TCR_Public/080318.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, March 18, 2008, Vol. 12, No. 66

                             Headlines

ADVENTURE PARKS: Amended Plan Confirmation Hearing Set on April 30
ADVENTURE PARKS: Judge Laney Approves Amended Disclosure Statement
AFFINITY GROUP: Dec. 31 Balance Sheet Upside-Down by $66.9 Million
ALION SCIENCE: S&P Keeps 'B' Corporate Credit Rating
ALLIED HOLDINGS: Teamsters Panel Balks at Local Union's Suit

ALSIUS CORP: Deloitte & Touche Raises Substantial Doubt
ARROW ELECTRONICS: Court Directs Return of $12MM Payment to Bridge
ASARCO LLC: Court Denies El Paso Lift Stay Request
ASARCO LLC: TCEQ Denies El Paso Counsel's Criminal Probe
ASIA AUTOMOTIVE: Rothstein Kass Expresses Going Concern Doubt

ATM FINANCIAL: Court OKs Biz Partners' Request for Ch. 11 Trustee
BALLANTYNE RE: Moody's Cuts Rating to B1 from B2 on $50MM Notes
BEAR STEARNS: S&P Puts Ratings on Developing Watch After JPMC Deal
BEAR STEARNS: Rising Risk Profile Prompts Fitch to Chip Ratings
BEAR STEARNS: Deteriorating Liquidity Cues Moody's to Cut Ratings

BKF CAPITAL: Holtz Rubenstein Expresses Going Concern Doubt
BLUEGRASS ABS: Moody's Cuts Ratings to C from Ba3 on Two Classes
BRIDGE INFORMATION: $12.5MM Payment to Arrow Is Preferential
BROTMAN MEDICAL: Exclusive Plan Filing Period Extended to May 22
BUILDERS FIRSTSOURCE: Poor Financial Cues Moody's to Cut Ratings

BUILDING MATERIALS: Fitch Cuts Ratings and Removes Negative Watch
C2 GLOBAL: Deloitte & Touche Expresses Going Concern Doubt
CAMBER 6: Moody's Slashes Ratings to C on Five Note Classes
CANADIAN TRUSTS: Court Okays Application for Creditor Arrangement
CANARGO ENERGY: L J Soldinger Expresses Going Concern Doubt

CARLYLE CAPITAL: Proceeds with Liquidation of Remaining Assets
CCI OF WEST PALM: Gets $15 Mil. Offer, Defers Auction to April 14
CHARLES MITCHELL: Case Summary & Five Largest Unsecured Creditors
CHENIERE ENERGY: S&P Holds 'B' Rating with Stable Outlook
CIGNA CORPORATION: Moody's Affirms (P)Ba1 Preferred Stock Rating

CLEBURNE & TM: Investors Ink Tentative Settlement Agreement
COMM INTELLIGENCE: GHP Horwath Expresses Going Concern Doubt
CRF-19 LLC: S&P Puts 'BB' Preliminary Rating on $4.5MM Cl. D Notes
CYGNAL TECHNOLOGIES: Court OKs CCAA Joint Plan of Arrangement
DEATH ROW: Resolves Adversary Feud with Tupar Shakur Estate

DELPHI CORP: Court Approves Denso Corp. Settlement Agreement
DELPHI CORP: Court Allows Plan Investors' New EPCA Interpretation
DELPHI CORP: Completes Rights Offering for 62,707,305 Shares
DELPHI CORP: Moody's Holds (P)B2 Rating on $3.7-Bil. Term Loans
DON MCCORMACK: Voluntary Chapter 11 Case Summary

ELLIOTT BUILDING: Two Banks Seize of Subdivision Properties
ENVIRONMENTAL TECTONICS: Modifies Credit Deal with H.F. Lenfest
FEDERAL-MOGUL: U.S. Trustee Contests Financial Advisor's Fees
FEDERAL-MOGUL CORP: Earns $1.4 Billion in Fiscal Year 2007
FEDERAL-MOGUL: Professionals Bill $323 Million in Fees & Expenses

FLEETWOOD ENTERPRISES: Ongoing Losses Cue S&P to Junk Corp. Credit
FORGITRON LLC: Case Summary & 18 Largest Unsecured Creditors
GLASSMASTER CO: Bentley Deal to be Examined by Case Trustee
GLOBAL CREDIT: S&P Chips Preferred Shares Rating to B+ from BB-
GREAT PANTHER: Board Adds Rights Plan to Deal With Take-Over Bids

HOLLEY PERFORMANCE: IRS Objects to Prepackaged Chapter 11 Plan
HOVNANIAN ENTERPRISES: Fitch Affirms 'B-' Issuer Default Rating
IAC/INTERACTIVECORP: Court Decides Spinoff Dispute on March 28
INTERNATIONAL PAPER: To Buy Weyerhaeuser's Unit for $6 Bil. Cash
INTERSTATE BAKERIES: PBGC Reserves Right to Review Pension Plans

INVACARE CORP: Moody's Affirms B1 Corporate Family Rating
ISLETON LLC: Voluntary Chapter 11 Case Summary
IXIS ABS: Moody's Lowers Ratings to C on Three Note Classes
J.T. REAL ESTATE: May Voluntary File for Chapter 7 Liquidation
JUNIPER NETWORKS: Board Permits Repurchase of $1 Bil. Common Stock

KC POOLE: Voluntary Chapter 11 Case Summary
LEGENDS GAMING: Bankruptcy Filing Cues S&P to Put Default Rating
LE MONDE CDO: Moody's Junks Ratings on Three Note Classes
LIBERTY MEDIA: Court Issues IAC Spinoff Feud Ruling on March 28
LILIA CHAVEZ: Voluntary Chapter 11 Case Summary

LILLIAN VERNON: Court Approves Asset Sale Bidding Procedures
LOS OSOS COMMUNITY: S&P Lifts Underlying Rating to BBB- from C
MAIDENFORM BRANDS: Earns $34.2 Mil. for Year Ended Dec. 29, 2007
MARKOV CDO: Moody's Slashes Ratings on 12 Note Classes
MOMENTIVE PERFORMANCE: S&P Holds All Ratings and Revises Outlook

MONEYGRAM INT'L: Increased Debt Cues S&P to Lower Rating on B+
MTR GAMING: Completes Sale of Binion's Gambling to TLC Casino
NANOGEN INC: Restructures $12.9 Million Senior Convertible Notes
NARRAGANSETT PELLET: Voluntary Chapter 11 Case Summary
NATIONAL LAMPOON: Receives Listing Non-Compliance Notice from AMEX

NEO CDO: Moody's Downgrades Ratings on Eight Note Classes
NEXMED INC: Losses Cue Amper to Raise Going Concern Doubt
NEXTMEDIA OPERATING: S&P Cuts Corp. Credit to B-; Puts Neg. Watch
NORTHLAKE CDO: Moody's Cuts Rating to Ca on $14.5MM Cl. III Notes
NORTHWESTERN CORP: S&P Lifts Corp. Credit Rating on BBB from BB+

O'CHARLEY'S INC: Operating Decline Prompts S&P to Revise Outlook
OCWEN FINANCIAL: Failed Proposal Cues Fitch to Put Negative Watch
OWENS-ILLINOIS: Board OKs Preferred Stock Redemption on March 31
PARD CONTRACTORS: Voluntary Chapter 11 Case Summary
PLACE PORTFOLIO: Reznick Group Expresses Going Concern Doubt

PLASTECH ENGINEERED: Won't Decide on Assumption of Amerigas Pact
POLY-PACIFIC INT'L: To Grant 2.5 Mil. Stock Options to Personnel
POWERMATE HOLDING: Case Summary & 20 Largest Unsecured Creditors
PRB ENERGY: May Employ Faegre Benson as Special Corporate Counsel
PRC LLC: Court Fixes May 1 as General Claims Bar Date

PRC LLC: Has Until April 1 to File Disclosure Statement
PRC LLC: Can Employ Weil Gotshal as Bankruptcy Counsel
PRC LLC: Wants to Employ Regis McElhatton as CEO
PREMIER PROPERTIES: Faces $80 Mil. Foreclosure Case vs. Wachovia
PROTECTED VEHICLES: Creditors Committee Wants McNair PA as Counsel

PROTECTED VEHICLES: Wants Gibbs and Holmes as Special Counsel
QUAKER FABRIC: Wants Civil Action Removal Deadline Set on June 11
RESOURCE REAL: Fitch Holds 'B' Rating on $28.7MM Class M Certs.
SABINE PASS: S&P Affirms 'BB' Rating with Stable Outlook
SALEM COMMS: Had Net Loss of $1.4MM for Qrtr. Ended Dec. 31, 2007

SANDRIDGE ENERGY: S&P Outlook Positive; 'B' Rating Affirmed
SCO GROUP: Bankruptcy Court Sets April 21 as Claims Bar Date
SECURITY CAPITAL: Restructuring Plan Mulls Termination of New Biz
SECURITY CAPITAL: Moody's Cuts Senior Debt Initial Rating to 'Ba1'
SEYCHELLE WATER: Says Securities on Dual Trade Starting March 31

SHAPES/ARCH: Case Summary & 79 Largest Unsecured Creditors
SIRVA INC: Class Action Plaintiffs Want Automatic Stay Lifted
SIRVA INC: Parties Agree to Lift Stay on Preference Action
SIRVA INC: Discloses Info Related to European Share Purchase Deal
SIRVA INC: U.S. Trustee Objects to Appointment of Class 5 Panel

SPYRUS INC: Wants to Obtain $2 Million DIP Facility of John Miller
SPRYUS INC: Files Disclosure Statement in Delaware
SPRYUS INC: Plan Hearing Scheduled for April 23
STRADA 315: Court Approves to Use Cash Collateral on Interim Basis
UNIFI INC: Subsidiary Sells South Carolina Assets for $4 Million

UPSNAP INC: Terminates Merger Agreement with Mobile Greetings
U.S. CONCRETE: Reports $69 Million Net Loss for Year Ended 2007
WESTMORELAND COAL: Sells $15 Million Convertible Notes to Tontine
WILD WEST: Settlement Discussions with Village Charters Continue
WORKFLOW MANAGEMENT: S&P Lowers Corp. Credit Rating to B- from B

WORNICK CO: Can Access DDJ Capital's $35,000,000 DIP Facility
ZIFF DAVIS: U.S. Trustee Appoints Seven-Member Creditors Committee
ZIFF DAVIS: Alan W. Kornberg Discloses Creditor Representation
ZIFF DAVIS: Allowed to Pay Wages, Benefits Prior to Bankruptcy
ZIFF DAVIS: Court Grants Motion to Extend Time to File Schedules

* Fitch Says Home Prices Decline Yield to Bank Home Equity Losses
* S&P Lowers Ratings on 90 Tranches from 16 US Hybrid CDOs

* Large Companies with Insolvent Balance Sheets

                             *********

ADVENTURE PARKS: Amended Plan Confirmation Hearing Set on April 30
------------------------------------------------------------------
The Hon. John T. Laney, III, of the United States Bankruptcy Court
for the Middle District of Georgia, in Valdosta, scheduled a
hearing on April 30, 2008, at 2:00 p.m., to confirm Adventures
Parks Group LLC and its debtor-affiliates' Amended Chapter 11 Plan
of Reorganization.

The hearing will be held in the United States Bankruptcy Court at
One Arsenal Place, Suite 309, 901 Front Avenue in Columbus,
Georgia.

Deadline to object to the confirmation of the Plan is April 16,
2008.

Based in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.

The company, along with Wild Adventures and Cypress Gardens, filed
for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.

The U.S. Trustee for Region 21 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  Mark J.
Wolfson, Esq., at Foley & Lardner LLP and James C. Frenzel, Esq.,
at James C. Frenzel P.C. in Georgia represent the Official
Committee of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


ADVENTURE PARKS: Judge Laney Approves Amended Disclosure Statement
------------------------------------------------------------------
The Hon. John T. Laney, III, of the United States Bankruptcy Court
for the Middle District of Georgia, in Valdosta, approved
Adventure Parks Group LLC and its debtor-affiliates' Second
Amended Disclosure Statement dated Feb. 28, 2008, explaining their  
Second Amended Chapter 11 Plan of Liquidation.

Judge Laney determined that the Debtors' Amended Disclosure
Statement contains "adequate information" as defined in Section
1125 of the Bankruptcy Code.

                       Overview of the Plan

The Debtors tell the Court that the Plan contemplates the complete
liquidation of their remaining assets.

The Plan provides for the appointment of GlassRatner Advisory
and Capital Group Inc., an entity selected by the Debtors and the
Official Committee of Unsecured Creditors, as liquidating trustee
who will manage the liquidation of the Debtors' assets and review
their financial condition and other intra-company transactions.

Furthermore, the liquidating trustee is expected to assert claims
against certain former officers and directors of the Debtors for
breach of fiduciary duty and negligence.

                            Asset Sale

On Sept. 27, 2007, the Court approved the sale of the Debtors'
two affiliates for a total purchase price of $51,300,000.  
Specifically, the Debtors' Wild Adventures Valdosta LLC affiliate
was sold to Herschend Family Entertainment Corporation for
$34,500,000, while their Cypress Gardends Adventure Park LLC unit
was purchased for $16,800,000 by Land South Holdings LLC.

Alvarez & Marsal Securities LLC, the turnaround and restructuring
firm, was retained as financial advisors by the Debtors to market
the properties.

                         Treatment of Claims

Under the Plan, these claims will be paid in full on the effective
date, including:

   a) administrative claims; and
   b) non-tax priority claims.

All holders of allowed secured claims will retain any lien
securing their claims.  Secured claims is comprised of:

   a) D&D Construction Services of Orlando Inc. claim;
   b) Dell Financial Services LP claim;
   c) First State Bank WAV claim;
   d) Fitraco N.V. claim;
   e) General Electric Capital Corporation agent claim;
   f) materialmen's lien claim;
   g) set-off claim;
   h) Sysco Food Services -- Jacksonville, Inc. claim;
   i) MG Agency Services LLC secured claim; and
   j) secured claims of:

      -- judge creditors of the Debtors;
      -- secured claim other than secured; and
      -- governmental units for real and property ad valorem
         taxes.

Convenience Class Claims will receive at most $250 on the
effective date.

Each holders of these claims will be entitled a pro rata share,
among others things:

   a) general unsecured claim; and
   b) subordinated claims.

If paid, both claims will be paid in cash in full plus post-
confirmation interest determined by the liquidating trustee.

Holders of equity interests will not receive or retain any
property on account of their interest under the plan.  Holders are
not entitled to vote on the plan.

A full-text copy of Adventure Parks' Second Amended Disclosure
Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=080317012635

A full-text copy of Adventure Parks' Second Amended Chapter 11
Plan of Liquidation is available for a fee at:

    http://www.researcharchives.com/bin/download?id=080317012321

Based in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.

The company, along with Wild Adventures and Cypress Gardens, filed
for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.

The U.S. Trustee for Region 21 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  Mark J.
Wolfson, Esq., at Foley & Lardner LLP and James C. Frenzel, Esq.,
at James C. Frenzel P.C. in Georgia represent the Official
Committee of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.  
Adventure Parks, on March 11, 2008, filed an Amended Plan
of Reorganization and Disclosure Statement.


AFFINITY GROUP: Dec. 31 Balance Sheet Upside-Down by $66.9 Million
------------------------------------------------------------------
Affinity Group Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed $424.3 million in total assets and $491.2 million in total
liabilities, resulting in a $66.9 million total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $124.2 million in total current
assets available to pay $141.4 million in total current
liabilities.

The company reported net income of $18.9 million on revenues of
$562.2 million for the year ended Dec. 31, 2007, compared with a
net loss of $5.7 million on revenues of $514.6 million for the
year ended Dec. 31, 2006.

Membership services revenues for 2007 of $149.9 million increased
by $12.5 million or 9.1% from 2006.  Publications revenues for
2007 of approximately $90.6 million increased by $3.8 million or
4.4% from 2006.  Retail revenue for 2007 of $321.7 million
increased approximately $31.3 million or 10.8% from 2006.  

Income from operations of $45.7 million for 2007 increased
$3.7 million or 8.8% compared to 2006.  This increase was
attributable to increased gross profit in the retail and
membership services operations of $11.4 million and $5.1 million,
respectively, partially offset by increased operating expenses of
$12.6 million and reduced gross profit for publications operations
of $161,000.

Income before income taxes for 2007 was $20.5 million, or 24.0%
more than 2006.  

The company recorded $1.6 million of income tax expense for 2007,
compared to a $22.3 million income tax expense for 2006.  This
expense decrease was primarily due to AGHC's S corporation change
of tax status election effective for the second quarter of 2006,
which included AGI and all of its subsidiaries, with the exception
of Camping World Inc. and its wholly owned subsidiaries which will
remain Subchapter C corporations.  As a result, all deferred tax
assets and liabilities were revalued with the exception of those
related to Camping World Inc. and its wholly-owned subsidiaries
and other potential built-in gains.   

Further, the company increased its valuation allowance by
$2.7 million for 2007 as it was determined that it is more likely
that the company would have insufficient taxable income in the
current, carryback, or carryforward periods under the tax laws to
realize the future tax benefit of its deferred tax assets.

                          Long-Term Debt

At Dec. 31, 2007, the company had long-term debt, net of current
portion, of $282.8 million, compared to long-term debt, net of
current portion, of $277.9 million at Dec. 31, 2006.

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?293e

                       About Affinity Group

Headquartered in Ventura, California, Affinity Group Inc. --
http://www.affinitygroup.com/-- is a provider of outdoor clubs,  
media and events that service the safety, security, comfort and
convenience needs of the North American recreational vehicle and
outdoor enthusiast market.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Standard & Poor's Ratings Services revised its outlook on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., to stable from positive.  At the same time, S&P affirmed the
ratings, including the 'B' corporate credit rating, on the
company.


ALION SCIENCE: S&P Keeps 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services kept its ratings on Alion
Science and Technology Corp., including the 'B' corporate credit
rating, on CreditWatch with negative implications, where they were
placed on Feb. 28, 2008.

The ratings were placed on CreditWatch following McLean, Virginia-
based Alion Science's announcement that it had delayed filing of
its Form 10-Q for the quarter ended Dec. 31, 2007.  On March 13,
2008, the company filed its amended Form 10-K for the fiscal year
ended Sept. 30, 2007, and its Form 10-Q for the period ended
Dec. 31, 2007.  The company was compliant with covenants related
to its credit facilities as of Dec. 31, 2007.
     
The ratings remain on CreditWatch with negative implications,
reflecting Alion Science's limited liquidity and negative cash
flow from operations in the 12 months ended December 2007.  Cash
balances were immaterial and availability under the revolving
credit facility was less than $20 million.
     
"We will meet with management to assess the company's operating
outlook and near-term financial profile before resolving the
CreditWatch," said Standard & Poor's credit analyst David Tsui.


ALLIED HOLDINGS: Teamsters Panel Balks at Local Union's Suit
------------------------------------------------------------
The Teamsters National Automotive Transporters Industry
Negotiating Committee, a committee of the International
Brotherhood of Teamsters, and the Teamsters Local Unions filed a
brief supporting its request to dismiss a complaint filed by
the Automobile Transport Chauffeurs Demonstrators and Helpers
Union, Teamsters Local 604 and George Warner against Allied
Holdings Inc. and its debtor-affiliates.

                      Local Union's Lawsuit

Teamsters Local 604 is a local union and labor organization
affiliated with the International Brotherhood of Teamsters that
represents workers employed in the automobile transport industry.  
Teamsters Local 604 is an unincorporated association with members
residing in various states including, without limitation, Missouri
and Illinois.

Mr. Warner is an employee of Performance Transportation Services,
Inc., and a member of Teamsters & Chauffeurs Local 580, a local
union affiliated with the IBT.  Mr. Warner is a shop steward of a
certified collective bargaining unit comprised of PTS employees
represented by Local 580.

Pursuant to their complaint, Teamsters Local 604 asked the U.S.
Bankruptcy Court for the Northern District of Georgia to stop the
Debtors from modifying their confirmed chapter 11 Plan, and
soliciting for the modification of the Plan without the Debtors'
compliance with all provisions of Sections 1127 and 1125 of the
U.S. Bankruptcy Code.

Mark Potashnick, Esq., at Weinhaus & Potashnick, in St. Louis,
Missouri, counsel to Teamsters Local 604, related that Allied
Holdings, Inc., now known as Allied Systems Holdings, Inc.,
announced plans to purchase Performance Transportation Services,
Inc., and pay the acquired employees concessionary wage rates in
contravention of the confirmed Chapter 11 Plan.

The Term Sheet under the Chapter 11 Plan protects Teamster-
represented employees from the wage concessions imposed upon the
Debtors' employees in the event that the Debtors acquire another
employer, or its business, subject to the National Master
Automobile Transporters Agreement.

Mr. Potashnick told the Court that the Debtors and the Teamsters
Committee are attempting to accomplish a sub rosa modification of
the Plan at a time when the Bankruptcy Code prohibits any
modification.

The Debtors and the Teamsters National Automotive Transporters
Industry Negotiating Committee asked the Court to deny the
Teamsters Local 604's request for preliminary injunction, and
dismiss the Teamsters Local 604's complaint against TNATINC.

Representing TNATINC, Frederick Perillo, Esq., at Previant,
Goldberg, Uelmen, Gratz, Miller and Brueggeman, s.c., in
Milwaukee, Wisconsin, said that neither the Teamsters Local 604
nor Mr. Warner is affected by the alleged violations because
neither is a holder of a claim or interest entitled to accept or
reject the original plan.

The Debtors denied the Teamsters Local 604's allegation that the
Debtors have announced to their employees that they intend to
obtain the Court's approval of a new term sheet.

           Local Union Insists Standing to File Complaint

Mr. Potashnick asserted that Teamsters Local 604 has standing to
bring the action because:

   -- Teamsters Local 604's members stand not only as "aggrieved
      persons" who can enforce rights under the original term
      sheet, but also as intended third party beneficiaries of
      that Term Sheet; and

   -- Teamsters Local 604 has representational standing to pursue
      the adversary proceeding.

              TNATINC's Objections to the Complaint

Mr. Perillo points out that:

   (a) the Teamsters Local 640's Complaint amounts to an action
       for declaratory judgment of a contingency;

   (b) the Teamsters Local 604 offer generalized arguments as to
       standing but never identified the harm the Union will
       suffer as an effect of the possible sale of Performance
       Transportation Services to the Debtors; and

   (c) Teamsters Local 604 opine at length as to the benefit it
       thinks it is entitled to receive from a labor agreement
       between the Debtors and the Teamsters but offer no
       coherent legal authority for its claim asserting that the
       Debtors and the TNATINC should be barred from modifying
       their own contract.

"The [Teamsters Local 604] cannot satisfy their threshold burden
of establishing standing, and even if they could, their claims
are fatally deficient on their face," Mr. Perillo says.

Article III of the U.S. Constitution limits federal courts'
jurisdiction over cases.

Mr. Perillo contends that the Teamsters Local 604 has yet to
express a cognizable claim to either Article III standing or
prudential standing.  The Teamsters Local 604's entire claim, he
notes, is based on what might happen if the Debtors purchase PTS
and the Debtors hire George Warner and other PTS employees.  Mr.
Perillo argues that it is not enough for Article III standing
that a complaint set forth facts sufficient to imagine an injury.

