes and so on, it's easy to understand why I
believe our young lawyers are among the very best in Texas."

The full Rising Stars list appears in both the April 2008 issue of
Texas Monthly and Texas Rising Stars 2008, published by Law &
Politics Media Inc.

Houston associate Amy Dinn is featured in a Texas Rising Stars
2008 profile that explores her interests away from her legal
practice.  Ms. Dinn is active in the Houston Roller Derby league
and is a member of Houston Greeters and the Bobbindoctrin Puppet
Theatre.

Rising Stars are the top up-and-coming Texas attorneys who are 40
or younger or have been in practice for fewer than 10 years.   
Rising Stars are selected based on nominations by members of the
elite Texas Super Lawyers list.  Only 2.5% of Texas attorneys were
chosen for this honor.

                  About Gardere Wynne Sewell LLP

Gardere Wynne Sewell LLP -- http://www.gardere.com/-- an AmLaw  
200 firm, was founded in 1909 and is one of the Southwest's
largest full-service law firms.  With offices in Austin, Dallas,
Houston, Mexico City and Washington, D.C., Gardere provides legal
services to private and public companies and individuals in areas
of litigation, corporate, tax, environmental, labor and
employment, intellectual property and financial services.


* Thorp Reed Expands Legal Profession with Five New Partners
------------------------------------------------------------
Thorp Reed & Armstrong elected Pat Carothers, Esq., Jarrod Duffy,
Esq., Alex Hershey, Esq., Jerri Ryan, Esq. and Jill Sabo, Esq. as
partners, effective March 1, 2008.

"Thorp Reed continues to thrive and grow thanks to the hard work
and contributions of these five excellent lawyers," Jeff Conn,
managing partner of Thorp Reed & Armstrong, said.  "All five
attorneys that have become partners of our firm exemplify the
collaborative approach Thorp Reed takes to the legal profession,
and I join the entire firm in congratulating them on their
accomplishment."

                       Partners' Credentials

Patrick W. Carothers, Esq. is a member of Thorp Reed's Bankruptcy
and Financial Restructuring Group.  He has represented numerous
businesses in out of court restructurings, well as in bankruptcy
cases.  In addition, Mr. Carothers' clients include lenders and
businesses involved in bankruptcy and restructuring matters.

He also routinely defends businesses and individuals in fraudulent
transfer and fraud actions.  Mr. Carothers also advises domestic
and international companies on a wide variety of corporate issues,
including entity formation, real estate transactions, asset
purchases, general contract review, and compliance with various
laws and regulations, notably the Foreign Corrupt Practices Act.
He received his J.D. from Duquesne University School of Law.

Jarrod J. Duffy, Esq. has a business, real estate and tax
practice, representing both large and small companies in a wide
array of transactions.  The businesses include numerous
manufacturing, construction, technology, and real estate related
companies.

Mr. Duffy has represented many business owners, partnerships and
other entities in multiple acquisitions and divestitures, private
debt and equity financings, contractual matters, real estate
matters, and tax matters.  He received his J.D. from Duquesne
University School of Law.

J. Alexander Hershey, Esq. is a member of the Commercial and
Corporate Litigation practice group.  He concentrates his practice
in areas of litigation involving unfair competition and business
torts, trademark and copyright infringement, securities and
criminal fraud, and related contract disputes.  Mr. Hershey has
experience practicing before numerous state and federal courts, as
well as in business counseling and the pre-complaint resolution of
disputes.  He received his J.D. from the George Washington
University School of Law and his B.A. from Oberlin College.

Jerri A. Ryan, Esq. has represented clients in a wide variety of
litigation matters in federal and state courts in Pennsylvania and
California.  She is a member of the Commercial and Corporate
Litigation practice group and handles matters involving
contractual disputes, ownership rights, unfair competition claims,
mineral rights and technology law, among others.

Ms. Ryan is admitted to practice before the courts of
Pennsylvania, California and the United States District Courts for
the Western District of Pennsylvania, the Southern District of
California and the Central District of California, as well as the
United States Court of Appeals for the Third Circuit.  She
received her J.D. from Notre Dame Law School.

Jill W. Sabo, Esq. is a member of the Financial Institutions &
Real Estate Transactions Practice Group.  She focuses her practice
in the areas of commercial finance, mergers and acquisitions, and
general corporate law. Ms. Sabo also holds a CPA license in the
State of Maryland.  She received her J.D. from Georgetown
University Law Center.

                 About Thorp Reed & Armstrong

Based in Pittsburgh, Pennsylvania, Thorp Reed & Armstrong, LLP --
http://www.thorpreed.com/-- is a premier law firm, which has
grown to include additional offices in Philadelphia, Pennsylvania,
Princeton, New Jersey, and Wheeling, West Virginia.  Earning the
respect, trust and appreciation of clients, peers, and those who
live in our communities, Thorp Reed & Armstrong attorneys have
gained a reputation as "lawyer's lawyers" -- lawyers who exemplify
the profession's best qualities.  Since 1895, the firm supports a
wide variety of clients' needs within the practice areas of
business law, litigation, and corporate finance.


* BOOK REVIEW: Bankruptcy: A Feast for Lawyers
----------------------------------------------
Author:     Sol Stein
Publisher:  Beard Books
Paperback:  341 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122123/internetbankrupt

Described by the Chicago Tribune as a "latter-day version of
Dicken's Bleak House," this book is a shattering indictment of
bankruptcy law by a CEO who lived through the experience of a
Chapter 11.

The author exposes a system that is supposed to provide an
opportunity for troubled companies to reorganize, but kills more
than 70 percent of the businesses that take refuge in it while
enriching legions of lawyers.

In the nightmare world of Chapter 11, the gainers are seldom the
creditors or the debtor company, but rather the bankruptcy bar,
impeached in this book by its own conduct and the condemnation
of its ethical brethren.

Besides his own experience, the author draws examples from
diverse industries including trucking, food, real estate, oil
and publishing.

Sol Stein, the author of this book, was the former CEO of now-
defunct Stein and Day, one of the last independent American
publishing houses operating in the 1980s.


                             *********

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 ***