To form the basis for standing, an injury must be "actual and
imminent" rather than "speculative and hypothetical," Mr. Perillo
further argues, citing In re Bochese v. Town of Ponce Inlet, 405
F.3d 964, 976 (11th Cir. 2005).

Mr. Perillo adds that the Teamsters Local 604 has no prudential
standing because it is not a constituency of the Debtors' plan of
reorganization or the Debtors' estates.  He notes that Teamsters
Local 604 does not represent any of the Debtors' employees.  PTS'
employees are not intended as third-party beneficiaries of the
collective bargaining agreement and the term sheet included in
the Debtors' Chapter 11 Plan, he adds.

The TNATINC asserts that injunction is not warranted.  The Court
does not need an injunction to aid the enforcement of the
Debtors' Chapter 11 Plan because the possible modification of a
CBA is not a departure from the Chapter 11 Plan, Mr. Perillo
asserts.

The TNATINC also notes that Teamsters Local 604 and Mr. Warner
have not satisfied the prerequisites for an injunction.  Mr.
Perillo points out that it is not clear what certain action the
Teamsters Local 604 are trying to enjoin.

Mr. Perillo notes that the Complaint objects to the balloting of
the revisions of the labor agreements but the balloting has
already been completed.  He adds that revisions to the labor
agreements have been proffered to the membership, the membership
has voted, and if the Debtors does purchase PTS' assets, another
bankruptcy court will then decide whether to approve the sale
after hearing any properly filed objection.

The only conduct that could conceivably be enjoined is TNATINC's
execution of an agreement to modify the CBA.  Mr. Perillo says it
is beyond dispute that that agreement would not have even a
potential impact on PTS employees unless the Debtors proceeded to
buy PTS and the Court approved the sale.  He contends that the
CBA can be modified by mutual agreement of the parties, without
running afoul of any part of the Debtors' Chapter 11 Plan.

                   Debtors Object to Complaint

The Debtors, in another filing, maintain that the Complaint
should be dismissed because it is based on the false premise that
the New Term Sheet proposed a modification of the Debtors'
Chapter 11 Plan.  The Debtors expressed that that is not the case.

The Debtors explain that the New Term Sheet proposed a
modification of an assumed executory contract, which is their
CBA, and not their Chapter 11 Plan.

The Debtors also support all other arguments presented by TNATINC
supporting its dismissal request.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its      
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)      

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


ALSIUS CORP: Deloitte & Touche Raises Substantial Doubt
-------------------------------------------------------
Deloitte & Touche LLP raised substantial doubt about Alsius
Corp.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations.

The company has incurred significant net losses since inception,
and has relied on its ability to obtain financing.  Management
expects operating losses and negative cash flows to continue for
the foreseeable future as the company incurs additional costs and
expenses related to continued development of its products, and
obtaining Food and Drug Administration approval for new
indications.

                            Financials

Alsius reported a $22,235,000 net loss on $9,114,000 of revenues
for the year ended Dec. 31, 2007, as compared with a $17,578,000
net loss on $5,979,000 of revenues in 2006.

Alsius' balance sheet at Dec. 31, 2007, showed $35,602,000 in
total assets, $11,590,000 in total liabilities, and $24,012,000 in
total stockholder's equity.

Net cash used in operations was $20,700,000 for the year ended
Dec. 31, 2007 and $11,900,000 for the year ended Dec. 31, 2006.  
The net cash used in each of these periods primarily reflects the
net loss for those periods, offset by non-cash charges such as
depreciation and amortization, stock-based compensation,
amortization of debt discounts and the change in fair value of
warrant liabilities associated with a May 2005 and February 2007
secured promissory notes and Merrill Lynch Capital Term Loan and
the change in the fair value of the warrant liabilities and
embedded derivatives associated with the company's 2006 Bridge
Notes.  

Non-cash charges for depreciation and amortization, stock-based
compensation, amortization of debt discounts and the change in
fair value of warrant liabilities and embedded derivatives totaled
$6,500,000 and $4,300,000 for the years ended Dec. 31, 2007 and
2006, respectively, representing a $2,200,000 increase.  This
increase was comprised of a $1,400,000 increase in discount
amortization associated with the 2006 bridge notes, and increase
in stock-based compensation of $2,800,000 during 2007, offset by a
decrease of $2,100,000 of change in fair value of warrant
liabilities associated with the company's debt instruments since
it converted or repaid its debt instruments in 2007.

Management expects operating losses and negative cash flows to
continue for the foreseeable future as the company incurs
additional costs and expenses related to continued development of
the its products, and obtaining FDA approval for new indications.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?292c

                     About Alsius Corporation

Alsius Corporation, (NasdaqCM: ALUS)  -- http://www.alsius.com--  
through its wholly owned subsidiary, Alsius Medical Corporation,
develops, manufactures, markets, and sells catheter-based products
to control patient temperature in hospital critical care settings.  
Its products are used for cooling and temperature control of
patients with severe neuronal injury, including those who have
suffered stroke, traumatic brain injury, and cardiac arrest.  The
company's products include CoolGard and ThermoGard temperature
regulation systems, which are computer-controlled cooling and
warming units, as well as three families of single-use catheters,
such as Cool Line, Icy, and Fortius used with the systems.  It
also offers hospital interface accessory, which enables the
caregiver to display the patient's temperature on both the Alsius
system and the patient monitor.  Alsius markets its products to
acute care hospitals and critical care physicians through its
direct sales force in the United States, as well as through
independent distributors in international markets.  The company
was incorporated in 1991 and is based in Irvine, Calif.


ARROW ELECTRONICS: Court Directs Return of $12MM Payment to Bridge
------------------------------------------------------------------
Arrow Electronics, Inc. disclosed last week that an opinion has
been rendered in the proceeding Bridge Information Systems, et.
anno v. Merisel Americas, Inc. & MOCA., in favor of Bridge
Information Systems Inc., the estate of a former Global Enterprise
Computing Solutions customer that declared bankruptcy in 2001.  
The proceeding is related to sales made by the MOCA division of
ECS in 2000 and early 2001.

The administrator of the Bridge estate had sought the return of
approximately $24.0 million plus interest with respect to
allegedly preferential payments made to MOCA, a company Arrow
purchased from Merisel Americas in the fourth quarter of 2000,
shortly before Bridge declared bankruptcy.  In the opinion, the
Bankruptcy Court found that a total of $12.5 million of the
payments received were preferential, and must be returned to
Bridge.

Arrow intends to continue to defend its position through post-
trial motions and an appeal if necessary.  This amount will be
accrued in the first quarter of 2008 and therefore impact the
comparability of the company's results.

                     About Bridge Information

Bridge Information Systems Inc. filed a voluntary petition
for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on
Feb. 15, 2001 (Bankr. E.D. Mo. Case Nos. 01-41593 through 01-
41614, inclusive).  On February 13, 2002, Judge McDonald confirmed
a chapter 11 plan of liquidation, which, among other items,
transferred ownership of the company's assets to the holders of
Bridge's secured creditors.  Thomas J. Moloney, Esq., Seth A.
Stuhl, Esq., and Kurt A. Mayr, Esq., at Cleary, Gottlieb, Steen &
Hamilton in New York served as lead counsel to Bridge in its
chapter 11 cases.  Gregory D. Willard, Esq., Lloyd A. Palans,
Esq., and David M. Unseth, Esq., at Bryan Cave LLP in St. Louis,
served as local counsel.

                      About Arrow Electronics

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

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

                           *     *     *

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


ASARCO LLC: Court Denies El Paso Lift Stay Request
--------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas denied the request of the city of
El Paso, Texas to lift the automatic stay, after finding that
Section 362 of the U.S. Bankruptcy Code does not apply to the
filing and pursuit of a Petition for Revocation of ASARCO LLC's
Air Quality Permit No. 20345 with the Texas Commission on
Environmental Quality.

As reported in the Troubled Company Reporter on Feb. 28, 2008, El
Paso intended to file a Petition for Revocation of ASARCO's Air
Permit to block the reopening of the El Paso Smelter.

Judge Schmidt clarified that, to the extent the automatic stay
applies, El Paso is not prohibited from filing and pursuing the
Revocation Petition.

                          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: TCEQ Denies El Paso Counsel's Criminal Probe
--------------------------------------------------------
The Texas Commission on Environmental Quality denied the request
of El Paso County Attorney Jose Rodriguez, Esq., for a criminal
investigation into ASARCO LLC's El Paso copper smelter, the
Associated Press reported.

Mr. Rodriguez, according to the AP, has asserted that ASARCO
violated the Texas Solid Waste Act, the Texas Water Code, and the
Health Safety Code.

In response, Mr. Rodriguez said in a public statement that the
TCEQ's decision prevents any local law enforcement agency from
taking further criminal action against ASARCO.

                          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).


ASIA AUTOMOTIVE: Rothstein Kass Expresses Going Concern Doubt
-------------------------------------------------------------
Rothstein, Kass & Company PC, based in Roseland, N.J., raised
substantial doubt about the ability of Asia Automotive Acquisition
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  

The auditing firm related that the company will face a mandatory
liquidation if a business combination is not consummated by
April 18, 2008.

Asia Automotive posted a net loss of 2,546,812 on $0 revenue for
the year ended Dec. 31, 2007, as compared with a net loss of
$3,569,613 on $0.00 revenue in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $39,985,499
in total assets, $24,012,100 in total liabilities and $15,973,399
in stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $35,611 in total current assets available
to pay $16,123,809 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?293d

                       About Asia Automotive

Asia Automotive Acquisition Corporation -- (OTC BB: AAAC.OB) --
does not have significant operations.  It intends to acquire one
or more automotive component supplier operating businesses that
have their primary operating facilities located in the People's
Republic of China, the Republic of India, and/or the Association
of Southeast Asian Nations.  The company was formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, or other similar business combination, with an
operating business.  Asia Automotive was organized in June 2005
and is based in Birmingham, Michigan.


ATM FINANCIAL: Court OKs Biz Partners' Request for Ch. 11 Trustee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the request of ATM Equity LP to appoint a Chapter 11
trustee for the administration of the Chapter 11 bankruptcy case
of ATM Financial Services LLC, Bill Rochelle of Bloomberg News
reports.  At the same time, the Court rejected the request of the
Debtor to convert the Chapter 11 case to a Chapter 7 proceeding.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
ATM Equity asked the Court to direct the appointment of a Chapter
11 trustee to take over the Chapter 11 bankruptcy case of ATM
Financial.  ATM Equity, which operates automated teller machines
across the United States, disclosed that it lost $30 million in
ATMs, cash, and ATM surcharge revenue to the Debtor.

ATM Financial denied the allegation, stating that the
complainant's Court filings "are replete with factual errors."

ATM Equity told the Court that the Debtor -- which they employed
to buy or lease ATMs, and operate the machines on the
complainant's behalf -- cheated ATM Equity with fake ATM leases,
missing ATMs and disputed ATM ownership claims, according to The
News & Observer.

On Feb. 7, 2008, prior to the Debtor's bankruptcy filing, Superior
Court Judge A. Leon Stanback Jr. issued a temporary restraining
order, as requested by ATM Equity, freezing the bank accounts of
ATM Financial.

Headquartered Leesburg, Florida, ATM Financial Services LLC --
http://atmdoctor.com/-- provides, install, and services automated   
teller machines.  The company filed for Chapter 11 protection on
Feb. 12, 2008 (Bankr. M.D. Fla. Case No. 08-00969).  Peter N.
Hill, Esq., at Wolff Hill McFarlin & Herron PA, in Orlando,
Florida, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$1 million and $10 million.


from Bill Rochelle:
ATM Equity LP, an owner of automated-teller machines, persuaded
the bankruptcy judge at a March 4 hearing to appoint a Chapter 11
trustee to take over the Chapter 11 reorganization filed Feb. 12
in Orlando, Florida, by ATM Financial Services LLC. At a hearing
yesterday, the bankruptcy judge turned down the request by ATM
Financial to convert its own case to a liquidation in Chapter 7.
In papers first filed in state court, ATM Equity alleges it
performed an audit and learned that of the 1,200 ATMs it was
supposed to own, 256 did not exist and the remainder were subject
to disputed claims of ownership. The Chapter 11 filing by
Leesburg, Florida-based ATM Financial says assets and debt are
both less than $10 million. The case is In re ATM Financial
Services LLC, 08-00969, U.S. Bankruptcy Court, Middle District of
Florida (Orlando).


BALLANTYNE RE: Moody's Cuts Rating to B1 from B2 on $50MM Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Ballantyne Re plc and Orkney Re II plc:

Ballantyne Re

  * $250 million of 30-year Class A-1 Floating Rate Notes

    -- Current Rating: Ba1, on review for downgrade
    -- Prior Rating: Baa3, on review for downgrade

  * $10 million of 30-year Class B-1 Subordinated Fixed Rate Notes

    -- Current Rating: B2, on review for downgrade
    -- Prior Rating: B1, on review for downgrade

  * $40 million of 30-year Class B-2 Subordinated Floating Rate
    Notes

    -- Current Rating: B2, on review for downgrade
    -- Prior Rating: B1, on review for downgrade

Orkney Re II

  * $42.5 million of 30-year Series A-2 Floating Rate Notes

    -- Current Rating: Ba1, on review for downgrade
    -- Prior Rating: Aa2, on review for downgrade

  * $30.0 million of 30-year Series B Floating Rate Notes

    -- Current Rating: Ba3, on review for downgrade
    -- Prior Rating: Baa2, on review for downgrade

Ballantyne Re and Orkney Re II are independent special purpose
reinsurers each sponsored by Scottish Annuity & Life Insurance
Company Ltd. (Ba3 insurance financial strength, on review for
downgrade) for the purpose of financing the excess reserve
requirement associated with distinct blocks of business ceded by
Scottish Re (U.S.), Inc. (Ba3 IFS rating, on review for
downgrade), a subsidiary of Scottish Re Group Limited (Scottish
Re; NYSE: SCT; Caa3 preferred stock, on review for downgrade).  
The reinsurance agreements between Scottish Re (U.S.) and the two
special purpose reinsurers covers defined blocks of level premium
term life policies subject to the statutory reserve requirements
of Regulation XXX.  Moody's rating analysis views the actuarial
assumptions in Regulation XXX as producing economically redundant
statutory reserves for level premium term products.

According to Moody's, the downgrades are based on both the
projected losses in Ballantyne Re and Orkney Re II's investment
portfolios--particularly investments in subprime and Alt-A
residential mortgage-backed securities -- that support the
repayment of the notes, as well as the impact of unrealized
investment losses on the probability of the notes defaulting.  The
losses on the RMBS securities include both realized credit
impairments as well as substantial unrealized mark-to-market
losses, although none of the securities in the Ballantyne Re or
Orkney Re II portfolios have experienced a payment default to
date.  The performance of the underlying level premium term
business supporting both of the reserve funding structures is
consistent with Moody's original expectations, and is not directly
affected by movements in the investment portfolio.

According to Scott Robinson, Vice President & Senior Credit
Officer, "the quarterly requirement for Ballantyne Re and Orkney
Re II to true up the market value of the assets held in the
reserve credit trust to the level of the statutory reserves,
combined with the investment losses on the RMBS securities, have
significantly eroded unencumbered surplus in the two vehicles."  
Robinson added that "absent a recovery of unrealized losses or
changes to the structures in their current form, it is likely that
transactional restrictions would prevent the payment of interest
on the notes -- essentially based on a measure of unencumbered
capital to required capital --in the near-term."  

Moody's emphasized that despite the possibility of an interruption
of interest payments, primarily driven by a decline in the market
value of investments in the special purpose reinsurers, the
ultimate loss on the notes will be driven both by the performance
of the underlying term life business and the performance of the
invested assets.  Moody's expect that Ballantyne Re will
experience higher relative investment-related losses than Orkney
Re II, given the different composition of the investment
portfolios within the two structures, which helps to explain the
lower rating on the subordinated notes of Ballantyne Re.

Moody's added that for Orkney Re II, the credit profile has also
been negatively impacted by the triggering of contractual
provisions increasing fees paid to financial guarantors.  
According to Robinson, "the fees that are paid by Orkney Re II to
insure certain classes of their notes have increased as a result
of downgrades of Scottish Re (U.S.) since the deals were
originally rated.  This places greater pressure on the deal,
especially if it is assumed that the increased fees are paid over
a long period of time."  In the Ballantyne Re transaction, the
increased payments to the financial guarantors are subordinate to
both Class A and B notes.  As a result of this feature, increased
fees paid to the guarantors have no impact on the ratings of
Ballantyne Re.

Most of the notes issued by these two special purpose reinsurers
to fund the collateral requirements for the statutory reserves are
insured by financial guarantors, while some of the notes were
issued without financial guaranty insurance.  The ratings of the
uninsured notes consider the results of stochastic modeling of
insurance and investment cash flows from the level premium term
business supporting the transaction, including the modeled
expected losses to the note holders.

The review for downgrade will focus on the potential for
additional investment losses in the RMBS portfolio and the nature
and likely effectiveness of any actions that may be pursued by
Ballantyne Re, Orkney Re II, and/or Scottish Re to mitigate the
impact of losses on the ability of the special purpose reinsurer
to pay interest on the notes.

These rated notes are not affected by the rating action:

Ballantyne Re:

  * $500 million of Class A-2, Series A Floating Rate Notes,
    insured by Ambac Assurance UK Ltd.

    -- Current Rating: Aaa, negative outlook

  * $500 million of Class A-2, Series B Floating Rate Notes,
    insured by Assured Guaranty (UK) Ltd.

    -- Current Rating: Aaa, stable outlook

  * $400 million of Class A-3 Floating Rate Notes, insured by
    Ambac Assurance UK Ltd.

    -- Current Rating: Aaa, negative outlook

Orkney Re II:

  * $382.5 million of Class A-1 Floating Rate Notes, insured by
    Assured Guaranty (UK) Ltd.

    -- Current Rating: Aaa, stable outlook

The rating action concludes a review for downgrade on Orkney Re
II's uninsured debt that was initiated on Sept. 7, 2006.  On
Feb. 1, 2008, Moody's downgraded the uninsured notes of Ballantyne
Re.

Ballantyne Re plc and Orkney Re II plc are public limited
companies established in Ireland as special purpose vehicles.
Scottish Re is a Cayman Islands company with principal executive
offices located in Bermuda.  On Sept. 30, 2007, Scottish Re
reported total assets of $13.4 billion and shareholder's equity of
$869 million.


BEAR STEARNS: S&P Puts Ratings on Developing Watch After JPMC Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' long- and 'A-
3' short-term counterparty credit ratings on The Bear Stearns Cos.
Inc. on CreditWatch with developing implications.  The ratings had
been placed on CreditWatch with negative implications on March 14,
2008.  At the same time, Standard & Poor's affirmed its 'AA-'
long- and 'A-1+' short-term counterparty credit ratings on
JPMorgan Chase & Co.  The outlook is stable.
     
"The rating actions follow the recent announcement that JPMC has
agreed to acquire Bear in an all-stock transaction.  The
transaction remains subject to shareholder approval," said
Standard & Poor's credit analyst Diane Hinton.
     
JPMC's acquisition of Bear comes after the banking group agreed,
on March 14, to provide the securities firm with a 28-day secured
loan facility that would permit Bear to continue to meet its
short-term obligations until a more permanent financing structure
could be implemented.  On the back of market rumors regarding
Bear's liquidity that led to significant cash outflows, the firm's
liquidity position had substantially deteriorated by the end of
last week, resulting in the need to seek emergency aid to stay
afloat.  
     
"We consider the acquisition of Bear by JPMC as positive, as it
will permit Bear to meet its obligations through funding sources
obtained directly from its new parent," said Ms. Hinton.  As part
of the transaction, JPMC will benefit from nonrecourse financing
from the Federal Reserve of up to $30 billion to support Bear's
less liquid assets, in addition to the financing that the Federal
Reserve provides through its discount window.  We also expect that
JPMC will assume all of Bear's obligations when the transaction
closes, which is expected within 90 days.  We will resolve the
CreditWatch placement as and when details with regard to the
integration of Bear's activities become tangible.  In the event
the acquisition by JPMC does not close as expected, the ratings on
Bear will come under renewed pressure.  Conversely, if the
acquisition proceeds as expected and Bear's businesses are
successfully integrated into JPMC, the ratings on Bear could be
equalized with those on its new parent.
     
"The ratings on JPMC reflect our expectation that the bank's
post-acquisition capital and leverage metrics will remain
satisfactory.  JPMC is acquiring some valuable businesses, such as
Bear's prime brokerage and clearing operations, which we do not
expect will add much risk to its balance sheet," said Standard &
Poor's credit analyst Tanya Azarchs.

S&P assumes that the integration of these businesses will be
smooth, given JPMC's great familiarity with these activities, and
S&P's expectation that the bank will have free rein to act quickly
in assuming management oversight.  In the longer term, S&P expects
that JPMC will benefit from the incremental income that the
acquisition of Bear's activities will provide.


BEAR STEARNS: Rising Risk Profile Prompts Fitch to Chip Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded the long- and short-term Issuer
Default Rating and outstanding credit ratings of The Bear Stearns
Companies Inc. and subsidiaries as:

  -- Long-term IDR to 'BBB' from 'A+';
  -- Short-term IDR to 'F3' from 'F1'.

Total long-term debt of $68.7 billion was outstanding as of
Nov. 30, 2007.  Short-term unsecured debt was $21.2 billion.  
Fitch has also placed Bear Stearns on Rating Watch Negative.  A
complete list of ratings is at the end of this release.

The rating actions are taken in consideration of Bear Stearns'
rising risk profile that has impeded its access to traditional
funding sources.  The company announced an agreement with JPMorgan
Chase for a secured loan agreement in which the Federal Reserve
will provide non-recourse, back-to-back financing to JPMC.  
Fitch's Support Rating was also revised to '3' from '5' related to
this action.

Up until now, Fitch believed Bear Stearns had managed its balance
sheet well through the ongoing credit stressed environment.  Bear  
Stearns suffered recent liquidity deterioration as credit risk
re-pricing and declining business opportunities in the overall
market continued.  As a consequence, there has been a rapid
decline in credit investor appetites which has dramatically
impaired Bear Stearns' financial flexibility.

Fitch believes financial performance in 2008 will be particularly
challenged given Bear Stearns' scale of fixed income business and
more limited international scope.  Restoration of sustained
earnings growth will be hampered by limited opportunities in key
business lines.

Future rating actions will be dictated by several factors,
including: long-term funding plans, interim earnings declines,
severe negative valuation adjustments, more diminished liquidity,
rising leverage or tangible equity erosion.

Fitch has downgraded these ratings and placed them on Rating Watch
Negative:

The Bear Stearns Companies Inc
  -- Long-term IDR to 'BBB' from 'A+';
  -- Senior debt to 'BBB' from 'A+';
  -- Short-term IDR to 'F3' from 'F1';
  -- Short-term debt to 'F3' from 'F1';
  -- Subordinated to 'BBB-' from 'A';
  -- Preferred to 'BB+' from 'A';
  -- Individual to 'C/D' from 'B/C';
  -- Support to '3' from '5';
  -- Support Floor 'BB-'.

Bear Stearns Securities Corp.
  -- Long-term IDR to 'BBB' from 'A+';
  -- Short-term IDR to 'F3' from 'F1'.

Custodial Trust Company
  -- Long-term deposits to 'BBB+' from 'AA-';
  -- Long-term IDR to 'BBB' from 'A+';
  -- Senior debt to 'BBB' from 'A+';
  -- Short-term deposits to 'F2' from 'F1+';
  -- Short-term IDR to 'F3' from 'F1'
  -- Individual to 'C' from 'B/C';
  -- Support to '2' from '1'.

Bear Stearns Capital Trust III
  -- Trust preferred to 'BB+' from 'A'.


BEAR STEARNS: Deteriorating Liquidity Cues Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of The
Bear Stearns Companies Inc. to Baa1 from A2 and its short-term
ratings to Prime-2 from Prime-1.  The ratings continue to be on
review for a possible downgrade.

The rating action was in response to the rapidly deteriorating
liquidity position of Bear, which necessitated an emergency
secured funding line from JPMorgan Chase back-stopped by the
Federal Reserve Bank of New York.  The 28-day funding facility
represents a temporary liquidity respite for Bear as it looks to
identify a long-term resolution to its liquidity problems.

Bear's liquidity situation deteriorated precipitously over the
last two days, severely constraining the company's financial and
operating flexibility.  Moody's said Bear did not face any
sizeable net write-downs or credit losses, and its franchise was
intact.  Nevertheless, the liquidity crisis is the result of
diminishing confidence in Bear by its counter-parties and
customers, compounded by persistently negative market conditions.

The downgrade also incorporates Moody's opinion that Bear's
customer franchise has been hurt by this crisis, and it will
continue to erode if a long-term stabilizing solution is not
quickly achieved.  The ratings review will focus on the financial
and strategic alternatives under consideration by Bear and the
likelihood for a timely resolution.

Given the fluidity of the situation, Moody's will re-address its
ratings within 7-10 days.  If Bear is unable to restore counter-
party confidence to stabilize its liquidity and customer
franchise, the ratings could be downgraded further; most likely
within the Baa range.  However, Moody's recognizes that Bear has a
number of attractive franchises that could facilitate a strategic
solution.  Should a transaction occur that alleviates these
pressures, it is likely that Bear's ratings would move higher.

The Bear Stearns Companies Inc. is an international investment
bank and financial services firm headquartered in New York, New
York that had 14,153 employees and reported $80.3 billion in total
long-term capital at Nov. 30, 2007.  Bear generated net revenues
of $5.9 billion for 2007.

These entities were downgraded and left on review for possible
further downgrade:

Issuer: Bear Stearns Bank plc

  -- Senior Unsecured Deposit Program, Downgraded to Baa1 from A2
  -- Senior Unsecured Commercial Paper, Downgraded to P-2 from P-1
  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A2

Issuer: Bear Stearns Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Baa2 from A3

Issuer: Bear Stearns Capital Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Baa2 from A3

Issuer: Bear Stearns Caribbean Asset Holdings, Ltd.

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1
     from A2

Issuer: Bear Stearns Companies Inc. (The)

  -- Commercial Paper, Downgraded to P-2 from P-1
  -- Issuer Rating, Downgraded to Baa1 from A2
  -- Junior Subordinated Shelf, Downgraded to (P)Baa2 from (P)A3
  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba1 to
     (P)Baa1 from a range of (P)Baa1 to (P)A2

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa1
  -- Subordinate Regular Bond/Debenture, Downgraded to Baa2 from
     A3

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to a
     range of (P)Baa1 to Baa1 from a range of (P)A2 to A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of (P)Baa1 to Baa1 from a range of (P)A2 to A2

  -- Senior Unsecured Shelf, Downgraded to (P)Baa1 from (P)A2

Issuer: Bear Stearns Global Asset Holdings, Ltd.

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to a
     range of (P)Baa1 to Baa1 from a range of (P)A2 to A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa1
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of (P)Baa1 to Baa1 from a range of (P)A2 to A2

Issuer: Bear, Stearns Securities Corporation

  -- Issuer Rating, Downgraded to A3 from A1
  -- Senior Unsecured Short-Term Rating, Downgraded to P-2 from
     P-1

Issuer: Bear Stearns Capital Trust III

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A3

Issuer: Bear Stearns Capital Trust IV

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A3

Issuer: Bear Stearns Capital Trust V

  -- Preferred Stock Shelf, Downgradedto (P)Baa2 from (P)A3

Issuer: Bear Stearns Finance LLC

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa1

  -- Preferred Stock Shelf, Downgraded to (P)Ba1 from (P)Baa1

Issuer: Bear Stearns Bank plc

  -- Senior Unsecured Deposit Program, Downgraded to P-2 from P-1

Issuer: Bear Stearns Caribbean Asset Holdings, Ltd.

  -- Senior Unsecured Medium-Term Note Program, Downgraded to P-2
     from P-1

Issuer: Bear Stearns Global Asset Holdings, Ltd.

  -- Senior Unsecured Medium-Term Note Program, Downgraded to P-2
     from P-1

Outlook Actions:

Issuer: Bear Stearns Bank plc

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear Stearns Capital Trust I

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear Stearns Capital Trust III

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear Stearns Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear Stearns Capital Trust V

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear Stearns Companies Inc. (The)

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear Stearns Finance LLC

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear Stearns Global Asset Holdings, Ltd.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Bear, Stearns Securities Corporation

  -- Outlook, Changed To Rating Under Review From Stable


BKF CAPITAL: Holtz Rubenstein Expresses Going Concern Doubt
-----------------------------------------------------------
Holtz Rubenstein Reminick LLP in New York raised substantial doubt
about the ability of BKF Capital Group 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 stated that the company experienced a total loss
of assets under management and as a result the company has had a
significant decline in revenues in 2007 and no longer has an
operating business.

The company continues to evaluate strategic alternatives: either
commence a new business or liquidate.  Historically, the company
has funded its cash and liquidity needs through cash generated
from operations; however, in light of the above, the company
expects that cash generated from current operations will not be
sufficient to fund operations and that the company will use its
existing working capital to fund operations.

The company posted a net loss of $5,674,000 on total revenues of
$3,601,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $47,016,000 on total revenues of $24,518,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $27,362,000
in total assets, $6,566,000in total liabilities, and $20,796,000
in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2938

                        About BKF Capital

New York City-based BKF Capital Group Inc. (OTHER OTC: BKFG.PK) --
http://www.bakerfentress.com-- does not have significant  
operations.  Previously, the company was engaged in the provision
of investment advisory and asset management services in the United
States.  It intends to merge with, acquire, or commence a business
potentially being funded by a capital raising event.  BKF Capital
Group was founded in 1907.


BLUEGRASS ABS: Moody's Cuts Ratings to C from Ba3 on Two Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded and left these notes
issued by Bluegrass ABS CDO II Ltd. on review for possible
downgrade:

Class description: $248,000,000 Class A-1 Notes Due April 2039

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

Class description: $58,000,000 Class A-2 Floating Rate Notes due
April 2039

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

Class description: $52,800,000 Class B Floating Rate Notes due
April 2039

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

In addition Moody's has downgraded these notes.

Class description: $10,000,000 Type II Composite Notes due April
2039

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

Class description: $15,000,000 Class C-1 Floating Rate Notes due
April 2039

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: C

Class description: $7,400,000 Class C-2 Floating Rate Notes due
April 2039

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BRIDGE INFORMATION: $12.5MM Payment to Arrow Is Preferential
------------------------------------------------------------
An opinion has been rendered in a proceeding Bridge Information
Systems, et. anno v. Merisel Americas, Inc. & MOCA., in favor of
Bridge Information Systems Inc., the estate of a former Global
Enterprise Computing Solutions customer that declared bankruptcy
in 2001.  The proceeding is related to sales made by the MOCA
division of ECS in 2000 and early 2001.

The administrator of the Bridge estate had sought the return of
approximately $24.0 million plus interest with respect to
allegedly preferential payments made to MOCA, a company Arrow
Electronics Inc. purchased from Merisel Americas in the fourth
quarter of 2000, shortly before Bridge declared bankruptcy.

In the opinion, the Bankruptcy Court found that a total of
$12.5 million of the payments received were preferential, and
must be returned to Bridge.

Arrow intends to continue to defend its position through post-
trial motions and an appeal if necessary.  This amount will be
accrued in the first quarter of 2008 and therefore impact the
comparability of the company's results.

                      About Arrow Electronics

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

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

                     About Bridge Information

Bridge Information Systems Inc. filed a voluntary petition for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on Feb.
15, 2001 (Bankr. E.D. Mo. Case Nos. 01-41593 through 01-41614,
inclusive).  On February 13, 2002, Judge McDonald confirmed a
chapter 11 plan of liquidation, which, among other items,
transferred ownership of the company's assets to the holders of
Bridge's secured creditors.  Thomas J. Moloney, Esq., Seth A.
Stuhl, Esq., and Kurt A. Mayr, Esq., at Cleary, Gottlieb, Steen &
Hamilton in New York served as lead counsel to Bridge in its
chapter 11 cases.  Gregory D. Willard, Esq., Lloyd A. Palans,
Esq., and David M. Unseth, Esq., at Bryan Cave LLP in St. Louis,
served as local counsel.


BROTMAN MEDICAL: Exclusive Plan Filing Period Extended to May 22
----------------------------------------------------------------
The Hon. Sheri Bluebond of the United States Bankruptcy Court for
the Central District of California extended Brotman Medical Center
Inc.'s exclusive periods to:

   a) file a Chapter 11 plan until May 22, 2008; and

   b) solicit acceptances of that plan until July 21, 2008.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
the Debtor said that it is currently evaluating some restructuring
alternatives that would provide the greatest recovery for all
creditors.

The Debtor said that it is seeking additional replacement sources
of financing to fund a plan and is in negotiation with several
lenders regarding that new financing.

Accordingly, the Debtor asked the Court additional time to
consider and explore the available opportunities and continue its
operational improvements.

                      About Brotman Medical

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of     
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  Courtney E. Pozmantier, Esq., and  Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P., The
Debtor selected Kurztman Carson Consultants LLC as its claims
agent.  The U.S. Trustee for Region 16 appointed nine creditors
to serve on a Official Committee of Unsecured Creditors in this
case.  Buchalter Nemer represents the Creditors Committee.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $1 million and $100 million.


BUILDERS FIRSTSOURCE: Poor Financial Cues Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service lowered Builders FirstSource, Inc.'s
corporate family rating to B2 from B1 and the company's second
lien floating rate notes to B3 from B2.  At the same time, Moody's
affirmed the company's speculative grade liquidity rating of
SGL-2.  The ratings outlook is negative.

These ratings and assessments have been affected:

  -- Corporate family rating, downgraded to B2 from B1;
  -- Probability of default rating, downgraded to B2 from B1;
  -- $275 million guaranteed 2nd priority senior secured floating
     rate notes due 2012, downgraded to B3 (LGD5, 77%) from B2
     (LGD4, 66%);

Speculative grade liquidity rating, affirmed at SGL-2.

The ratings downgrade reflects deterioration in the company's
financial and credit profile driven by the severe slowdown in new
home construction.  Leverage and interest coverage metrics
continue to deteriorate sharply from historically comfortable
levels.

The negative outlook reflects Moody's expectation that
homebuilding activity will continue to weaken through 2008 and
that this will place additional pressure on the company's
operating performance and cash position.  The company's 2008
EBITDA could turn negative unless Builders FirstSource is able to
aggressively slash costs.

The B2 corporate family rating is supported by the company's
position as a leading supplier and manufacturer of structural and
related building products for residential new construction in the
US, and its good liquidity position, as reflected in its SGL-2
rating.  The rating considers the company's geographic and
customer diversity.  In 2007, the company's top 10 customers,
which include many of the nation's largest homebuilders, accounted
for approximately 22% of sales.

The company's SGL-2 liquidity rating benefits from its new
$350 million borrowing base based revolving credit agreement that
it entered in December 2007.  At Dec. 31, 2007, the company had
$119 million available to borrow and had no outstanding
borrowings.  Borrowing capacity is partially utilized by
$17 million of outstanding letters of credit and by borrowing base
restrictions.  Cash on hand at Dec. 31, 2007 was $97.6 million.  
In terms of covenant compliance, Builders FirstSource has only one
affirmative covenant, the springing fixed charge coverage ratio of
1 times.  The covenant is not triggered unless the company's
liquidity, defined as cash plus borrowing availability, were to
drop below $35 million for three consecutive business days.  It is
expected to remain comfortably above this level.

Builders FirstSource, Inc., headquartered in Dallas, Texas, is
engaged in the supply and manufacture of structural and related
building products to homebuilders for residential new construction
in the United States.  Its products include prefabricated
components, windows and exterior doors, lumber and lumber sheet
goods, millwork products, and other building products and
services. Builders FirstSource, Inc. was founded as BSL Holdings,
Inc. in 1998 by former CEO John Roach and private equity firm JLL
Partners.  The company went public in June, 2005.  Revenues for
2007 were $1.6 billion.


BUILDING MATERIALS: Fitch Cuts Ratings and Removes Negative Watch
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative Building Materials Holding Corporation as:

  -- Issuer Default Rating to 'B' from 'B+';
  -- Senior secured debt to 'B+/RR3' from 'BB-/RR3'.

The Rating Outlook is Negative.

Fitch's '3' Recovery Rating on BMHC's secured term loan and
revolving credit facility indicate good (50%-70%) recovery
prospects for holders of these debt issues.  Fitch applied a
liquidation analysis for these RRs.

The downgrade on the senior secured debt applies to BMHC's
$550 million senior secured credit facilities, including the
company's $200 million secured revolving credit facility.

The ratings had been placed on Rating Watch Negative on Feb. 6,
2008 following the company's announcement that it was in
discussions with its lenders regarding a permanent amendment to
its existing syndicated credit facility.  BMHC had received a
temporary waiver of certain conditions relating to borrowing under
its revolving credit facility, which allowed the company to borrow
up to $75 million through Feb. 29, 2008.

On Feb. 29, 2008, BMHC completed the amendment to its bank credit
facilities.  The revolving credit facility was reduced from
$500 million to $200 million and the maturity of its term loan was
shortened by two years to coincide with the revolver maturity.  
The company had no borrowings under the revolver and had $88
million of availability as of Feb. 29, 2008.

The downgrades reflect the difficult U.S. housing environment,
current and expected negative trends in BMHC's operating results
and meaningful deterioration in credit metrics.  The covenants
under the amended facility were loosened to reflect the difficult
operating environment.  However, Fitch is sensitive to the
potential of the company violating financial covenants under its
amended bank credit facilities.  The possibility of the housing
downturn continuing longer and becoming deeper than currently
anticipated could increase the risk of covenant violations and
have ratings implications.

The company's financial results have been adversely affected by
the meaningful downturn in the homebuilding market, especially as
the large public builders sharply reduced production of new homes
to balance supply with demand.  BMHC's revenues fell 28.7% in 2007
while gross margins for the year declined 200 basis points to
19.4% compared to 21.4% in 2006.  Fitch is encouraged that the
margins have not declined more, given the very challenging
environment and the large public builders aggressively negotiating
lower prices with their labor and materials suppliers.  In
response to the housing downturn, BMHC is reducing capital
expenditures and is deferring discretionary capital spending,
limiting its acquisition activities and reducing SG&A expenses by
consolidating business infrastructure and optimizing its staffing
levels.

Fitch expects that BMHC's margins and credit metrics will continue
to be under pressure as the housing environment remains difficult
and is unlikely to meaningfully turn around in the current year.  
In 2008, Fitch projects that total and single family starts will
decline 22.1% and 24.8%, respectively.

Founded in 1987, BMHC is one of the largest residential
construction services and building materials companies in the
United States.  BMHC competes in the homebuilding industry through
two business segments: BMC West and SelectBuild Construction
(formerly BMC Construction).  With locations in the western and
southern United States, BMC West distributes building products and
manufactures building components for professional builders and
contractors.  SelectBuild Construction provides construction
services to high-volume production homebuilders through operations
in key growth markets across the United States.


C2 GLOBAL: Deloitte & Touche Expresses Going Concern Doubt
----------------------------------------------------------
Deloitte & Touche LLP raised substantial doubt about the ability
of C2 Global Technologies Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.

The auditor pointed to the company's recurring losses from
operations and net stockholders' capital deficiency.

The company posted a net loss of $645,000 on $0.00 revenue for the
year ended Dec. 31, 2007, as compared with a net loss of
$7,676,000 on $0.00 revenue in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,796,000 in
total assets and $2,737,000 in total liabilities, resulting in
$941,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,084,000 in total current assets
available to pay $2,737,000 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?292e

                        About C2 Global

Headquartered in Toronto, Ontario, C2 Global Technologies, Inc.,
(OTC BB: COBT.OB) -- http://www.c-2technologies.com/-- was  
incorporated in the State of Florida in 1983 under the name
"MedCross Inc." which was changed to "I-Link Incorporated" in 1997
and to "Acceris Communications Inc." in 2003.  In August 2005, the
company changed its name from to "C2 Global Technologies Inc."

C2's business is focused on licensing its patents, which include
two foundational patents in VoIP technology.  C2 plans to realize
value from its intellectual property by offering licenses to
service providers, equipment companies and end-users that are
deploying VoIP networks for phone-to-phone communications.


CAMBER 6: Moody's Slashes Ratings to C on Five Note Classes
-----------------------------------------------------------
Moody's Investors Service has downgraded ratings of seven classes
of notes issued by Camber 6 plc, and left on review for possible
further rating action ratings of two of these classes of notes.  
The notes affected by the rating action are:

Class Description: up to $487,400,000 Class A-1 Variable Funding
Floating Rate Notes Due 2043

  -- Prior Rating: Aaa
  -- Current Rating: B3, uncertain

Class Description: up to $487,400,000 Class A-2 Senior Floating
Rate Notes Due 2043

  -- Prior Rating: Aaa
  -- Current Rating: B3, uncertain

Class Description: $75,100,000 Class B Senior Floating Rate Notes
Due 2043

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

Class Description: $105,000,000 Class C Senior Floating Rate Notes
Due 2043

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

Class Description: $18,000,000 Class D Floating Rate Deferrable
Notes Due 2043

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

Class Description: $30,000,000 Class E Floating Rate Deferrable
Notes Due 2043

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

Class Description: $7,500,000 Class F Floating Rate Deferrable
Notes Due 2043

  -- Prior Rating: B2, 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 3, 2008, of an event of default caused by the
Class A/B Par Value Coverage Ratio falling below 100%, as
described in Section 5.1(d) of the Indenture dated June 28, 2006.  
This event of default is still continuing.  Camber 6 plc is a
collateralized debt obligation backed primarily by a portfolio of
RMBS securities, CDO securities and synthetic securities in the
form of credit default swaps. Reference obligations for the credit
default swaps are RMBS securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes. In
this regard the Trustee reports that a majority of the controlling
class has directed the Trustee to declare the principal of and
accrued and unpaid interest on all of the Notes to be immediately
due and payable and to terminate the Reinvestment Period.  
Furthermore, according to the Trustee, direction has been given to
dispose of all the Collateral in accordance with relevant
provisions of the transaction documents.

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


CANADIAN TRUSTS: Court Okays Application for Creditor Arrangement
-----------------------------------------------------------------
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application by The Pan-Canadian Investors Committee
for Third-Party Structured ABCP under the provisions of the
Companies' Creditors Arrangement Act establishing a procedure for
noteholder approval of the restructuring plan filed by the
Committee.

The Committee asked the Court on Monday to call a meeting of ABCP
noteholders to vote on the Committee's Plan to restructure 20 of
the trusts covered by last summer's Montreal Accord, affecting $32
billion of notes.

The Court's approval of the application, provides that the Plan be
approved by noteholders at a meeting that is expected for late
April.  If noteholders vote in favor of the Plan, a further
hearing will be held before the Court to secure its final sanction
of the Plan.

"We are delighted that Justice Campbell has approved the
initiation of this process," Purdy Crawford, chair of the
Committee, said.  "The Investors Committee believes that the CCAA
process going forward will provide a forum that ensures fairness
and provides the greatest certainty that the plan will be
implemented in a timely manner."

The Committee has filed a copy of the Plan, related Information
Statement and other documents with the Court and these documents
will be available, one finalized, on Ernst & Young Inc.'s public
website for the ABCP restructuring:

          http://www.ey.com/ca/commercialpaper/

The documents will also be mailed to noteholders in the next few
days.  Investors will receive full information on the
restructuring, including a copy of the Plan and the Information
Statement containing details on the meeting and voting process.  
The Committee will also disclose dates of informational sessions
to be held for noteholders across Canada.

The decision to file under CCAA follows a review of alternatives
by the Committee, well as its financial advisor, JPMorgan, and its
legal advisor, Goodmans LLP, to determine the effective means to
achieve a comprehensive restructuring in a timely fashion and
ensure that all noteholders have an opportunity to consider the
Plan.

"The Committee has reached an understanding on the principal
issues with all major participants in the Third-Party ABCP market
on how to address the problems that are currently plaguing this
market," Purdy Crawford, chair of the Committee, said.  "The CCAA
process provides a Court-supervised means of advancing the
Committee's plan for this comprehensive and simultaneous
restructuring of all affected ABCP, giving noteholders an equal
opportunity to vote on the Plan under a Court-approved process."

The Committee has asked the Court for permission to call a
noteholder meeting to approve the Plan.  Assuming the Court
approves this request, investors will receive full information on
the restructuring, including a copy of the Plan and the
Information Statement containing details on the meeting and voting
process.

Mr. Crawford and other representatives of the Investors Committee
will hold investor meetings with noteholders in various major
cities after these materials have been distributed.

Under CCAA provisions, the Plan must be approved by a majority of
noteholders, regardless of the size of their holdings, that vote
at the meeting, well as by noteholders representing not less than
66-2/3% of the total aggregate principal amount of affected ABCP
that vote at the meeting.  If the Plan is approved by the
noteholders at the meeting, a further hearing will be held before
the Court for its final sanction of the Plan.

"Details of the restructuring plan have now been substantially
completed," Mr. Crawford explained.  "The Committee is unanimously
supporting the Plan, and I am recommending that all noteholders
approve the Plan in order to avoid a forced liquidation of
conduits and the significant losses that would likely
ensue if the Plan were not to move forward."

         Group of Banks to Participate in Restructuring

Under the restructuring plan disclosed in December, noteholders
would benefit from an improvement in the potential for value
recovery over time, a lower risk of margin calls, investment grade
credit ratings for the vast majority of the new notes, and
improved transparency with regard to the underlying assets.

Underlying assets in affected ABCP backed by synthetic and hybrid
assets will be cross-collateralized into one of two "Master Asset
Vehicles" or "MAVs".  Certain large noteholders that have agreed
to "self insure" by contributing approximately $8.5 billion to
fund any additional margin calls associated with the pooled assets
supporting their pooled notes, will participate in "MAV1".

Noteholders that satisfy eligibility requirements will also have
the option to participate in MAV 1.  All other noteholders will
participate in "MAV 2", for which a third-party margin funding
facility will be established.  The Committee confirmed that it
has received an understanding from a group of Canadian banks on
the terms of their participation in a larger syndicate for the MAV
1 and MAV 2 required margin call facility.

Binding and non-binding understandings have now been reached for
more than 98.5% of the required margin funding facility, and the
Committee is confident it will reach firm commitments and has the
means available to satisfy any remaining shortfall.

         Motion to Appoint Ernst & Young Inc. as Monitor

The Committee has asked the Court to appoint Ernst & Young Inc. as
Monitor in the restructuring process.  Their role would include
administering the voter identification and proxy processes,
assisting with the noteholder meeting, tabulating the results of
the vote and reporting to the Court.  Broadridge Financial
Solutions has also been retained to assist in the process
by helping to identify and send materials to noteholders.

The restructuring plan has been approved by the Committee and is
supported by certain dealer bank asset providers, a number of
which will also be participating as MAV 2 lenders, and the ABCP
sponsors.

The implementation of the restructuring is subject to a number of
conditions, including execution of definitive legal documentation,
completion of due diligence, receipt of internal approvals by
dealer bank asset providers and participating Schedule I banks,
receipt of the requisite approvals of holders of ABCP and final
sanction by the Court.  A variety of consents and other approvals
will be necessary or desirable in connection with the
restructuring, including certain governmental and regulatory
approvals.

As reported by the Troubled Company Reporter yesterday, the
commercial paper was frozen in August when the Committee agreed to
a standstill agreement to restructure the market hit by the U.S.
subprime mortgage crisis.

The committee, led by the Caisse de depot et placement du Quebec,
had planned to convert the short-term paper into longer-term debt.  
However, the group missed self-imposed deadlines and failed to
present a final plan to investors holding the commercial papers on
March 14, hours before midnight when the standstill agreement was
to expire.

Protection under the Companies' Creditors Arrangement Act will
retain the standstill agreements and keep the market frozen.  It
will "provide note holders an opportunity to consider fully the
committee's proposal in an informed way," said Mr. Crawford.

Five Canadian Banks Back Funding Facility

The Committee announced in February that the Bank of Montreal,
Canadian Imperial Bank of Commerce, Royal Bank of Canada, Bank of
Nova Scotia have each agreed in principle, subject to the
satisfaction of certain conditions, to join National Bank of
Canada, certain members of the Investors Committee and certain
dealer bank asset providers, and participate as lenders in the
margin call funding facility.


CANARGO ENERGY: L J Soldinger Expresses Going Concern Doubt
-----------------------------------------------------------
L J Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy Corporation to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  

The auditor pointed reported that the company has incurred net
losses since inception and does not have sufficient funds to
execute its business plan or fund operations through the end of
2008.  

Management estimates its current cash will last through to the
third quarter 2008.  In addition, the company is restricted from
incurring additional debt obligations unless it receives
permission from its current lenders.

The company incurred net losses from continuing operations to
common stockholders of approximately $65,315,000 $54,432,000 and
$12,522,000 for the years ended Dec. 31, 2007, 2006, and 2005,
respectively.  These net losses included non-cash charges related
to depreciation and depletion, impairments, loan interest,
amortization of debt discount, extinguishment of debt and stock-
based compensation of approximately $61,936,000, $48,213,000 and
$7,175,000 for the years ended Dec. 31, 2007, 2006, and 2005,
respectively.

CanArgo Energy posted a net loss of $53,777,214 on total sales of
$7,208,666 for the year ended Dec. 13, 2007, as compared with a
net loss of $60,540,851 on total sales of $6,526,660 in the prior
year.

In the years ended Dec. 31, 2007 and 2006, the company's revenues
from its Georgian operations did not cover the costs of its
operations.  At Dec. 31, 2007, the company had unrestricted cash
and cash equivalents available for general corporate use or for
use in the Georgian operations of about $6,869,000.  In 2007, the
company experienced a net cash outflow from operations of about
$1,800,000 in Georgia.  

In addition, the company has a planned capital expenditure budget
in 2008 of about $12,000,000 in Georgia.  The exploration and
development wells currently undergoing or waiting to undergo
production testing in Georgia currently do not produce enough
commercially available quantities of oil and or gas and the
company will not have sufficient working capital and may have to
delay or suspend its capital expenditure plans and possibly make
cutbacks in its operations.

At Dec. 31, 2007, the company's balance sheet showed $59,552,077
in total assets, $19,423,727 in total liabilities, and $38,008,820
in stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $8,172,654 in total current assets
available to pay $7,457,998 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?2937

                        About CanArgo Energy

CanArgo Energy Corporation (AMEX: CNR) -- http://www.canargo.com
-- acquires, explores, develops, produces, and markets crude oil
and natural gas primarily in Georgia and the Republic of
Kazakhstan.  The company's properties include the Ninotsminda
Field covering approximately 3,276 acres located approximately 25
miles north east of the Georgian capital, Tbilisi; and the Kyzyloi
Gas Field covering an area of approximately 70,919 gross acres and
Akkulka block in Kazakhstan.  As of Dec. 31, 2006, it had proved
developed and undeveloped gross reserves of 3.379 million barrels
of oil and 2.808 billion cubic feet of gas.  The company was
founded in 1971 and is headquartered in St. Peter Port, British
Isles.


CARLYLE CAPITAL: Proceeds with Liquidation of Remaining Assets
--------------------------------------------------------------
Carlyle Capital Corporation Limited will now move forward with its
winding up and liquidation application.  During a compulsory
winding up, all remaining CCC assets will be liquidated by a court
appointed liquidator in a timely and orderly manner.

The company's board of directors had recommended that Class A
shareholders vote in favor of a compulsory winding up proceeding
under the Companies Law in Guernsey.  The shareholder approval
process was completed on March 16, 2008, with Class A shareholders
voting unanimously in favor of a compulsory winding up proceeding
under the Companies Law in Guernsey.

As expected, the company received default notices from its
remaining two lenders and it believes that its lenders have now
taken possession of substantially all of its U.S. government
agency AAA-rated residential mortgage-backed securities (RMBS).  
As a result, the company believes its liabilities exceed its
assets.

The recommendation was made by the board following extensive
analysis of the company's prospects and careful consideration of
other options for continuing the business.  The company will work
with the court appointed liquidator to ensure an orderly
realization of assets and their subsequent distribution.

The company will provide updates as appropriate at its Web site at
http://www.carlylecapitalcorp.com/

              Unable To Reach Agreement With Lenders

On March 12, 2008, Carlyle Capital said that although it has been
working diligently with its lenders, the company has not been able
to reach a mutually beneficial agreement to stabilize its
financing.  The company expects that its lenders will promptly
take possession of substantially all of the company's remaining
assets.

The only assets held in the company's portfolio as of March 16,
2008, are U.S. government agency AAA-rated residential mortgage-
backed securities (RMBS).  The company received margin calls in
excess of $400 million and as the company was unable to pay these
margin calls, its lenders proceeded to foreclose on the RMBS
collateral.  In total, through March 12, the company has defaulted
on approximately $16.6 billion of its indebtedness.  The remaining
indebtedness is expected soon to go into default.

The company explored a variety of proposals with its lenders in an
attempt to refinance its portfolio on sustainable terms.  The
Carlyle Group participated actively in those negotiations and was
prepared to provide substantial additional capital if a successful
refinancing could be achieved.  Negotiations deteriorated late on
March 12 when, among other things, the pricing service utilized by
certain lenders reported a drop in the value of the RMBS
collateral that is expected to result in additional margin calls
of approximately $97.5 million.

Overall, it has become apparent to the company that the basis on
which lenders are willing to provide financing against the
company's collateral has changed so substantially that a
successful refinancing is not possible.

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 TCR stated on March 14, 2008, that Carlyle Capital's lenders
intend to seize the hedge fund's assets after deals calling for
standstill agreements with lenders fell through.

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 commented.  Debt
that will remain at Carlyle will "soon" default.

                      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.


CCI OF WEST PALM: Gets $15 Mil. Offer, Defers Auction to April 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
deferred the auction of 19 T.G.I. Friday's restaurants located in
Florida and New York to April 14, 2008, to give way to a newly
signed contract between franchisee CCI of West Palm Beach Inc. and
a buyer offering $15 million for the restaurants, Bill Rochelle of
Bloomberg News reports.  The auction was originally scheduled for
Feb. 26, 2008.

CCI if accepting other bids until April 8.  A sale approval
hearing will be on April 16.

Based in West Palm Beach, Florida, CCI of West Palm, Inc. is a
T.G.I Friday's franchisee.  The company and its debtor-affiliates
filed for Chapter 11 protection on Aug. 19, 2007 (Bank. S.D. Fla.
Case No. 07-16604).


CHARLES MITCHELL: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Charles Edward Mitchell
        3636 East Indigo Circle
        Mesa, AZ 85205

Bankruptcy Case No.: 08-0255

Chapter 11 Petition Date: March 13, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Paul Sala, Esq.
                     (psala@asbazlaw.com)
                  Thomas H. Allen, Esq.
                     (tallen@asbazlaw.com)
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 North Central Avenue, Suite 1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  http://www.asbazlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Douglas R. Fielding            judgment              $230,569
Attention: Wright & Associates
1201 South Alma School Rod,
Suite 3500
Mesa, AZ 85210

Charles & Lena Mitchell        personal loans        $198,816
3636 East Indigo Circle
Mesa, AZ 85205

Daniel Barrios                 judgment              $109,390
Attn: Brent H. bryson, Esq.
1819 East Southern Avenue
Mesa, AZ 85204

USAA Federal Savings Bank      credit line           $24,941
10750 McDermott Fwy
San Antonio, TX 78288-0509

GECCCC                         Solar heater; value   $6,250
P.O. Box 960061                of security: $6,000
Orlando, FL 32896-0061


CHENIERE ENERGY: S&P Holds 'B' Rating with Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on
liquefied natural gas project developer Cheniere Energy Inc.
following its annual review.  The outlook is stable.  The company
had approximately $2.76 billion of total debt outstanding as of
December 2007.
     
The 'B' corporate credit rating reflects Cheniere's vulnerable
business risk profile and highly leveraged financial risk profile.   
The business profile score reflects Cheniere's status as a start-
up LNG project developer with substantial execution and financing
risks.  Moreover, while Cheniere is a leader in the development of
LNG re-gasification terminals in the U.S. and its business
strategy is currently focused on the development of its three
wholly-owned proposed terminals, the business profile also
reflects management's opportunistic pursuit of other business
lines that include other parts of the LNG value chain.  These
endeavors include LNG marketing and pipeline projects related to
the LNG terminals, while the company maintains a minor presence in
the natural gas exploration and production business.
     
The stable outlook is based on the company's current unrestricted
cash balance, which is adequate to meet current interest payments.   
It also assumes that Cheniere will continue to implement its
current strategy with potentially strong demand for natural gas
and LNG supply, which provides an incentive to not invest in other
businesses.  Ratings could be lowered if the company's
unrestricted cash balance declines from current levels quicker
than expected, if incremental debt is issued, or if additional
shares of its common stock are repurchased with cash on hand.  
Upgrade potential is not likely in the near term unless Cheniere
markedly improves its business and financial risk and Cheniere
Marketing is able to produce significant incremental cash flows
for Cheniere to eliminate its parent level debt.


CIGNA CORPORATION: Moody's Affirms (P)Ba1 Preferred Stock Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a P-2 rating with a stable
outlook to CIGNA Corporations' 4(2) commercial paper program.  The
new program replaces CIGNA's 3(a)(3) program, which had been in
existence since 1982.  The P-2 rating on the existing program is
being withdrawn.

Since the commercial paper program's inception in 1982, the
company has had Board of Directors' authority to issue as much as
$1.2 billion of commercial paper.  However, the company's policy
is to only issue commercial paper in an amount that does not
exceed its bank back-up lines less the amount allocated for
letters of credit.  As of Dec. 31, 2007, CIGNA had a bank line of
credit totaling $1.75 billion with $1.25 billion allocated for
letters of credit to support reinsurance arrangements associated
with obligations of subsidiaries.  Therefore, $500 million is
actually available for commercial paper. The size of CIGNA's new
commercial paper program is $500 million.

The purpose of CIGNA's commercial paper program is to provide
liquidity and to facilitate the investment process; however, the
program has had very limited use in recent years.  Moody's expects
that CIGNA will issue commercial paper over the next few months as
part of the funding of the pending Great-West acquisition.

Moody's last rating action on CIGNA occurred on Nov. 27, 2007,
when the rating agency affirmed CIGNA's ratings and positive
outlook.

These ratings were affirmed with a positive outlook:

CIGNA Corporation -- senior unsecured debt rating at Baa2;
prospective senior unsecured debt shelf rating at (P)Baa2;
prospective subordinated debt shelf rating at (P)Baa3; prospective
preferred stock shelf rating at (P)Ba1;

  * Connecticut General Life Insurance Company -- insurance
    financial strength rating at A2;

  * The Life Insurance Company of North America -- insurance
    financial strength rating at A2.

These rating was assigned with a stable outlook:

  * CIGNA Corporation -- short-term debt rating for commercial
    paper at Prime-2.

CIGNA Corporation, headquartered in Philadelphia, Pennsylvania,
provides employee benefits, including health care products and
services, and group disability, life and accident insurance
throughout the United States.  It also provides life, accident,
health and expatriate employee benefits insurance coverage in
selected international markets, primarily in Asia and Europe.  For
the full year 2007, the company reported consolidated GAAP
revenues of approximately $17.6 billion and shareholders' equity
at December 31, 2007 was approximately $4.7 billion.  Total
medical membership as of December 31, 2007 was approximately 10.2
million medical members.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


CLEBURNE & TM: Investors Ink Tentative Settlement Agreement
-----------------------------------------------------------
Business partners Denis Engel and Tom Morris, who are suing each
other, have reached a tentative settlement agreement last week,
Matt Smith writes for the Cleburne Times Review.

Under the settlement, Mr. Engel will continue to own Six Flags
mall in Arlington and Sunrise Mall in Corpus Christi while Mr.
Morris will own Nolan River Mall, Times Review relates.

The settlement is subject to the dismissal of a chapter 11 case
filed against Nolan River in Feb. 22, 2008, report says, citing
Marvin Sprouse, Esq., representing Mr. Engel.

Mr. Morris, the report notes, filed for bankruptcy protection
following a lawsuit filed by Mr. Engel asserting mismanagement of
Nolan River and other assets.  Mr. Engel also requested a third
party to take over Nolan River's business, Times Review reveals.

Despite the bankruptcy, Nolan River remains open, report adds.

The bankruptcy of Cleburn & TM LP, aka Nolan River Mall, was
published by the Troubled Company Reporter on Feb. 28, 2008, under
its Thursday Column, "Chapter 11 Cases with Assets & Liabilities
Below $1,000,000".  Contrary to Times Review's report, the TCR  
stated that Cleburn & TM filed for chapter 11 on Feb. 21, 2008
(Bankr. N.D. Ill. Case No. 08-04130) based on court filings.


COMM INTELLIGENCE: GHP Horwath Expresses Going Concern Doubt
------------------------------------------------------------
GHP Horwath PC in Denver, Colorado, raised substantial doubt about
the ability of Communication Intelligence Corporation to continue
as a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's significant recurring operating losses and
accumulated deficit.

The company posted a net loss of $3,399,000 on total revenues of
$2,145,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $3,286,000 on total revenues of $2,342,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $6,475,000 in
total assets, $2,694,000 in total liabilities, and $3,781,000 in
stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $1,731,000 in total current assets
available to pay $2,598,000 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?293a

                 About Communication Intelligence

Communication Intelligence Corporation (OTC BB: CICI.OB) --
http://www.cic.com-- and its joint venture, Communication  
Intelligence Computer Corporation, engage in the development and
marketing of electronic signature solutions and biometric
signature verification for business process automation in the
financial industry worldwide.  The company also supplies natural
input/text entry software for handheld computers and smartphones.  
It supplies its core technologies in two categories, Transaction
and Communication Enabling Technologies, and Natural Input
Technologies.  The company's products include SignatureOne that
enables capture of electronic and digital signatures in various
application environments; iSign, a suite of application
development tools for electronic signatures, biometric signature
verification, and cryptography for custom developed applications
and Web-based development; Sign-it multi-modal electronic
signature software for common applications including Microsoft
Word, Adobe Acrobat, AutoDesk AutoCAD, Web-based applications
using HTML, XML, and XHTML, and custom applications for .NET, and
C#; and Jot multi-lingual handwriting recognition software.  It
offers its products to enterprises, integration/channel partners,
and original equipment manufacturers.  Communication Intelligence
Corporation was founded in 1981 and is headquartered in Redwood
Shores, Calif.


CRF-19 LLC: S&P Puts 'BB' Preliminary Rating on $4.5MM Cl. D Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CRF-19 LLC's $62.07 CRF USA community reinvestment
revenue notes series 19.
     
The preliminary ratings are based on information as of March 14,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit enhancement consisting
of overcollateralization, subordination, an interest reserve
account, and excess spread.  The ratings are also based on
Community Reinvestment Fund Inc.'s demonstrated servicing ability.  
This securitization is a pool of small business development loans
that are not insured or guaranteed by any governmental agency.
     
   
                   Preliminary Ratings Assigned
                           CRF-19 LLC
   
             Class             Rating          Amount
             -----             ------          ------
             A-1               AAA           $15,710,000
             A-2               AAA           $15,710,000
             A-3               AAA           $15,710,000
             B                 A              $4,970,000
             C                 BBB            $3,100,000
             D                 BB             $4,500,000
             E                 B              $2,370,000
             F                 NR             $2,500,000
             G                 NR             $3,580,000


                        *NR  -- Not rated.


CYGNAL TECHNOLOGIES: Court OKs CCAA Joint Plan of Arrangement
-------------------------------------------------------------
The Ontario Superior Court of Justice granted an application by
Cygnal Technologies Corp. for proceedings pursuant to the
Companies' Creditors Arrangement Act.  The Order approves and
sanctions the joint plan of arrangement and reorganization dated
Jan. 29, 2008, of Cygnal, Cygnal Technologies Ltd. and Accord
Communications Ltd. and provides for its implementation.  

The order was amended by a technical amendment to the plan to
provide, in effect, that actions to be taken under the plan by a
subsidiary of Laurus Master Fund Ltd. may instead be taken by
another entity designated by Laurus Master Fund Ltd.

Assuming all pre-conditions to the Amended Plan implementation
have been met, the Amended Plan is to take effect on the first
moment on the date upon which the certificate of amendment is
issued under the Ontario Business Corporations Act in respect of
the articles of reorganization of Cygnal to be filed by Cygnal in
accordance with the Amended Plan.

It is anticipated that the Amended Plan will be implemented and
become effective on April 1, 2008.  The Order follows the approval
of the joint plan of arrangement and reorganization dated Jan. 29,
2008 by the Applicants' affected creditors on March 7, 2008.

The Amended Plan provides that the Creditors with proven claims
will receive cash and, if applicable, promissory notes in
compromise and settlement of their claims and provides for the
reorganization of the capital of Cygnal in accordance with the
provisions of articles of reorganization that are a schedule to
the Amended Plan.

On the plan implementation date, pursuant to the terms of the
Amended Plan and the articles of reorganization of Cygnal, all of
the issued and outstanding shares of Cygnal will be converted into
redeemable shares, which will be automatically redeemed and
canceled, and rights associated with outstanding options and
warrants will be extinguished without, in effect, payment of any
consideration.

Cygnal's directors have passed a resolution authorizing the
delisting of Cygnal's common shares from the TSX, which is
expected to occur on or about the implementation date of the
Amended Plan.  Upon implementation of the Amended Plan, a new
class of common shares will be issued to a newly created affiliate
of Laurus Master Fund Ltd. and this entity will become the sole
shareholder of Cygnal.

This Order also provides that the stay of proceedings against the
Applicants and their property has been extended from March 21,
2008, to the earlier of the implementation date of the Amended
Plan and April 15, 2008.

                   About Cygnal Technologies

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


DEATH ROW: Resolves Adversary Feud with Tupar Shakur Estate
-----------------------------------------------------------
R. Todd Neilson, the Chapter 11 trustee of music label Death Row
Records Inc., resolved all litigation brawls with the
administrators of the Tupac Shakur Estate, following negotiations
that started in October 2007, Bill Rochelle of Bloomberg News
reports.

The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on April 8, 2008, to approve the settlement
agreement between the parties.

As reported in the Troubled Company Reporter on July 27, 2007,
Afeni Shakur, mother of the late rapper Tupac Shakur, filed an
adversary complaint with the Court against the Debtor.  Ms. Shakur
hoped to stop the Debtor from including unreleased songs of Tupac
in a bankruptcy sale.  Donald N. David, Esq., general counsel for
Amaru Entertainment and co-administrator of the Tupac Shakur
Estate, argued that the Debtor violated a 1997 Death Row
Agreement, stating that all unreleased songs physically housed in
the data vaults at Death Row Records, would become the rightful
property of the Tupac Shakur Estate.  Mr. David disclosed that the
Estate's administrators were surprised that a bankruptcy court
assessment of Death Row's assets revealed an album's worth of
unreleased songs of Tupac being herald to potential buyers.

Mr. Rochelle suggests that the settlement agreement details which
of Mr. Shakur's unreleased songs is owned by the Debtor and which
are not.  According to the pact, Tupar Shakur's new album will be
allowed to be released and the administrators will forget their
$2.2 million claim against the Debtor but will instead get
$100,000.  The settlement agreement also provides for the formula
of the royalties the Tupac Shakur Estate will get from the album's
sales.

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as Chapter 11 Trustee for the Debtors' estate.
When the Debtors filed for protection from their creditors,
they listed total assets of $1,500,000 and total debts of
$119,794,000.


DELPHI CORP: Court Approves Denso Corp. Settlement Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted the request of Delphi Corp. and its debtor-affiliates to
enter into a settlement agreement with Denso Corp.

The DENSO Settlement resolves the parties' dispute pertaining to
certain patent rights and other forms of intellectual property,
Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
tells the Court.

The Debtors employ variable-valve timing technology to enhance
the performance of engines by adjusting the timing of the opening
and closing of engine valves according to environmental and
performance conditions.  The Debtors' cam phaser VVT technology
uses a camshaft that varies the timing of the valves through an
extra joint that allows irregularly shaped valve-actuating cams
on the camshaft to be rotated to varying positions relative to
the position of the crankshaft.  In 2005, the Debtors introduced
a new family of cam phaser VVT products that feature axial
locking pins to prevent unwanted slippage of camshaft joints.

In July 2005, DENSO sent correspondence to the Debtors asserting
that certain features in the Debtors' cam phaser VVT products
infringed on its patents.  DENSO subsequently filed Claim Nos.
12339, 12340, and 12341 against the Debtors as unsecured non-
priority claims for $697,778 each.

The Debtors objected to the DENSO Claims.

The Settlement was a product of due diligence and extensive arm's-
length negotiations.

The DENSO Settlement authorizes the Debtors to use the Delphi VVT
technology pursuant to a license agreement with DENSO.  The
Debtors agree to pay DENSO a royalty based upon the sales of
products containing the Delphi VVT technology.

In exchange, DENSO agrees to withdraw the DENSO Claims.

The DENSO Settlement will avoid the risks and costs involved in
litigating the DENSO Claims, Mr. Berger relates.  The Debtors
aver that the Settlement is fair and reasonable and in the best
interests of their estates and creditors.

The Debtors have sought and obtained the Court's permission to
file the DENSO Settlement under seal.  Copies of the Settlement
will only be provided to the U.S. Trustee and counsel to the
statutory committees.

The financial and other terms of the DENSO Settlement are
commercially sensitive and their disclosure could harm the
Debtors' position in the marketplace, Mr. Berger explains.

                       About Delphi Corp.

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

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

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

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

                           *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Standard & Poor's Ratings Services still expects to assign a 'B'
corporate credit rating to Delphi Corp. if the company emerges
from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because
changes to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

  -- The $1.7 billion "first out" first-lien term loan B-1 is
     expected to be rated 'BB-' (two notches higher than the
     expected corporate credit rating on Delphi), with a '1'
     recovery rating, indicating the expectation of very high
     (90%-100%) recovery in the event of payment default.

  -- The $2 billion "second out" first-lien term loan B-2 is
     expected to be rated 'B' (equal to the corporate credit
     rating), with a '4' recovery rating, indicating the
     expectation of average (30%-50%) recovery in the event of
     payment default.

  -- The $825 million second-lien term loan is expected to be
     rated 'B-' (one notch lower than the corporate credit
     rating), with a '5' recovery rating, indicating the
     expectation of modest (10%-30%) recovery in the event of
     payment default.

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


DELPHI CORP: Court Allows Plan Investors' New EPCA Interpretation
-----------------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York denied Delphi Corp. and its debtor-
affiliates' request that the Court reject the Appaloosa Management
L.P.-led Plan Investors' interpretation of the parties' New Equity
Purchase and Commitment Agreement in connection with General
Motors Corp.'s increased participation in the syndication of the
Debtors' exit facility.

Judge Drain also denied Plan Investor A-D Acquisition Holdings,
LLC's request to vacate the March 5, 2008 Court order directing
the Plan Investors to show cause as to why the Debtors' request
should not be granted.

Judge Drain determined that GM's agreements in connection with
the Debtors' proposed revision to their Exit Financing were
prohibited by the New EPCA, Appaloosa noted in a regulatory
filing with the U.S. Securities and Exchange Commission.  The
Court, according to Appaloosa, also determined that it would
require an evidentiary hearing conducted pursuant to the
adversary proceeding rules to decide the other issues raised by
the parties, including whether the changes reflected by the
Revised Exit Financing were also prohibited by the New EPCA.  
Those changes include the reduction in the aggregate amount of
the Exit Financing from $6,800,000,000 to $6,100,000,000.

ADAH filed a redacted version of its response to the Debtors'
request, as authorized by the Court, on March 11, 2008.  The Plan
Investor contended that the action is a "regrettable
manifestation of Delphi's conviction that, notwithstanding the
present dispute, no viable path to emergence exists and Delphi
may need to remain in the protective cloak of Chapter 11 while
the domestic credit markets remain troubled."  ADAH also asserted
that Delphi is only seeking rights and remedies that it was
unable to obtain in negotiations with the Plan Investors many
months ago.  It is entitled to rely on the hard-fought
contractual rights embedded in the deal that it negotiated with
Delphi, ADAH argued.

On behalf of ADAH, Douglas P. Baumstein, Esq., at White & Case
LLP, in New York, contended that despite the Plan Investors'
willingness to maintain flexibility and provide concessions when
operating in a consensual setting, the Debtors have dragged the
parties into a contested federal judicial proceeding.  "The
demarcation between the conference room and the Courtroom must be
maintained.  There is a contract here, governed by New York law,
that establishes distinct rights, rules, and remedies, and the
Court must interpret those rules within the confines of law."

The New EPCA is not without a history, Mr. Baumstein reminded the
Court.  Each provision, he said, had a genesis in a detailed
course of events.  He argued that the Debtors may not divorce any
context from the genesis of the New EPCA, especially the parties'
agreement that, even in the worst case scenario, each would be
exposed solely to a capped quantum of damages for any breach of a
performance obligation.

The central problem with the Debtors' request is its skewed
premise that litigation can lead to an effective date closing,
Mr. Baumstein asserted.  "This proceeding cannot fix the credit
markets, cannot make Delphi a viable candidate for exit from
Chapter 11, cannot convince either side that their subjective
beliefs underlying the deal are somehow invalid and cannot reform
the parties' objective contractual arrangements . . . [N]othing
about a Court award of damages at some point in the future will
ab initio make a closing occur or allow Delphi to exit."

As of March 12, 2008, the Appaloosa Plan Investors may be deemed
to beneficially own 125,739,448 shares of Delphi common stock,
representing 22.31% of all outstanding Delphi shares.

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

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

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

(Delphi Bankruptcy News, Issue No. 118; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)          

                           *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Standard & Poor's Ratings Services still expects to assign a 'B'
corporate credit rating to Delphi Corp. if the company emerges
from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because
changes to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

  -- The $1.7 billion "first out" first-lien term loan B-1 is
     expected to be rated 'BB-' (two notches higher than the
     expected corporate credit rating on Delphi), with a '1'
     recovery rating, indicating the expectation of very high
     (90%-100%) recovery in the event of payment default.

  -- The $2 billion "second out" first-lien term loan B-2 is
     expected to be rated 'B' (equal to the corporate credit
     rating), with a '4' recovery rating, indicating the
     expectation of average (30%-50%) recovery in the event of
     payment default.

  -- The $825 million second-lien term loan is expected to be
     rated 'B-' (one notch lower than the corporate credit
     rating), with a '5' recovery rating, indicating the
     expectation of modest (10%-30%) recovery in the event of
     payment default.

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


DELPHI CORP: Completes Rights Offering for 62,707,305 Shares
------------------------------------------------------------
Delphi Corp.'s registration statement regarding subscription
rights and warrants to purchase shares of common stock in
Reorganized Delphi became effective on March 11, 2008.

Prior to the Effective Date of its confirmed Plan of
Reorganization, Delphi will initiate a sale and offer of
subscription rights to purchase up to 62,707,305 of Reorganized
Delphi common stock.

After the Effective Date of the Plan, Reorganized Delphi will
sell warrants to purchase up to 15,384,616 shares of the
company's common stock.  The warrants are immediately exercisable
from and after the date of issuance until the six-month
anniversary of the date of issuance.

A full-text copy of Delphi's Registration Statement filed with
the U.S. Securities and Exchange Commission is available at:

                http://ResearchArchives.com/t/s?2944
                         
                         Rights Offering

The Rights Offering is comprised of a Par Rights Offering and a
Discount Rights Offering.

Under the Par Rights Offering, each holder of Delphi common stock
will receive, for each 26 shares of common stock owned of record
at 5:00 p.m., New York City time, on Jan. 17, 2008, one
nontransferable right to purchase one share of Reorganized Delphi
common stock for $59.61 in cash.  Fractional par rights will not
be issued.

Under the Discount Rights Offering, holders of allowed General
Unsecured Claims, Section 510(b) Note Claims, Section 510(b)
Equity Claims, or Section 510(b) ERISA Claims, as those claims
are defined in the Plan, will receive, for each $99.07 of their
claim, one transferable right to purchase one share of
Reorganized Delphi common stock for $38.39 in cash.

To the extent that Delphi's provisional claim allowance or
estimation results in a particular claimholder receiving more
discount rights than what the claimholder should have received
based on the ultimate allowed amount of its claim, and those
excess discount rights are transferred or exercised, Delphi, in
its sole discretion:

   (a) will withhold an amount of Reorganized Delphi common stock
       equal to the value of the Excess Discount Rights from the
       Overpaid Eligible Holder's ultimate distribution; or

   (b) require the Overpaid Eligible Holder to return the value
       of the Excess Discount Rights.

To the extent Delphi's provisional claim allowance or estimation
results in a particular claimholder receiving fewer discount
rights than it should have received based on the ultimate allowed
amount of its claim, no subsequent adjustment will be made in
respect of the claimholder's Claim.

Each discount right entitles a claimholder who fully exercise its
basic subscription privilege to subscribe, prior to the
expiration date of the Discount Rights Offering, for additional
shares of Reorganized Delphi common stock at an exercise price of
$38.64 per full share.  If an insufficient number of shares are
available to fully satisfy Oversubscription Privilege requests,
the available shares, if any, will be allocated pro rata among
the applicants.  If there is a pro rata allocation of the
remaining shares and an applicant receives an larger allocation
than it subscribed for under its Oversubscription Privilege,
Reorganized Delphi will issue the number of shares subscribed and
allocate the remaining shares pro rata among the remaining
applicants.

There is no Oversubscription Privilege in the Par Rights Offering.

The Par Rights and Discount Rights will expire at 5:00 p.m., New
York City time, on March 31, 2008.

Appaloosa Management L.P. and the other Plan Investors have
agreed to backstop the Discount Rights Offering, on the terms and
subject to the conditions of their New Equity Purchase and
Commitment Agreement with the Debtors.  Pursuant to the Backstop
Agreement, the Plan Investors will purchase, for the $38.39 in
cash per full share, any shares that are not purchased pursuant
to the exercise of Discount Rights.

The Plan Investors' Backstop Agreement does not apply to the Par
Rights Offering.  If all of the Par Rights are not exercised in
the Par Rights Offering, the remaining shares of Reorganized
Delphi common stock will be issued to certain creditors in
partial satisfaction of their claims.

                         Use of Proceeds

The Rights Offering is conducted to raise a portion of the funds
necessary to consummate the Plan, Rodney O'Neal, Delphi Corp.'s
chief executive officer and president, related in Delphi's
Registration Statement.

On the Effective Date of the Plan, all existing shares of
Delphi's common stock, and any options, warrants, rights to
purchase shares of Delphi common stock or other outstanding
equity securities will be canceled.  On or shortly after the
Effective Date, Reorganized Delphi will make the distributions
provided for in the Plan, including issuing the shares of new
common stock for which Par Rights and Discount Rights are
exercised in the Rights Offerings.

On the Effective Date, Reorganized Delphi will have up to
160,124,155 shares of common stock outstanding assuming:

   (1) the conversion of up to 35,381,155 shares of Convertible
       Preferred Stock;

   (2) no exercise of Par Rights and exercise in full of Discount
       Rights or the Plan Investors' Backstop Agreement regarding
       the Discount Rights Offering;

   (3) the exercise in full of six-month warrants, seven-year
       warrants and ten-year warrants that are initially
       exercisable for the purchase of up to 25,113,275 shares of
       Reorganized Delphi common stock; and

   (4) the issuance of 17,237,418 shares of Reorganized Delphi
       common stock to creditors in respect of Trade and Other
       Unsecured Claims, aggregating approximately
       $1,310,000,000.

Assuming that all Par Rights are exercised, Delphi anticipates
receiving up to $2,900,000,000 in gross proceeds from the Rights
Offerings before deducting fees, including the Plan Investors'
backstop commitment fee, and expenses related to the rights
offerings:

   * $1,600,000,000 from the Discount Rights Offering; and

   * $1,300,000,000 from the Par Rights Offering.

If any shares of Reorganized Delphi common stock are purchased
pursuant to the exercise of Oversubscription Privileges in the
Discount Rights Offering, Reorganized Delphi will receive
additional gross proceeds of $0.25 per Oversubscription Privilege
share, Mr. O'Neal disclosed.

Delphi intends to use the net proceeds from the Rights Offering
to make payments and distributions contemplated by the Plan and
for general corporate purposes.  The net proceeds from the
Discount Rights Offering will be used for general corporate
purposes, Mr. O'Neal elaborated.   On the other hand, the net
proceeds from the Par Rights Offering will be used to (i) satisfy
certain liquidity requirements and claims asserted by the
Debtors' labor unions; (ii) reduce the amount of preferred stock
distributed to General Motors Corp.; and (iii) partially satisfy
certain unsecured creditors' claims.

As of March 10, 2008, the Appaloosa Plan Investors and their
affiliates beneficially owned 125,739,448 shares, or 22.3%, of
Delphi's existing common stock.

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

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

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

(Delphi Bankruptcy News, Issue No. 118; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)          

                           *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Standard & Poor's Ratings Services still expects to assign a 'B'
corporate credit rating to Delphi Corp. if the company emerges
from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because
changes to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

  -- The $1.7 billion "first out" first-lien term loan B-1 is
     expected to be rated 'BB-' (two notches higher than the
     expected corporate credit rating on Delphi), with a '1'
     recovery rating, indicating the expectation of very high
     (90%-100%) recovery in the event of payment default.

  -- The $2 billion "second out" first-lien term loan B-2 is
     expected to be rated 'B' (equal to the corporate credit
     rating), with a '4' recovery rating, indicating the
     expectation of average (30%-50%) recovery in the event of
     payment default.

  -- The $825 million second-lien term loan is expected to be
     rated 'B-' (one notch lower than the corporate credit
     rating), with a '5' recovery rating, indicating the
     expectation of modest (10%-30%) recovery in the event of
     payment default.

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


DELPHI CORP: Moody's Holds (P)B2 Rating on $3.7-Bil. Term Loans
---------------------------------------------------------------
Moody's Investors Service affirmed Delphi Corporation's Corporate
Family Rating of (P)B2 but revised the rating on the company's
$3.7 billon of first lien term loans.  Moody's also affirmed
Delphi's (P)B3 rating on the company's proposed $825 million of
second lien term loans and its Speculative Grade Liquidity rating
of SGL-2.

The actions follow revisions to Delphi's financing arranged for
its planned emergence from Chapter 11 bankruptcy protection.  
While the total amount of the first lien term loan is unchanged
at $3.7 billion, it will now be separated into a senior tranche
("B-1") for $1.7 billion, and a junior tranche ("B-2") for
$2.0 billion which an affiliate of General Motors Corporation will
hold as consideration as part of GM's emergence claims.

Moody's upgraded the rating on $1.7 billion of the more senior B-1
tranche to (P)Ba2 from (P)Ba3 (the rating applies to both the
domestic portion of $1.5 billion (previously $2.95 billion), and
the equivalent of $0.2 billion to its European subsidiary borrower
(previously the equivalent of $0.75 billion)).  Moody's assigned a
rating of (P)B2 to the B-2 tranche.  The outlook is stable.

Moody's assigned prospective ratings to Delphi's emergence
financing on Jan. 14, 2008.  Those facilities were launched on a
"best efforts" basis.  In response to challenging credit markets,
certain provisions to the earlier structure have been revised.  GM
will now receive a lower amount of cash at the time of Delphi's
emergence and will accept Delphi notes.  An affiliate of GM has
agreed to accept $2.0 billion of notes under the B-2 tranche whose
principal will be junior in a bankruptcy waterfall to claims of
the B-1 tranche.  The amount of cash GM will receive will depend
upon amounts raised from market sources of the second lien term
loan issuance but will be at least $175 million.  The first $75
million obtained from market sources from the second lien term
loan would be retained by Delphi.  GM would be paid any amounts
received above $75 million.  To the extent that market sources
subscribe to less than $825 million, GM would accept the remainder
of the notes as reimbursement.

Pricing and certain other provisions have also been altered from
the earlier structure.  While lending margins have been increased
from previous levels, LIBOR rates to which those margins would be
added have materially declined in response to actions taken by the
Federal Reserve Bank.  As a result, Delphi anticipates that its
prospective interest expense post emergence will be slightly less
than earlier expectations, but it has agreed to a floor on LIBOR
and would be exposed to any increases in LIBOR above the floor to
the extent it has not hedged that exposure.

Delphi's operating performance in the final quarter of 2007
exceeded levels in its approved Plan of Reorganization, and, on a
pro forma basis, it would expect to emerge with slightly more
consolidated cash balances than previously contemplated.  While
such trends are encouraging, prospects for North American
automotive production in 2008 have dimmed as macro-economic
factors have increased uncertainty on consumer expenditures on
durable goods such as automobiles.  Should North American
production volumes decline as a result, operating profitability
would likely diminish and could offset any assumption of
incremental performance based on recent experience.  In Moody's
view, there has been no material change in Delphi's prospective
aggregate indebtedness, interest expense or cash flows from
previous expectations.  As a result, Moody's affirmed the (P)B2
Corporate Family Rating since many key metrics remain consistent
with the B2 rating category.

The (P)B2 CFR reflects the magnitude of the company's indebtedness
upon emergence, weak but improving coverage over the intermediate
term as the anticipated benefits of restructuring initiatives take
hold, and the absence of free cash flow in its initial year after
emergence.  The rating recognizes substantial improvements in the
company's cost structure and operational efficiencies achieved
during its period of bankruptcy re-organization and ongoing
benefits from its global scale and manufacturing footprint.   
However, the rating also considers the extent of the company's
exposure to General Motors Corporation's North American
operations.  While GMNA exposure has significantly declined, it
will continue as the largest individual component in the customer
base, leaving Delphi vulnerable to any further reduction in GM's
production volumes or market share in this critical region.

Delphi's strengths include its geographic diversification, and
large book of long term contracts to supply components for various
vehicle platforms.  The company will have significantly reduced
its legacy liabilities through the bankruptcy process, shed
unprofitable operations, and identified other initiatives that
should improve its operating cost structure and better position it
to compete in the auto parts supply business.  However, the full
benefit of these initiatives will only be achieved over time, and
during the near term the company's financial metrics will remain
consistent with ratings at the low end of the B range.

In particular, it is noted that Delphi will require incremental
restructuring disbursements of roughly $800 million over the next
few years, which will likely preclude free cash flow generation
during 2008.  It is also noted that Delphi will be emerging from
bankruptcy at a time when economic trends suggest potential for
further weakness in automotive sales.  While the benefits of
restructuring initiatives should yield improvement in financial
metrics over time, economic pressures could temper the rate of
improvement.  Consequently, Moody's continues to view the
company's rating profile as more consistent with the B2 rating
category at this time.

The stable outlook is supported by Delphi's liquidity profile,
expectations that the pace of operational improvements will gain
traction over the intermediate term, and the company's
participation in multiple geographic regions with different growth
prospects.  These factors along with an expected transition to
positive free cash flow in 2009 have the potential to produce
stronger coverage ratios and lower leverage going forward.  
Nonetheless, should a weaker environment for automotive sales
develop in 2008, pressure on Delphi's liquidity and outlook could
ensue.

Ratings affirmed with updated LGD assessment:

Delphi Corporation

  -- Corporate Family Rating, (P)B2
  -- Probability of Default Rating, (P)B2
  -- $825 million second lien term loan, (P)B3 (LGD-4, 65%)
  -- Speculative Grade Liquidity rating, SGL-2

Ratings revised on reduced amounts issued:

Delphi Corporation

  -- $1,500 million first lien secured term loan, tranche B-1,
     (P)Ba2 (LGD 2, 17%) from (P)Ba3, (LGD-2-62%)

Delphi Holdings Luxembourg S.ar.l.

  -- equivalent of $200 million first lien term loan, tranche B-1,
     guaranteed by Delphi Corporation, (P)Ba2 (LGD-2, 17%) from
     (P)Ba3 (LGD-2, 26%)

Ratings assigned

Delphi Corporation

  -- $2,000 million first lien secured term loan, tranche B-2,
     (P)B2 (LGD-3, 47%)

The higher rating on the B-1 tranche of the first lien term loan
reflects the application of a probability of default rating of
(P)B2 and a loss given default assessment of LGD-2, 17%.  The
rating benefits from the priority of its secured claims and a
substantial increase in the amount of junior debt from the
introduction of the B-2 tranche.  The assigned rating of (P)B2 to
the B-2 tranche results from the application of the same PDR and
an LGD of LGD-3, 47%.  Its rating, level with the underlying CFR,
flows from its secured position in the waterfall behind the B-1
tranche but ahead of the second lien obligation.  The rating on
the second lien term loan is unchanged as the total amount of more
senior claims has not changed.  Its LGD assessment has changed
slightly as a result of up-dated amounts of unsecured non-debt
claims.

The above ratings were assigned on a prospective basis and assumed
a full subscription to Delphi's proposed financing as well as
recieving bankruptcy court affirmation of an effective date of
emergence.  Upon confirmation that those events have occurred, the
(P) modifier will be removed.  Should any of those assumptions
prove to be incorrect, the ratings may be subject to change or
could be withdrawn.

Delphi Corporation, headquartered in Troy, MI, is a global tier-1
automotive supplier with products and services addressing
electrical/electronic architecture, electronics & safety,
powertrain systems, thermal systems, and aftermarket product and
service solutions.  The company expects to have revenues from
continuing operations of roughly $20 billion and employs
approximately 171,000 people at 163 manufacturing sites around the
world.


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

Bankruptcy Case No.: 08-02530

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        D.&D. River Resort, Inc.                   08-02558
        Roadrunner River Resort, LLC               08-02529

Chapter 11 Petition Date: March 12, 2008

Court: District of Arizona (Yuma)

Debtors' 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 Debtors did not file lists of their largest unsecured
creditors.


ELLIOTT BUILDING: Two Banks Seize of Subdivision Properties
-----------------------------------------------------------
Bank of America seized bankrupt Elliot Building Group Ltd.'s Sea
Pine Estates in Egg Harbor Township while RBC Centura seized the
Debtor's 22 lots, Kevin Post writes for the Press of Atlantic City
in New Jersey.

The banks seized the properties after Elliot failed to auction
them, Press of Atlantic relates.

BofA spokeswoman Shirley Norton, told reporters that the bank is
now searching for potential buyers wanting to buy the property as
a whole.  But she said that BofA has sub-divided the property and
has put up housing structures on 10 lots, report reveals.

The Debtor's Forest Walk, a 75-acre project with 74 lots located
in Millville, New Jersey was seized by Wilmington Trust, based on
the report.

The Debtor's owner, Brad Elliott, stated his home in Langhorne,
Pennsylvania and his other projects in Pennsylvania and Delaware
were liquidated, Press of Atlantic reports.  He added that he
won't do homebuilding business anymore, the news adds.

The auction of the Debtor's assets began last fall and was
supervised by Great Neck, New York-based Keen Consultants.

              PNC Bank Demands Payment of $3 Million

As reported in the Troubled Company Reporter , Jan 28, 2008, PNC
Bank has compelled officers of the Elliott Building Group to pay
their $3 million balance on a certain property.

Founder Brad Elliott and company CEO John DiPasquale, have an  
outstanding debt of $3,048,352, including fees and interest, on  
their development called The Preserve at Hilltown.  The property
was secured by a $13.1 million loan from the bank on August 2006.

                   About Elliott Building Group

Based in Langhorne, Pennsylvania, the Elliott Building Group Ltd.  
-- http://www.elliottbuildinggroup.com/-- develops homes and real  
estate properties.  The holding company and 18 of its affiliates  
filed for Chapter 11 protection on June 10, 2007 (Bankr. D. N.J.  
Lead Case No. 07-18143), and an affiliate at Nov. 19, 2007 (Bankr.
D. N.J. Case No. 07-27002).  Aris J. Karalis, Esq. at Maschmeyer  
Karalis, P.C., serves as the Debtors' counsel.  When Elliott  
Building Group filed for bankruptcy, it listed assets and debts  
between $1 million to $100 million.


ENVIRONMENTAL TECTONICS: Modifies Credit Deal with H.F. Lenfest
---------------------------------------------------------------
Environmental Tectonics Corporation disclosed that H.F. Lenfest
agreed to modify certain terms and conditions of his convertible
subordinated $10 million debt agreement.  Amendment No. 1 to the
Convertible Note and Warrant Purchase Agreement revised the
financial covenants so that they are the same as the financial
covenants contained in ETC's credit agreement with PNC Bank,
National Association, dated as of July 31, 2007.

The First Amendment to the Senior Subordinated Convertible
Note extended the maturity date of the Convertible Note and
Warrant Purchase Agreement from Feb. 18, 2009, to March 1, 2010.
The effective date of both modifications is Feb. 19, 2008.

H.F. Lenfest, ETC's largest shareholder, has been involved with
ETC since 2003, when he participated in a refinancing of the
company with PNC Bank. He is on the company's board of directors.

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,      
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

                             Waiver

As reported in the Troubled Company Reporter on Feb 7, 2008,
Environmental Tectonics received an extension on its credit
agreement waiver, originally received Nov. 21, 2007, from PNC
Bank, National Association, which extends the waiver to May 31,
2008.

This extension agreement requires ETC to deliver to PNC its
restated financial statements for the fiscal year ended Feb. 23,
2007, no later than May 31, 2008.


FEDERAL-MOGUL: U.S. Trustee Contests Financial Advisor's Fees
-------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, opposed
the fees and expenses sought by Federal-Mogul Corp. and its
debtor-affiliates' financial advisor and claims management
consultant, PricewaterhouseCoopers LLP.

PwC has billed the Debtors $14,859,721 for its professional fees
for the period Oct. 1, 2001, through Dec. 27, 2007.  The firm
also recorded $1,347,569 in actual and necessary expenses
incurred during the same period.

According to Ms. Stapleton's counsel, Richard L. Schepacarter,
Esq., in Wilmington, Delaware, much of PwC's services related to
call center and statement of financial affairs and schedule
preparation were routine or ministerial services or acts that, in
some instances, were performed by professionals with high billing
rates.  Routine services are generally held to be compensable at
a much lower rate than the maximum rate charged by a
professional, Mr. Schepacarter points out.  Thus, the Routine
Services could have been accomplished by professionals with lower
billing rates.

Ms. Schepacarter also noted that PwC's early applications contain
several time entries and references to conferences, telephone
conversations, or meeting that are duplicative or excessive.  The
U.S. Trustee asserts that those duplicative and excessive time
entries should be discounted.

"When more than one professional is working on the case in the
same capacity as another, then the likelihood of duplication of
effort increases.  Professionals billing separately for identical
services, such as meetings, should have their compensation
reduced to correct for excessive or duplicative hours," Mr.
Schepacarter argues.

Pursuant to Section 586 of the Judiciary and Judicial Procedure
Code, the U.S. Trustee is charged with the administrative
oversight of cases commenced pursuant to the Bankruptcy Code.  
That duty is part of the U.S. Trustee's overarching
responsibility to enforce the bankruptcy laws as written by
Congress and interpreted by the courts.

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on December 27,
2007.

                        *     *     *

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

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


FEDERAL-MOGUL CORP: Earns $1.4 Billion in Fiscal Year 2007
----------------------------------------------------------
Federal-Mogul Corp. reported its financial results for the 12-
month period ended Dec. 31, 2007.

                          Financial Summary
                            (in millions)

                                         12 Months Ended Dec. 31
                                         -----------------------
                                              2007       2006
                                              ----       ----
     Net sales                               6,914      6,326
     Gross margin                            1,185      1,105
     Selling, general &
      administrative expenses                 (828)      (848)
     Settlement of U.K. pension plans            -       (501)
     Gain on settlement of
      liabilities subject to compromise        761          -
     Fresh-start reporting adjustments         956          -
     Income (loss) before income taxes       1,744       (614)
     Income tax benefit/(expense)             (332)        64
     Net income (loss)                       1,412       (550)
     Operational EBITDA                        763        625

The company emerged from reorganization under Chapter 11 of the
U.S. Bankruptcy Code on Dec. 27, 2007, and adopted fresh-start
reporting in connection with its emergence.

Net income for the 12-month period totaled $1,412,000,000,
compared with a net loss of $550,000,000 for the same period of
2006.

Federal-Mogul reported net sales of $6,914,000,000 for the year
ended Dec. 31, 2007.  Net sales increased by $588,000,000 when
compared to the same period of 2006, of which $310,000,000 is due
to increased global demand and new program launches with both
original equipment manufacturer and aftermarket customers, with
the balance due mainly to favorable foreign currency movements.

Gross margin for the 12-month period ended Dec. 31, 2007,
increased by $80,000,000, compared to the same period of 2006.  
The combination of productivity, increased volumes and favorable
exchange improved gross margins by $135,000,000.  These favorable
impacts were partially offset by $75,000,000 of raw material
commodity price inflation and $56,000,000 in reduced customer
pricing.  Gross margin was further improved through reduced
pension expense of $76,000,000 associated with the settlement of
the U.K. pension plans.

Selling, general and administrative expenses for the year ended
Dec. 31, 2007 decreased by $20,000,000.  The company's reduced
pension expense of $24,000,000 associated with the settlement of
the U.K. pension plans combined with $26,000,000 of productivity
and other improvements more than offset adverse foreign exchange
of approximately $30,000,000.

Income before taxes for the 12-month period totaled
$1,744,000,000, compared with a loss before taxes of $614,000,000
for the same period of 2006.

Included in Federal-Mogul's earnings before income taxes for the
year ended Dec. 31, 2007, are a gain on the settlement of
liabilities subject to compromise and fresh-start reporting
adjustments of $761,000,000 and $956,000,000, respectively,
associated with the company's emergence from Chapter 11.  Included
in Federal-Mogul's loss before income taxes for the year ended
Dec. 31, 2006, is a charge of $501,000,000 as a result of the
company's U.K. subsidiaries' emergence from Administration in
November 2006.  Excluding these impacts, the company's earnings
before income taxes for the year ended Dec. 31, 2007, was
$27,000,000, compared to a loss before income taxes of
$113,000,000 for 2006, an improvement of $140,000,000.  In
addition to those same factors affecting gross margin, results
for the full year were impacted by reduced SG&A expenses, reduced
costs associated with the company's Chapter 11 proceedings, and
increased charges related to asset impairments.

Management believes that Operational EBITDA most closely
approximates the cash flow associated with the operational
earnings of the company and uses Operational EBITDA to measure
the performance of its operations.  Operational EBITDA is defined
to include discontinued operations and exclude impairment
charges, Chapter 11 and U.K. Administration expenses, settlement
of the U.K. pension plans, gain on the settlement of liabilities
subject to compromise, fresh-start reporting adjustments,
restructuring costs, income tax expense, interest expense,
depreciation and amortization.

The company reported Operational EBITDA of $763,000,000 for the
12-month period ended Dec. 31, 2007, an increase of $138,000,000
when compared to the same period of 2006.  A reconciliation of
Operational EBITDA to the company's income before income taxes for
the 12 months ended Dec. 31, 2007 has been provided.

Capital expenditures were $310,000,000 for the year ended Dec. 31,
2007, an increase of $72,000,000 from 2006.  Total cash flow,
excluding cash flows associated with financing activities, payment
to the U.S. Asbestos Trust, payment of prepetition interest,
payments to settle LSC, and the settlement of the U.K.
Administration proceedings, was $88,000,000 and $83,000,000 for
the years ended Dec. 31, 2007, and 2006, respectively.

"We are very pleased with the progress achieved in 2007,
especially in regards to our emergence from Chapter 11, a
significant milestone in Federal-Mogul's 108-year history of
serving the global automotive industry.  We again would like to
acknowledge our customers, shareholders, suppliers and employees
worldwide for their loyalty and support," said Federal-Mogul
president and chief executive officer Jose Maria Alapont.  "The
new business awards and our progress on operational performance
in 2007 reflect the achievement of the entire team in executing
our global sustainable profitable growth strategy and developing
Federal-Mogul as a world-class, diversified global supplier."

At Dec. 31, 2007, the successor company's balance sheet showed
total assets of $7.8 billion and total liabilities of
$5.7 billion, resulting in a $2.1 billion stockholders' equity.  
Deficit, in 2006, was $1.7 billion.

                      About Federal-Mogul

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on December 27,
2007.

                        *     *     *

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

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


FEDERAL-MOGUL: Professionals Bill $323 Million in Fees & Expenses
-----------------------------------------------------------------
Thirty-three professionals have sought final allowance of their
fees and expenses incurred in Federal-Mogul Corp. and its debtor-
affiliates' bankruptcy cases:

                                Final
Professional                 Fee Period      Fees      Expenses
------------                 ----------      ----      --------
                              11/18/02 -
AlixPartners, LLP            12/27/07     $5,517,712    $34,839

Analysis, Research, &        01/16/02 -
Planning Corp.               12/27/07      4,383,484     29,992

Anderson, Kill &             02/20/03 -
Olick, P.C.                  12/27/07      1,805,826     62,070

                              05/01/07 -
Baker & McKenzie LLP         12/27/07        530,218      7,116

                              10/23/01 -
Bayard, P.A.                 12/27/07      1,364,465    218,176

                              12/13/02 -
Bederson & Company, LLP      12/27/07      3,493,141     37,333

                              06/17/02 -
Bifferato Gentilotti LLC     12/27/07        211,428     78,687

Bilzin Sumberg Baena         11/17/03 -
Price & Axelrod LLP          10/31/04        182,971     23,265

                              11/13/01 -
Campbell & Levine, LLC       12/27/07      1,306,504    188,782

Caplin & Drysdale,           11/13/01 -
Chartered                    02/07/08      8,854,961    635,299

Deloitte Financial           07/11/02 -
Advisory Services LLP        12/27/07      2,181,374     19,805

                              10/01/01 -
Dykema Gossett PLLC          12/27/07      4,543,701     86,146

                              11/13/01 -
Elizabeth Warren             12/27/07          2,531          -

                              02/11/02 -
Eric D. Green                12/27/07        752,886     45,057

                              10/01/01 -
Ernst & Young LLP            12/28/07     40,339,616  1,058,947

Ferry, Joseph &              11/06/03 -
Pearce, P.A.                 12/27/07        518,993     53,931

                              09/01/02 -
FTI Consulting, Inc.         12/27/07      1,991,634     50,524

                              10/01/01 -
Gilbert Randolph, LLP        12/27/07      9,134,237    504,449

                              01/14/02 -
Hanly & Conroy LLP           12/27/07      5,149,916    307,992

                              02/19/02 -
Herbert Smith LLP            12/27/07      3,174,253    182,914

                              12/03/03 -
J.H. Cohn LLP                12/27/07        894,238     14,212

                              09/18/06 -
Killian & Salisbury, P.C.    12/27/07         32,945      5,321

Legal Analysis               12/01/01 -
Systems, Inc.                12/27/07      1,830,547     81,127

                              01/23/02 -
Lovells, Inc.                12/27/07      7,474,452    831,206

Pachulski Stang              10/01/01 -
Ziehl & Jones LLP            12/27/07      3,000,578  3,097,847

                              10/01/01 -
PricewaterhouseCoopers LLP   12/27/07     14,859,721  1,347,569

                              05/01/02 -
Resolutions, LLC             12/27/07        458,462     35,467

                              10/01/01 -
Rothschild Inc.              09/30/03      4,800,000    362,857

                              11/09/01 -
Sidley Austin LLP            12/27/07    101,991,251  5,689,097

Sonnenschein Nath &          10/23/01 -
Rosenthal LLP                12/27/07     30,748,517  1,132,742

                              05/08/06 -
The Kenesis Group, LLC       12/27/07      3,217,501     27,392

                              06/01/04 -
Weil, Gotshal & Manges LLP   12/27/07      3,312,299    319,327

Young Conaway Stargatt &     01/07/02 -
Taylor, LLP                  12/27/07     12,102,382  1,966,023

Bell, Boyd & Lloyd LLP also seeks payment of $6,109,055 for its
fees and expenses during the period from June 17, 2002, through
Dec. 27, 2007.  In addition, Jefferies & Company, Inc., asks the
Court to award it $19,145,389 for its fees and expenses for the
period from Oct. 26, 2001, through Dec. 27, 2007.

The Professionals' fees and expenses total approximately
$323,952,000.

The Official Committee of Asbestos Property Damage Claimants also
seeks reimbursement of $41,592 for the actual and necessary
expenses incurred by its committee members for the period from
Oct. 23, 2001, through Dec. 27, 2007.  The costs and expenses
incurred by the Asbestos Committee Members are in connection with
committee meetings that were actual and necessary to the
preservation of the Reorganized Debtors' Chapter 11 estates,
Kathleen Campbell Davis, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, avers.

The Reorganized Debtors hired AlixPartners, Dykema Gossett, Ernst
& Young, FTI Consulting, Gilbert Randolph, Hanly & Conroy,
Kenesis, Killian & Salisbury, Pachulski Stang, PwC, Rothschild,
and Sidley Austin.

The Official Committee of Unsecured Creditors retained
Sonnenschein Nath, as counsel; Bayard, as co-counsel; and
Jefferies & Co., as financial advisor.

Baker & McKenzie, Bell Boyd and Bifferato Gentilotti act as
counsel to the Official Committee of Equity Security Holders.  
Deloitte FAS serves as the Equity Committee' financial advisor.

Anderson Kill, Bilzin Sumberg, Campbell & Levine, Caplin &
Drysdale, Ferry Joseph, J.H. Cohn, Legal Analysis, Lovells, Ms.
Warren, and Weil Gotshal were retained by the Asbestos Committee.

Eric D. Green is the legal representative for Future Asbestos
Claimants.  As the Futures Representative, Mr. Green is
responsible for protecting the rights of all entities who have
not asserted asbestos-related claims against the Debtors prior to
the confirmation of the Plan of Reorganization but properly
assert Demands, as that term is defined in Section 524(g)(5) of
the Code, subsequent to the order confirming the Plan.  Mr.
Green, with the assistance of Analysis Research, Bederson & Co.,
Herbert Smith, Resolutions, and Young Conaway, has investigated
the Reorganized Debtors' acts, conduct, and property on a regular
basis, including matters in connection with the operation and
reorganization of the Debtors' businesses.

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on December 27,
2007.

                        *     *     *

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

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


FLEETWOOD ENTERPRISES: Ongoing Losses Cue S&P to Junk Corp. Credit
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fleetwood Enterprises Inc. to 'CCC+' from 'B'.  At the
same time, S&P lowered its ratings on the company's subordinated
debt and trust preferred stock, affecting approximately
$260 million of securities.  The outlook remains negative.
      
"The downgrades reflect ongoing losses, a more highly leveraged
balance sheet, and potential near-term liquidity challenges," said
credit analyst James Fielding.  "Fleetwood reported losses for
both the quarter and 12 months ended Jan. 27, 2008, as a
consequence of weak consumer demand for the company's factory-
built homes and certain recreational vehicle products."
     
Mr. Fielding added that losses have narrowed recently because of
the company's aggressive efforts to right-size its manufacturing
platform and reduce overhead costs.  Nonetheless, relative debt
levels have continued to rise as shareholder equity has eroded
further.
     
The negative outlook acknowledges difficult market conditions that
are likely to continue to suppress the sale of RVs and
manufactured homes in the foreseeable future.  S&P would lower our
ratings further if liquidity pressures increase as a result of
material cash flow deficits or a leveraged refinancing of the 5%
convertible notes.  Conversely, S&P would consider an upgrade if
industry trends stabilize, liquidity strengthens, and Fleetwood
demonstrates its ability to generate sustainable profits at lower
production levels.


FORGITRON LLC: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Forgitron, LLC
             8525 Clinton Road
             Cleveland, OH 44144

Bankruptcy Case No.: 08-11762

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Hadgitron, LLC                             08-11763

Type of Business: The Debtors are subsidiaries of Automated Wheel
                  LLC, a family-owned and operated plating company
                  in Brooklyn, New York.

Chapter 11 Petition Date: March 15, 2008

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtors' Counsel: Harry W. Greenfield, Esq.
                     (bankpleadings@bucklaw.com)
                  Buckley King, LPA
                  600 Superior Avenue East, Suite 1400
                  Cleveland, OH 44114
                  Tel: (216) 363-1400
                  Fax: (216) 579-1020

Forgitron, LLC's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Forgitron, LLC's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Key Bank National Association  Substantially all of  $11,294,647
127 Public Square              Debtor's assets;
Cleveland, OH 44114            value of security:
                               $10,644,000

Epsilon Management Corp.                             $2,284,708
8525 Clinton Road
Cleveland, OH 44144

Hadgitron, LLC                                       $473,500
30 Hengst Drive
Camden, SC 29020

Ormet Primary Aluminum Corp.                         $429,441
P.O. Box 176
State Route 7
Hannibal, OH 43931-0176

W.O. Blackstone & Co., Inc.                          $315,154
1841 Shop Road
P.O. Box 88
Columbia, SC 29202

Hess Engineering, Inc.         Although Hess         $309,548
2950 Redfield Street           Engineering, Inc.
Niles, MI 49120                filed a UCC
                               financing statement,
                               Debtor has found no
                               record of a signed
                               or authenticated
                               security agreement
                               or grant

Kershaw County                                       $211,997

Enprotech Mechanical Service,                        $206,573
Inc.

Horton Mach & Custom Design                          $161,037

Progress Energy Carolinas,                           $70,216
Inc.

Alfe Heat Treating, Inc.                             $40,827

A. Finkl & Sons Co.                                  $43,859

Automated Wheel, LLC                                 $43,455

Engineered Product Sales Corp.                       $22,212

Newmarket Partners, Inc.                             $17,020

Fanuc Robotics America, Inc.                         $12,826

Cross Brothers Co., Inc.                             $12,580

Symonds Machine Co.                                  $11,830

Metallurgical Technology Inc.                        $11,712

B. Hadgitron LLC's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
KeyBank National Association   value of security:    $4,539,794
127 Public Square              $4,500,000
Cleveland, OH 44114

W.O. Blackstone & Co., Inc.                          $315,154
1841 Shop Road
P.O. Box 88
Columbia, SC 29202

Kershaw County                                       $248,212
515 Walnut Street
Camden, SC 29020

Epsilon Management Corp.       Management fees       $18,000

Hertz Rental Equipment Corp.                         $9,798

Epsilon Management Corp.       Loans                 $4,660

Meaden & Moore, Ltd.                                 $2,000

Key Bank National Association                        $794

Corporation Service Co.                              $319


GLASSMASTER CO: Bentley Deal to be Examined by Case Trustee
-----------------------------------------------------------
As reported in the Troubled Company Reporter on March 4, 2008, the
U.S. Bankruptcy Court for the District of South Carolina converted
the Chapter 11 case of Glassmaster Company, nka Glassmaster Boats
LLC, to a Chapter 7 liquidation proceeding -- after a year under
bankruptcy protection -- as requested by the Debtor's Official
Committee of Unsecured Creditors.  The creditors feared that their
investments with the ailing boat manufacturer has sunk, Ben Werner
writes for South Carolina's The State News.

The Committee recounted to the Court that the Debtor made
management actions regarding a subsidiary without permission from
the Court.  The Debtor also didn't do anything to "remedy these
serious breaches of bankruptcy laws."

Now the Debtor is facing an investigation headed by chapter 7
trustee Michelle Viera based on creditors' allegations that
Glassmaster officials are favoring new owner Bentley Industries,
State relates.  Creditors also allege that Glassmaster officials
hadn't resolved "serious breaches of bankruptcy laws" citing
unauthorized actions involving a subsidiary, State says.

State notes that creditors have criticized the Debtor's sale of an
equipment to Bentley Industries for $500,000.  Under the sale
deal, Bentley could utilize Glassmaster's Lexington property and
related assets for free, State quotes court documents as stating.

The Debtor's counsel, Robert Anderson, Esq., informed the Court
that it committed no wrongful act, State relates.

State recounts that Glassmaster's woes began in the 1980s when it
expanded into other lines of business.  Its acquisition of the
Dorchester County facility in 2005 failed over several
environmental regulation issues.  The Debtor, according to the
report, also encountered supply problems.  Subsequently, the
Debtor began incurring losses and finding means to refinance its
debts, State says.

The case trustee says she is not sure if creditors could get
repaid, State reveals.  She refused to unfold the details of her
investigation on the Glassmaster-Bentley deal, but Committee
counsel Charles Summerall, Esq., believes it will be closely
examined, State adds.

Ms. Viera will inform creditors of case updates at a meeting
scheduled by the end of March 2008, State says.

                     About Glassmaster Company

Headquartered in Lexington, South Carolina, Glassmaster Company -
http://www.glassmasterboat.com/-- manufactures polymer filaments,  
flexible control cables, switch panels, electronic test equipment,
and modular composite framework.  Glassmaster began producing
boats in 1957.  The company filed for Chapter 11 protection on
April 27, 2007 (Bankr. D. S.C. Case No. 07-02242).  Robert Frank
Anderson, Esq., at Anderson & Associates P.A., in Columbia, South
Carolina, represent the Debtor.  Charles Summerall, Esq.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $10,066,068 and total debts of $8,997,367.

In 2007, Glassmaster Boats LLC became the newest member of the
Bentley Industries based in Lexington and owned by Steven Deese.  
Current brands are: Bentley Pontoons, Duracraft Marine and now
Glassmaster Boats.


GLOBAL CREDIT: S&P Chips Preferred Shares Rating to B+ from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Global
Credit Pref. Corp.'s preferred shares and removed them from
CreditWatch with negative implications, where they were
placed Jan. 16, 2008.
     
The lowering of the ratings mirrors the lowering of the rating on
the credit-linked note to which the preferred shares are linked.

Ratings List
Global Credit Pref Corp.

Ratings Lowered And Removed From CreditWatch Negative

                          To            From
                          --            ----
Preferred shares
Global scale             B+            BB-/Watch Neg
National scale           P-4(High)     P-3(Low)/Watch Neg
(Related CLN: The Toronto-Dominion Bank C$48,031,000 Portfolio
Credit-Linked
Notes)


GREAT PANTHER: Board Adds Rights Plan to Deal With Take-Over Bids
-----------------------------------------------------------------
Great Panther Resources Limited's board of directors approved the
adoption of a shareholder rights plan as part of its procedures
for dealing with any parties who may seek to acquire control of
the company through a take-over bid or other transaction.

The company is not aware of any pending or threatened take-over
bids for the company, and it is not the intention of the plan to
prevent take-over bids.  The plan is intended to ensure that all
shareholders are treated equally and fairly in any such
transaction.  The plan was adopted in order to provide the
company's board of directors with sufficient time to assess and
evaluate any take-over bid or other control transaction and to
explore and develop alternatives for maximizing shareholder value.

The plan is similar to other shareholder rights plans adopted by
Canadian corporations.  To implement the plan, the board of
directors of the company authorized the issue of one right in
respect of each common share of the company outstanding to holders
of record at 5:00 pm, Vancouver time, on March 7, 2008.  Until the
occurrence of certain specific events, the rights will trade with
the common shares of the company and be represented by the share
certificates for such common shares.

The rights become exercisable only when a person, including any
party related to it or acting jointly with it, acquires or
discloses its intention to acquire 20% or more of the outstanding
common shares of the company without complying with the "Permitted
Bid" provisions of the plan.

Under the plan, a Permitted Bid is a bid made to all shareholders
on identical terms and conditions that is open for at least
60 days.  If at the end of 60 days more than 50% of the
outstanding shares, other than those owned by the offeror and
certain persons related to the offeror or acting jointly with it,
have been tendered, the offeror may take up and pay for the shares
but must extend the bid for a further 10 business days to allow
all other shareholders to tender.

Should a non-permitted acquisition occur, each Right would entitle
each holder of common shares, other than the offeror and certain
parties related to the offeror or acting jointly with it, to
purchase additional common shares of the company at a 50% discount
to the market price at the time.

Although the plan has become effective upon its adoption by the
board of directors, in accordance with stock exchange requirements
it will be submitted to shareholders of the company for
ratification at the next annual shareholders meeting.  If
ratified, the plan will continue until the annual general meeting
of shareholders in 2012.

The plan is subject to acceptance by the Toronto Stock Exchange.

For further information please contact Brad Aelicks or Don Mosher
at telephone (604) 685-6465, fax (604) 899-4303 or e-mail
info@greatpanther.com.

                      About Great Panther

Headquartered in Vancouver, Canada, Great Panther Resources
Limited (TSX: GPR) -- http://www.greatpanther.com/-- is a mining   
and exploration company.  The company's activities are focused on
the mining of precious and base metals from its wholly owned
properties in Mexico.  In addition, Great Panther is also
involved in the acquisition, exploration and development of other
properties in Mexico.

                      Going Concern Doubt

KPMG LLP, in Vancouver, Canada, expressed substantial doubt about
Great Panther Resources Ltd.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses and
operating cash flow deficiencies.


HOLLEY PERFORMANCE: IRS Objects to Prepackaged Chapter 11 Plan
--------------------------------------------------------------
The Internal Revenue Services objects to Holley Performance
Products Inc. and its debtor-affiliates' Joint Prepackaged Plan
of Reorganization dated Feb. 11, 2008, saying it had not fully
evaluated whether its claims are being treated fairly under the
Plan.

IRS also has not had time to determine whether there will be any
future examinations of the Debtors' tax returns, resulting in
additional prepetition liabilities, Jan M. Geht, Esq., of the U.S.
Department of Justice said.

However, IRS states its willingness to waive its objection, if
certain additional "corrective language" is inserted into the
Debtors' prepackaged Plan.

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

The Debtors' plan contemplates on swapping bank debt for equity
and paying trade lenders and general unsecured lenders in full.

The plan also offers 90% ownership in the Debtors' stock to
holders of 12.5% second-lien secured notes due 2009 with an
aggregate amount of $146 million.  Second-lien noteholders will
also receive $50 million worth of newly issued notes under the
plan.

Meanwhile, bondholders are entitled to receive either $100 cash
for every $1,000 worth of bonds, or warrants to buy equity in the
reorganized Debtors.

Accordingly, IRS asks the Court to deny confirmation of the
Debtors' Plan.

                    About Holley Performance

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

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

                            *    *    *

As reported in the Troubled Company Reporter on March 10, 2008,
the Court granted the Debtors permission to obtain up to
$60 million in secured postpetition financing from Wells Fargo
Foothill Inc., on a final basis.


HOVNANIAN ENTERPRISES: Fitch Affirms 'B-' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed these ratings on Hovnanian Enterprises,
Inc.:

  -- IDR at 'B-';
  -- Senior unsecured notes at 'B-/RR4';
  -- Senior subordinated notes at 'CCC/RR6';
  -- Series A perpetual preferred stock at 'CCC-/RR6'.

Fitch has also upgraded the rating on HOV's secured revolving
credit facility as:

  -- Senior secured revolving credit facility to 'BB-/RR1' from
     'B-/RR4'.

HOV's Rating Outlook is Negative.

Fitch's Recovery Rating of '1' on HOV's secured revolving credit
facility indicates outstanding (90%-100%) recovery prospects for
holders of this debt issue.  The 'RR4' on HOV's senior unsecured
notes indicates average (30%-50%) recovery prospects for holders
of these debt issues.  HOV's exposure to claims made pursuant to
performance bonds and the possibility that part of these
contingent liabilities would have a claim against the company's
assets were considered in determining the recovery for the
unsecured debt holders.  The 'RR6' on HOV's senior subordinated
notes and preferred stock indicates poor recovery prospects
(0%-10%) in a default scenario.  Fitch applied a liquidation value
analysis for these RRs.

The ratings had been placed on Ratings Watch Negative on Jan. 18,
2008 as the company was in the process of negotiating an amended
revolving credit agreement after it received a temporary waiver of
compliance for violating its tangible net worth and leverage
covenants.

On March 7, 2008, HOV completed the amendment to its revolving
credit agreement.  The revolving credit facility was reduced from
$1.2 billion to $900 million and borrowings under the facility
will be secured by a portion of the company's assets.  As of
Jan. 31, 2008, HOV had $325 million outstanding under the
revolving credit facility, which would have left $306 million of
borrowing availability under the $900 million credit facility.

The ratings and Outlook reflect the difficult U.S. housing
environment, current and expected negative trends in HOV's
operating margins and meaningful deterioration in credit metrics,
especially interest coverage and debt/EBITDA ratios.  HOV was
slower than most in braking its growth.  Consequently the
inventories, although now starting to come down, are above comfort
levels and debt leverage remains above the company's targeted
levels. While cash flow from operations only totaled $62 million
for all of its fiscal 2007, HOV generated $357 million of cash
from operations during its fourth quarter, allowing the company to
pay down debt by $390 million from the third-quarter 2007.  HOV
generated about $16 million of cash from operations during its
fiscal 2008 first quarter and projects that it will generate in
excess of $100 million of cash flow in 2008.

HOV has been successful in reducing speculative built homes during
its fiscal 2008 first quarter, reducing the total by about 20.6%
versus fourth-quarter 2007 and down 42.4% compared to the peak
(third-quarter 2006).  This represents about 4.7 started and
unsold homes per community.  It is likely that spec homes would be
priced aggressively in order to move the inventory, to the
disadvantage of margins.

Future ratings and Outlook will be influenced by the economy and
broad housing market trends as well as company-specific activity,
such as land and development spending, general inventory levels,
speculative inventory activity, gross and net new-order activity,
debt levels and free cash flow trends and uses.  The possibility
of the housing downturn continuing longer and becoming deeper than
anticipated could have broad ratings implications for
homebuilders.


IAC/INTERACTIVECORP: Court Decides Spinoff Dispute on March 28
--------------------------------------------------------------
The Delaware Chancery Court will release its judgment on
March 28, 2008, on whether IAC/InterActiveCorp chairman Barry
Diller's spinoff scheme of the company has violated his covenant
with largest shareholder Liberty Media Corp., Jessica E.
Vascellaro at The Wall Street Journal reports.

According to various reports, Chancery Court Judge Stephen Lamb
will decide on Mr. Diller's eviction after counsels of both
companies have furnished abstracts by March 21, 2008.  The summary
must outline their stand on Mr. Diller's power bestowed to him by
Liberty and on Liberty's effort to expel Mr. Diller, the chief
executive and other directors from the IAC board.

As reported in the Troubled Company Reporter on March 11, 2008,
Liberty Media chairman John Malone asserted on a March 10 Court
hearing that the proposed spinoff of IAC/InterActiveCorp violates
over a decade old pact between the companies.

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

Primary witness, Mr. Malone, pressed that Liberty Media should
continue to enjoy its rights based on a dual-voting structure.
However, Mr. Diller elected for a single-voting structure in
deciding on the spinoffs.

Michele Gershberg of Reuters relates that if Mr. Diller is proven
to have trespassed the deal, that agreement is called off and he
will be dismissed as chairman and chief executive of the company.

If the judge rule that Mr. Diller complied with the contract, the
second debate will be whether Mr. Diller and his board disregarded
their duties to stockholders with the plan, Reuters states.

                        About Liberty Media

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

                            About IAC

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

                          *     *     *

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


INTERNATIONAL PAPER: To Buy Weyerhaeuser's Unit for $6 Bil. Cash
----------------------------------------------------------------
International Paper Company signed an agreement with Weyerhaeuser
Company to purchase its Containerboard, Packaging and Recycling
business for $6 billion in cash, subject to post-closing
adjustments.  International Paper expects to close the deal in the
third quarter of 2008, subject to customary closing conditions,
including regulatory review and receipt of financing.

The transaction includes nine containerboard mills, 72 packaging
locations, 10 specialty-packaging plants, four kraft bag and sack
locations and 19 recycling facilities.  The transaction affects
approximately 14,300 Weyerhaeuser employees.

Because the transaction is a purchase of assets rather than of
stock, International Paper will realize a tax benefit that has an
estimated net present value of approximately $1.4 billion.  Taking
this benefit into account, the net purchase price is about
$4.6 billion.

"This deal represents a compelling opportunity for International
Paper and our shareowners at a very attractive valuation,"
International Paper Chairman and Chief Executive Officer John
Faraci said.  "Integrating Weyerhaeuser's CBPR business into our
North American packaging platform fits very well with our strategy
to improve our earnings, cash flow and returns by strengthening
existing businesses.  We expect the combined packaging business
will generate stronger cash flow and higher EBITDA margins than
either standalone business."

Carol Roberts, senior vice president of International Paper's
packaging business, said she sees low integration risk and
considerable upside potential in the deal.  "Weyerhaeuser has low-
cost, well-run assets that complement our existing mill and
converting system and offer significant synergies," she said.  
"The acquisition expands our geographic presence in the U.S. and
Mexico and diversifies our customer base in key product lines.  
All of this will make our packaging business more competitive,
more profitable and better able to serve customers."

Steven R. Rogel, chairman and chief executive officer of
Weyerhaeuser Co., said the announcement completes the company's
strategic review of the CBPR business.

"We are pleased with the outcome and we will continue to focus on
those areas that present the greatest opportunities for the
future," Mr. Rogel said.  "This future begins with the trees and
the land, and our outstanding stewardship of these resources.  To
this we add our unique expertise in growing and extracting value
from the trees and the land on which they grow.

"I want to thank the CBPR employees for their dedication, patience
and professional approach during this review.  Their efforts
continue to improve the performance of this business and I'm
confident that this transaction positions CBPR for an even more
successful future."

Morgan Stanley acted as financial advisor to Weyerhaeuser in the
transaction.

International Paper has identified profit improvement
opportunities of about $400 million annually from the acquisition.  
The company expects to achieve at least 40% of the improvement
within 12 months of completing the deal, with the remainder fully
realized by the end of the third year, as a result of reducing
duplicate overhead costs, integrating manufacturing operations,
optimizing product mix, and improving operational and supply chain
efficiencies.

International Paper projects that the acquisition will be earnings
accretive for the 2009 full year.  International Paper will
finance the transaction through debt and has financing commitments
from several leading financial institutions.

                         About Weyerhaeuser

Headquartered in Federal Way, Washington, Weyerhaeuser Company --
http://www.weyerhaeuser.com/-- is principally engaged in the  
growing and harvesting of timber; the manufacture, distribution
and sale of forest products; and real estate construction,
development and related activities.  

                   About International Paper

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated    
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                         *     *     *

Moody's Investors Service placed International Paper Co.'s senior
subordinate rating at 'Ba1' in December 2005.  The rating still
holds to date with a stable outlook.


INTERSTATE BAKERIES: PBGC Reserves Right to Review Pension Plans
----------------------------------------------------------------
The Pension Benefit Guaranty Corporation reserves its right to
review any pension arrangement that Interstate Bakeries Corp. and
its debtor-affiliates may adopt to ensure that it does not violate
PBGC's policy against abusive follow-on plans.

The Debtors have indicated that they intend to withdraw from the
American Bakers Association Plan but that they will maintain the
IBC Pension Plan after confirmation of their Plan of
Reorganization.

The Debtors have also proposed to the affected unions that after
their withdrawal, they will provide participants in the ABA Plan
with benefits under the IBC Pension Plan so that they "will end
up with substantially the same retirement benefit through the
combination of the ABA Plan and the [IBC Pension Plan] as if the
ABA Plan had continued as a viable benefit provider."

Mark Blank, Esq., in Washington, D.C., relates that, for more
than a quarter of a century, the PBGC has opposed attempts to
shift liability to its termination insurance program by means of
an abusive "follow-on plan."

Mr. Blank says the clearest example of an abuse can arise after
an underfunded plan terminates and PBGC becomes the statutory
trustee.  Then, the former sponsor adopts a new plan that,
together with the guaranteed benefits paid by PBGC under the
terminated plan, provides substantially the same benefits as
those provided under the terminated plan, with PBGC paying most
of the cost.

Mr. Blank notes that the U.S. Supreme Court has explained in In
re PBGC v. LTV Corp., 496 U.S. 633, 651 (1990); accord PBGC v.
Alloytek, 924 F.2d 620 (6th Cir.1991), that "follow-on plans may
tend to frustrate one of the objectives of ERISA that the PBGC is
supposed to accomplish -- the 'continuation and maintenance of
voluntary private pension plans.'  In addition, follow-on plans
have a tendency to increase the PBGC's deficit and increase the
insurance premiums all employers must pay, thereby frustrating
another statutory objective -- the maintenance of low premiums."

Mr. Blank also points out that the Debtors have not provided PBGC
with details of any pension arrangement.  Moreover, the status of
the ABA Plan has not been determined in the litigation pending in
the U.S. District Court for the District of Columbia, involving
ABA Plan employees who assert that their contributions should not
be used for the Debtors' benefit.

PBGC clarifies that it is not waiving its right to assess any
proposed arrangement and take any appropriate action warranted
under Title IV of Employee Retirement Income Security Act.

                           About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 91; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


INVACARE CORP: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Invacare Corp. and upgraded the company's Speculative Grade
Liquidity rating to SGL-1 from SGL-2.  The outlook for the ratings
is stable.  The affirmation of the ratings reflects substantive
top line and operating line improvements in recent quarters, which
brings the company's credit metrics more in line with the B1
Corporate Family Rating.  The upgraded SGL-1 liquidity rating
reflects Moody's expectations of excellent liquidity in 2008,
supported by substantial revolver availability, ample financial
covenant cushions, and ongoing operational and working capital
management improvements.

The ratings remain constrained by ongoing adverse developments in
government and other payor reimbursement policies and low cost
competition from Asian manufacturers.  In large part as a result
of its ongoing, multi-year, restructuring plan, Invacare achieved
substantive top line and operating margin improvement in 2007,
compared to depressed levels in 2006.  As a result, the company's
financial leverage, interest coverage ratios and cash flow
generation relative to debt, have moved more solidly into a range
normally associated with the B1 Corporate Family Rating.

Nonetheless, Moody's notes that about 30% of the company's
revenues remain at risk from ongoing efforts by the US government
to implement competitive bidding with respect to Medicare durable
medical equipment, prosthetics, orthotics, and supplies.  The
ratings benefit from an aging population in Invacare's key
markets, including the US.  Moody's also acknowledges Invacare's
scale and diversification and low research and development
spending as a percentage of revenues, which are reflective of the
company's long product life-cycles.

Invacare had cash and cash equivalents of about $62 million at
fiscal year end 2007, of which over 50% was held at non-guarantor
subsidiaries.  Operating cash flow for fiscal year 2007 improved
to about $80 million (including non-recurring benefits from tax
receivables and insurance recoveries totaling $16.8 million) while
capital spending was about $20 million, excluding an additional
$5 million of acquisitions.  As of Dec. 31, 2007, Invacare had
about $131 million of revolver availability, inclusive of a small
amount of letters of credit that are outstanding.  Moody's expects
ample covenant cushions under the company's credit agreement in
the near term.

In summary, Moody's upgraded Invacare's Speculative Grade
Liquidity Rating to SGL-1 from SGL-2 and affirmed existing ratings
as:

  -- The Corporate Family Rating, rated B1;
  -- Probability of Default Rating, rated B1;
  -- $250 million Term Loan B due 2013, rated Ba2 (LGD2, 22%);
  -- $150 million revolver due 2012, rated Ba2 (LGD2, 22%);
  -- $175 million 9.75% senior notes due 2015, rated B2 (LGD4,
     68%);
  -- $135 million 4.125% senior subordinated convertible notes due
     2027, rated B3 (LGD6, 93%);

The ratings outlook is stable.

Invacare Corp. is the leading manufacturer and distributor of non-
acute health care products for home health care, retail and
extended care markets worldwide.  The company's products are
principally sold to over 25,000 home healthcare and medical
equipment providers in North America, Europe and Asia.  In fiscal
2007, the company reported revenues of $1.6 billion.


ISLETON LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Isleton, LLC
        5882 MacAdam Court
        San Jose, CA 95123

Bankruptcy Case No.: 08-51214

Chapter 11 Petition Date: March 14, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Lars T. Fuller, Esq.
                     (Fullerlawfirmecf@aol.com)
                  60 North Keeble Avenue
                  San Jose, CA 95126
                  Tel: (408) 295-5595

Total Assets: $6,401,000

Total Debts:  $5,080,438

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


IXIS ABS: Moody's Lowers Ratings to C on Three Note Classes
-----------------------------------------------------------
Moody's Investors Service has downgraded ratings of eight classes
of notes issued by IXIS ABS CDO 2, Ltd., and left on review for
possible further rating action ratings of two of these classes of
notes.  The notes affected by today's rating action are as:

Class Description: $123,500,000 Class A-1 Senior Secured Funded
Notes Due 2046;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $201,500,000 Class A-1 Senior Secured Unfunded
Notes Due 2046;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $6,500,000 Class A-X Notes Due 2046;

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

Class Description: $85,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046;

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

Class Description: $30,000,000 Class B Secured Floating Rate Notes
Due 2046;

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

Class Description: $21,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2046;

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

Class Description: $15,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2046;

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

Class Description: $4,000,000 Class E Secured Floating Rate
Deferrable Notes Due 2046.

  -- 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 February 1, of an event of default caused by a
failure of the Senior Overcollateralization Percentage to be
greater than or equal to 100 per cent, pursuant Section 5.1(j) of
the Indenture dated June 8, 2006.  This event of default is still
continuing.  IXIS ABS CDO 2, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard the Trustee reports that a majority of the Controlling
Class has directed the Trustee to declare the principal of and
accrued and unpaid interest on the Secured Notes to be immediately
due and payable and to terminate the Reinvestment Period.  
Furthermore, according to the Trustee, the Controlling Class and
the CDS Counterparty has directed the Trustee to dispose of and
liquidate the Collateral in accordance with relevant provisions of
the transaction documents.

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


J.T. REAL ESTATE: May Voluntary File for Chapter 7 Liquidation
--------------------------------------------------------------
J.T. Real Estate Investments LLC, owned by Jeff Radabaugh in Ohio,
is expected to voluntarily file for chapter 7 liquidation, Dan
Stockman of The Journal Gazette in Fort Wayne, Indiana reports.

Less than a year ago, 12 of its creditors filed involuntary
chapter 7 petition with the U.S. Bankruptcy Court in Fort Wayne
against Mr. Radabaugh seeking payment of $8,252,453, Gazette says.

According to Gazette, Mr. Radabaugh, through J.T. Real Estate,
took options on rental properties in Fort Wayne and sold them to
investors for more than the asking price, a so-called assignment
fee.

Gazette notes an FBI release stating that assignment fees are
mostly used in mortgage fraud and citing that some mortgages are
twice the actual price of the homes.

Mr. Radabaugh is also facing a lawsuit filed by the Indiana
Attorney General for conducting real estate business without
license, Gazette reveals.  Homes involved have been foreclosed and
most of the investors have filed for bankruptcy protection, adds
Gazette.

Despite these events, Mr. Radabaugh maintains that his operations
were "absolutely" legal, Gazette reports.

The hearing on the involuntary chapter 7 case against J.T. Real
Estate was initially slated yesterday, March 17, and Thursday,
March 20, 2008.

Investors' counsel Daniel Serban, Esq., stated that a case trustee
will identify the Debtor's assets, dispose of them and pay back
creditors, Gazette relates.  Mr. Serban said that the sole asset
presently identified to be the Debtor's is a property in near
Monroeville and Van Wert, Ohio, Gazette adds.

The creditors' original claim of $8,252,453, has been reduced
after Mr. Radabaugh returned some of the houses, Gazette quotes
Mr. Serban as saying.

Gazette failed to get a comment from J.T. Real Estate counsel
Robert Nicholson, Esq.

J.T. Real Estate Investments LLC is unrelated to J.T. Fields
Realtors Inc. of Fort Wayne.


JUNIPER NETWORKS: Board Permits Repurchase of $1 Bil. Common Stock
------------------------------------------------------------------
Juniper Networks Inc.'s board of directors approved a new stock
repurchase program which enables the company to purchase up to
$1 billion of the company's common stock.  

In conjunction with this new authorization, the company will
initiate an on-going, share maintenance plan designed to offset
dilution from the issuance of shares related to its employee stock
plans.

This new program is in addition to the $2 billion stock repurchase
program approved in 2006 and 2007.  To date, the company has
repurchased approximately $1.7 billion of its stock under the
$2 billion authorized in 2006 and 2007.

Share repurchases under Juniper's stock repurchase programs will
be subject to a review of the circumstances in place at the time
and will be made from time to time in private transactions or open
market purchases as permitted by securities laws and other legal
requirements.  The program may be discontinued at any time.

                      About Juniper Networks

Headquartered in Sunnyvale, California, Juniper Networks Inc.  
(NasdaqGS: JNPR) -- http://www.juniper.net/-- offers a high-
performance network infrastructure that creates a responsive and
trusted environment for accelerating the deployment of services
and applications over a single network.  This fuels high-
performance businesses.

                          *     *     *

Juniper Networks Inc. still carries Standard & Poor's 'BB' long
term foreign and local issuer credit rating which were placed in
April 2007.  


KC POOLE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: K.C. Poole, Inc.
        15 Bryant Street
        Jasper, GA 30143

Bankruptcy Case No.: 08-20720

Chapter 11 Petition Date: March 14, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: Evan M. Altman, Esq.
                     (evan.altman@laslawgroup.com)
                  Building 2-Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: (770) 394-6466
                  http://www.laslawgroup.com/

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

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


LEGENDS GAMING: Bankruptcy Filing Cues S&P to Put Default Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Legends
Gaming LLC to 'D', including the 'CCC+' corporate credit rating.
     
The ratings downgrade follows the filing by the company on
March 11, 2008 for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Western District of Louisiana.  The
company had previously announced that it had violated certain
financial covenants under its credit agreements, and was
operating under a forbearance agreement that recently expired.


LE MONDE CDO: Moody's Junks Ratings on Three Note Classes
---------------------------------------------------------
Moody's Investors Service has downgraded and placed on further
possible review for downgrade these notes issued by Le Monde CDO I
PLC:

Class Description: $120,000,000 Class A-1US Variable Funding
Dollar Notes Due 2052

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

Class Description: $80,000,000 and $69,500,000 Class A-1R
Redenominatable Floating Rate Notes Due 2052

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

Class Description: $828,495,000 Class A-2MM-US Floating Rate
Dollar Notes Due 2008

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

Class Description: $604,250,000 Class A-2US Floating Rate Dollar
Notes Due 2052

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

Class Description: $159,180,000 Class A-3MM-US Floating Rate
Dollar Notes Due 2008

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

Class Description: $360,000,000 Class A-3EU Floating Rate Euro
Notes Due 2052

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

Class Description: $62,500,000 Class A-4 Floating Rate Dollar
Notes Due 2052

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

Class Description: $30,750,000 Class B Floating Rate Dollar Notes
Due 2052

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Moody's Downgrades these Notes:

Class Description: $22,500,000 Class C Deferrable Floating Rate
Dollar Notes Due 2052

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

Class Description: $17,500,000 Class D Deferrable Floating Rate
Dollar Notes Due 2052

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

Class Description: $3,000,000 Class E Subordinated Deferrable
Floating Rate Dollar Notes Due 2052

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists of structured finance
securities.


LIBERTY MEDIA: Court Issues IAC Spinoff Feud Ruling on March 28
---------------------------------------------------------------
The Delaware Chancery Court will release its judgment on
March 28, 2008, on whether IAC/InterActiveCorp chairman Barry
Diller's spinoff scheme of the company has violated his covenant
with largest shareholder Liberty Media Corp., Jessica E.
Vascellaro of Wall Street Journal reports.

According to various reports, Judge Stephen Lamb will decide on
Mr. Diller's eviction after counsels of both companies have
furnished abstracts by March 21, 2008.  The summary must outline
their stand on Mr. Diller's power bestowed to him by Liberty and
on Liberty's effort to expel Mr. Diller, the chief executive and
other directors from the IAC board.

As reported in the Troubled Company Reporter on March 11, 2008,
John Malone, Liberty Media chairman, asserted on a March 10 Court
hearing that the proposed spinoff of IAC/InterActiveCorp violates
over a decade old pact between the companies.

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

Primary witness, Mr. Malone, pressed that Liberty Media should
continue to enjoy its rights based on a dual-voting structure.
However, Mr. Diller elected for a single-voting structure in
deciding on the spinoffs.

Michele Gershberg of Reuters relates that if Mr. Diller is proven
to have trespassed the deal, that agreement is called off and he
will be dismissed as chairman and chief executive of the company.

If the judge rule that Mr. Diller complied with the contract, the
second debate will be whether Mr. Diller and his board disregarded
their duties to stockholders with the plan, Reuters states.

                            About IAC

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

                        About Liberty Media

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

                          *     *     *

Fitch Ratings placed Liberty Media Corporation's long-term issuer
default and senior unsecured debt ratings at 'BB' in December
2006.  The ratings still hold to date.


LILIA CHAVEZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lilia Sandra Chavez
        8311 Sierra Bonita Avenue
        Rosemead, CA 91770

Bankruptcy Case No.: 08-13238

Chapter 11 Petition Date: March 13, 2008

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Michael A. Rivera, Esq.
                    (michael@riveralaw.com)
                  7840 Firestone Boulevard, Suite 105
                  Downey, CA 90241
                  Tel: (562) 869-0480

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


LILLIAN VERNON: Court Approves Asset Sale Bidding Procedures
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the proposed bidding procedures for the sale of substantially all
of Lillian Vernon Corporation and its debtor-affiliates' assets to
Creative Catalog Corp. or its designee, as "stalking horse
bidder," subject to higher and better offers.

As reported in yesterday's Troubled Company Reporter, under the
stalking-horse asset purchase agreement dated March 10, 2008,
Creative Catalog will buy the Debtors' assets for $9,250,000,
subject to certain purchase price reduction, if assets are sold
before closing.  The Debtors seek to sell inventory valued at
$10,400,000, including fixtures, equipment and personal property.

Upon the consummation of a sale of the assets to any party, the
Debtors will provide a $185,000 break-up fee plus $92,500
reimbursement for out-of-pocket expenses to Creative Catalog from
the proceeds of the sale.  The Debtors proposed that the break-up
fee will have superpriority administrative expense status.

Daniel B. Butz, Esq., at Morris Nichols Arsht & Tunnel LLP in
Wilmington, Delaware, said five other entities have expressed
their interest in purchasing the Debtors' assets.

The first incremental bid of any initial offer must be at least
$500,000 under the agreement.

                          Sale Protocol

All interested bidders must submit their offers along with
$800,000 cash deposit no later than 4:00 p.m., on March 31, 2008,
to:

     Morris Nichols Arsht & Tunnell LLP
     c/o Robert J. Dehney, Esq.
     1201 North Market Street
     Wilmington, Delaware 19899
     Fax: (302) 425,4673

The Debtor will conduct an auction on April 1, 2008, at 11:00 a.m.
and bidding will commence with the highest qualified bid and
continue with incremental amount of $100,000.

A sale hearing is scheduled for April 3, 2008, at 10:30 a.m.

                     About Lillian Vernon

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

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


LOS OSOS COMMUNITY: S&P Lifts Underlying Rating to BBB- from C
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating to
'BBB-' from 'C' on Los Osos Community Services District Wastewater
Assessment District No. 1, California's limited obligation
improvement bonds.  The outlook is stable.
     
"The raised rating reflects a U.S. bankruptcy court judge's recent
approval of the district's agreement with MBIA," said Standard &
Poor's credit analyst Paul Dyson.  "Under the agreement, all
wastewater bond assessments levied on and collected from property
owners in the district will be collected by the County of San Luis
Obispo, which will directly remit them to the bond redemption fund
held by the trustee.  This completely bypasses the district, which
filed for bankruptcy Aug. 25, 2006, and mitigates the risk for the
possible misappropriation of funds for bondholders."
     
The bonds are secured by assessments against the property in the
assessment district and were issued in 2002 to construct a
wastewater collection, treatment, and disposal system, a project
that was significantly delayed, then halted in 2005.
     
The community of Los Osos, often referred to as Los Osos-Baywood
Park, is nestled along the southern tidal estuary of Morro Bay on
the coast of Central California.  The district is located in the
unincorporated western portion of San Luis Obispo County
(population 263,242) approximately 12 miles from the City of San
Luis Obispo (population 44,439).


MAIDENFORM BRANDS: Earns $34.2 Mil. for Year Ended Dec. 29, 2007
----------------------------------------------------------------
Maidenform Brands, Inc. released its financial results for the
fourth quarter and year ended Dec. 29, 2007, in a 10-K filing with
the U.S. Securities and Exchange Commission.

The company reported a net income of $34.2 million on $422 million
of net sales for the fiscal year ended Dec. 29, 2007, compared to
a net income of $27.7 million on $416 million of net sales in
2006.

Net sales for 2007 increased $5.4 million, or 1.3%, to $422.2
million.  Wholesale segment net sales increased $5.6 million, or
1.6%, to $366.2 million in 2007, with wholesale branded net sales
up 8.7%.  A key driver for the increase was higher mass-channel
net sales of $4.3 million, or 4.7%, as Maidenform expanded its
Sweet Nothings(R) brand.  The increase in net sales was offset by
a reduction in private label sales throughout 2007 as Maidenform
focused on driving its wholesale branded business.

An additional $1.3 million in net sales came from department
stores and national chain stores, which sales were driven by solid
performance in the company's Lilyette(R) and Maidenform(R) brands.  
Total international sales, which are included in the total
wholesale segment, increased $9.9 million, or 34.7%, to $38.4
million largely due to ongoing growth in Mexico, Canada and the
United Kingdom.

Retail segment net sales for 2007 decreased $0.2 million, or 0.4%,
to $56.0 million and same store sales decreased 1.5%.

Maidenform also had total assets of $279 million, total
liabilities of $180 million, and a stockholders' equity of $99
million for the fiscal year ended Dec. 29, 2007, compared to total
assets of $244 million, total liabilities of $169 million, and a
stockholders' equity of $74 million in fiscal year 2006.

For 2007, operating income increased $12.4 million, or 22.3%, to
$67.9 million which included the pension curtailment gain.
Excluding the pension curtailment gain, operating income for 2007
increased $6.1 million, or 11.0%, to $61.6 million.  Operating
income as a percentage of net sales, excluding the pension
curtailment gain, increased to 14.6% for 2007 from 13.3% for 2006.

Net income for 2007 was $34.2 million and EPS was $1.43.  
Excluding the pension curtailment gain and deferred financing
costs -- $2.4 million after tax -- net income increased $4.0
million, or 14.4%, representing EPS growth of 15.7% to $1.33 per
share.

Thomas J. Ward, Chief Executive Officer, stated, "Our results for
the fourth quarter and 2007 reflected a number of key steps to
grow our business and shape our future.  These 2007 milestones
included:

   1) continuing net sales growth of our wholesale branded
      business of 8.7% over 2006;

   2) implementing sourcing initiatives that contributed to gross
      margins increasing 170 basis points to 39.3%;

   3) refinancing our credit facility which reduced annual
      interest expense; and

   4) maximizing cash flow utilization by voluntarily paying down
      $20.0 million of debt and repurchasing $12.5 million of
      common stock."

"Our ongoing commitment to performance drove a 15.7% diluted EPS
growth rate over last year, despite a more challenging retail
environment overall.  As we enter 2008, we remain cautious about
the retail climate but our team continues to focus on driving
Maidenform to new levels of success through expanding product
categories with existing customers, developing new customers
globally and prudently managing expenses while effectively
building our foundation for future growth."

             Financial Performance Guidance for 2008

Based on specific initiatives that Maidenform is undertaking in
2008, the company is maintaining its financial performance
projections provided on Nov. 6, 2007.  Such expected growth will
be from new brands with new customers, an expanded door presence
with certain existing customers and new product introductions
which are scheduled to occur, particularly in the second half of
2008.  The company continues to remain cautious based on the
macro-economic conditions that exist affecting the current retail
climate.  With that, Maidenform believes it is prudent to now
project that the company will be at the lower end of the range of
its previously provided guidance for 2008.

Maidenform does expect net sales for the first quarter of 2008 to
be lower from a prior year $5.0 million non-recurring private
brand program with a specialty retailer, as well as a more
challenging retail environment.  The company then projects net
sales to sequentially increase in each quarter throughout the
remainder of 2008, resulting in net sales to be flat in the first
half of the year, with mid-single digit net sales growth in the
second half of 2008.

The company's consolidated gross margins continue to be projected
at approximately 39% for 2008, with margins slightly lower in the
first half of the year from customer and product mix. For the
second half of 2008, margins are then expected to be comparable to
the second half of 2007 due to customer and product mix, in
addition to sourcing initiatives.

                      About Maidenform Brands

Maidenform Brands Inc. (NYSE: MFB) -- http://www.maidenform.com/
-- is an intimate apparel company with a portfolio of established
and well-known brands, top-selling products and an iconic
heritage.  Maidenform designs, sources and markets an extensive
range of intimate apparel products, including bras, panties and
shapewear.

During the company's 85-year history, Maidenform has built strong
equity for its brands and established a solid growth platform
through a combination of innovative, first-to-market designs and
creative advertising campaigns focused on increasing brand
awareness with generations of women.  Maidenform sells its
products under some of the most recognized brands in the intimate
apparel industry, including Maidenform(R), Flexees(R),
Lilyette(R), Sweet Nothings(R), Rendezvous(R), Subtract(R),
Bodymates(R) and Self Expressions(R).  Maidenform products are
currently distributed in approximately 55 countries and
territories.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Moody's Investors Service assigned Ba2 ratings to Maidenform's new
senior secured $50 million revolver and $100 million term loan,
the proceeds of which will be used to refinance the company's
existing senior secured revolver and term loan.  At the same time,
Moody's affirmed the company's corporate family rating at Ba3 and
probability of default rating at B1.  The ratings on the existing
$50 million revolver and $150 million term loan were withdrawn.


MARKOV CDO: Moody's Slashes Ratings on 12 Note Classes
------------------------------------------------------
Moody's Investors Service has downgraded ratings of twelve classes
of notes issued by Markov CDO I, Ltd., and left on review for
possible further rating action the rating of one of these classes
of notes.  The notes affected by today's rating action are as:

Class Description: Up to $1,600,000,000 Class S Senior Floating
Rate Notes due 2047

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

Class Description: Up to $100,000,000 Class A-0 Senior Floating
Rate Notes due 2047

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

Class Description: $100,000,000 Class A-1 Senior Floating Rate
Notes due 2047

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

Class Description: $70,000,000 Class A-2 Senior Floating Rate
Notes due 2047

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

Class Description: $80,000,000 Class A-3 Senior Floating Rate
Notes due 2047

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: C

Class Description: $70,000,000 Class B Senior Floating Rate Notes
due 2047

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

Class Description: $25,000,000 Class C-1 Floating Rate Deferrable
Notes due 2047

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

Class Description: $10,000,000 Class C-2 Fixed Rate Deferrable
Notes due 2047

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

Class Description: $27,000,000 Class D Floating Rate Deferrable
Notes due 2047

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

Class Description: $5,000,000 Class E Floating Rate Deferrable
Notes due 2047

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

Class Description: $5,000,000 C Combination Notes due 2044

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

Class Description: $5,000,000 D Combination Notes due 2044

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Nov. 16, 2007, of an event of default caused by
a failure of the Class A EOD Ratio to be greater than or equal to
100%, pursuant Section 5.1(e) of the Indenture dated May 1, 2007.   
This event of default is still continuing.  Markov CDO I, Ltd. is
a collateralized debt obligation backed primarily 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, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.  
In this regard the Trustee reports that a majority of the
Controlling Class has directed the Trustee to declare the
principal of and accrued and unpaid interest on all the Notes to
be immediately due and payable.  Furthermore, according to the
Trustee, a majority of the Controlling Class has directed the sale
and liquidation of the Collateral in accordance with relevant
provisions of the transaction documents.

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


MOMENTIVE PERFORMANCE: S&P Holds All Ratings and Revises Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Momentive Performance Materials Inc. to negative from stable.  At
the same time, S&P affirmed all its ratings on the company and its
subsidiaries including the 'B' corporate credit rating.
      
"We revised the outlook because operating income and funds from
operations are below our expectations and, in view of the
company's very aggressive debt leverage, we are concerned that
high raw material costs and the current U.S. economic slowdown
could make it difficult for Momentive to remain cash-flow
positive," said Standard & Poor's credit analyst Cynthia Werneth.
     
At Sept. 30, 2007, Momentive had $3.6 billion of debt outstanding,
adjusted to include about $400 million of seller notes issued by
its holding company parent and a modest amount of off-balance-
sheet postretirement and operating lease obligations.  Adjusted
total debt to EBITDA is very aggressive near 8x.
     
The ratings on Wilton, Connecticut-based silicones and quartz
producer Momentive reflect its satisfactory business risk profile
as a leading global silicones producer and its very high debt
leverage following Apollo Management's December 2006 acquisition
of 90% of the company from General Electric Co. for $3.9 billion.
     
Momentive is the world's second-largest silicone producer,
representing about 90% of its revenues.  The remainder of revenues
comes from the sale of quartz, primarily for semiconductors.  
Silicones are used in a wide variety of applications, including
construction, transportation, personal care, electronics, and
agriculture.  They are generally used as an additive, providing or
enhancing attributes such as resistance, lubrication, adhesion, or
viscosity. Positive attributes of the silicones business are
above-average industry growth rates and significant industry
consolidation.  Moreover, capital-intensity, technological
know-how, and well-established customer relations provide
meaningful entry barriers.  Momentive benefits from strong
diversification by customers, end markets, and regions, as well as
an increasing contribution from specialty products.
     
S&P expect profitability to remain relatively stable over business
cycles but note that Momentive does not participate in the highly
profitable polysilicone niche for solar energy applications, like
some of its large peers.  In addition, some vulnerability to
volume declines is likely during periods of economic contraction
or downturns in key end markets, and raw material hikes can cause
margin compression.  Momentive is backward-integrated into the
production of siloxane, a key intermediate raw material, with a
small percentage of its requirements supplied under a long-term
supply agreement.  However, it must purchase silicon metal from
third parties.
     
Momentive's performance has been hampered by higher costs for raw
materials such as silicon metal and methanol, and to a lesser
extent weak domestic construction and automotive end markets.  
Operating margins have slipped somewhat, although they remain in
the upper-teens percentage area.  Management has announced a
profit improvement plan that it believes will result in
$50 million to $75 million of annual cost savings from more
efficient operations and purchasing.
     
Funds from operations has been very weak, with FFO to adjusted
total debt in the low-single-digit percentage area.  On the
positive side, working capital reductions have exceeded S&P's
expectations, resulting in some free operating cash generation and
reasonable liquidity.  However, S&P believe the company could be
challenged to continue generating positive cash flow necessary to
begin to gradually reduce its heavy debt burden.


MONEYGRAM INT'L: Increased Debt Cues S&P to Lower Rating on B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on MoneyGram International to 'B+' from
'BB'.  The company remains on CreditWatch with negative
implications, where it was placed on Dec. 13, 2007.
      
"The downgrade is driven by the significantly increased debt
service that MoneyGram will have to bear if it completes its
recapitalization as currently contemplated.  The CreditWatch
Negative listing accounts for the possibility that the deal may
not be completed as currently envisioned or at all," said Standard
& Poor's credit analyst Rian M. Pressman, CFA.
     
The recapitalization would be partially financed with debt
provided by affiliates of Goldman Sachs ($500 million) and other
investors ($250 million).  Combined with MoneyGram's existing
credit agreements ($350 million), total outstanding debt could
reach as much as $1.1 billion, levering the firm to what S&P
believe is a 'B+' level.
     
Per the agreement, MoneyGram is not prohibited from soliciting or
discussing alternative proposals.  However, given the company's
weakened state, S&P believe this scenario is increasingly
unlikely.  Given what S&P view as MoneyGram's limited
alternatives, if the recapitalization transaction does not close,
the rating may be lowered by more than one notch.  If the
transaction closes as currently contemplated, the rating will be
affirmed and the outlook changed to stable.
     
On March 10, 2008, MoneyGram announced that it amended its
recapitalization agreement with an investment group led by Thomas
H. Lee Partners and Goldman Sachs.  The revised agreement was
necessitated by MoneyGram's failure to meet certain closing
conditions attached to the original agreement, including the
requirement that the company have, on a pro forma basis for the
transaction, at least $150 million of unrestricted assets.
     
The amended agreement, which was made on terms less favorable than
the original agreement, contemplates that the investors will
purchase $760 million of Series B and Series B-1 Preferred Stock,
which will initially be convertible into approximately 79% of the
common equity of the company.  (The original agreement had
contemplated the investment group owning 63% of the company.)  The
lower conversion price ($2.50 per share versus $5.00 per share in
the original agreement) indicates MoneyGram's weakened balance
sheet, as the company shed virtually its entire asset-backed
securities portfolio at a total loss of $1.6 billion through
first-quarter 2008.
     
The company's securities portfolio is held against the payment
liabilities associated with its official check/money order
business.  While these liabilities currently exceed the assets
allocated to cover them, MoneyGram's short-term liquidity position
is intact, as the proceeds from securities sales were reinvested
into cash, which is available to meet payment obligations as they
come due.  S&P expect MoneyGram to invest the funds supplied
by the investor group into short-term government securities, which
will fill the funding gap and return the payment asset/obligation
to equilibrium.
     
S&P's favorable opinion of MoneyGram's core money transfer
business remains unchanged.  S&P continue to believe that, if
levered conservatively, it would warrant an investment-grade
rating.


MTR GAMING: Completes Sale of Binion's Gambling to TLC Casino
-------------------------------------------------------------
MTR Gaming Group Inc., after receipt of all regulatory approvals,
completed the sale of the stock of Speakeasy Gaming of Fremont
Inc., which owns and operates Binion's Gambling Hall & Hotel in
Las Vegas, Nevada, to TLC Casino Enterprises Inc. for cash.  

Net proceeds to the company, after adjustments based on net
working capital and certain capital expenditures for maintenance
and repairs pursuant to the terms of the parties' June 26, 2007
stock purchase agreement, as amended Feb. 29, 2008, were
approximately $28.2 million, exclusive of the fees and costs of
the transaction.

"The completion of the sale of Binion's, well as the sale of the
Speedway Casino's non-gaming assets,  allows MTR to focus on
growing and optimizing its core assets, as we are doing at
Mountaineer with the recent addition of table games and poker,"
Edson R. Arneault, MTR's chairman, president and CEO, stated.  "We
wish all of the Binion's employees well and we are confident that
they and the property will do well under the leadership of TLC's
Terry Caudill and his management team."

As reported in the Troubled Company Reporter on June 29, 2007,
MTR Gaming Group Inc. entered into a definitive agreement with
TLC Casino Enterprises Inc. to sell Binion's Gambling Hall & Hotel
in Las Vegas, Nevada, for $32 million in cash.  

                 About TLC Casino Enterprises Inc.

TLC Casino Enterprises Inc. is controlled by Terry Caudill.  The
company also owns the Four Queens Hotel & Casino in Downtown Las
Vegas.  

                         About MTR Gaming

Headquartered in Chester, West Virginia, MTR Gaming Group Inc.
(NasdaqGS:MNTG) -- http://www.mtrgaming.com/-- owns and operates   
the Mountaineer Race Track & Gaming Resort in Chester, West
Virginia; Scioto Downs in Columbus, Ohio; the Ramada Inn and
Speedway Casino in North Las Vegas, Nevada; Binion's Gambling Hall
& Hotel in Las Vegas, Nevada; and holds a license to build Presque
Isle Downs, a thoroughbred racetrack with pari-mutuel wagering in
Erie, Pennsylvania.  The company also owns a 50% interest in the
North Metro Harness Initiative LLC, which has a license to
construct and operate a harness racetrack and card room outside
Minneapolis, Minnesota and a 90% interest in Jackson Trotting
Association LLC, which operates Jackson Harness Raceway in
Jackson, Michigan.

                           *     *     *

Moody's Investors Service placed MTR Gaming Group Inc.'s
probability of default rating at 'B1' in September 2006.  The
rating still hold to date with a stable outlook.


NANOGEN INC: Restructures $12.9 Million Senior Convertible Notes
----------------------------------------------------------------
Nanogen Inc. said Friday that it entered into agreements with the
holders of its 6.25% senior convertible notes due 2010 issued on
Aug. 27, 2007 to restructure the indebtedness.  In the
restructuring, the holders of 6.25% senior convertible notes will
exchange an aggregate $12.9 million in principal amount of the old
notes with the company's 9.75% senior secured convertible notes
due 2010 with an aggregate principal amount of $15.5 million.  The
9.75% senior convertible notes are convertible initially into an
aggregate of approximately 22,784,000 shares of common stock of
the company at an initial conversion price of $0.6803 per share.  
The terms of the 9.75% senior convertible notes provide for the
mandatory payment of the principal in specified periodic
installments as well upon certain asset disposition and financing
transactions.

The balance of the 6.25% senior convertible notes will remain
outstanding, secured by a $7.0 million letter of credit.  In
connection with the restructuring, Nanogen will grant a collateral
agent on behalf of the holders of the 9.75% senior convertible
notes a security interest in substantially all of the assets of
Nanogen.  Upon closing of the restructuring, the conversion price
of the remaining 6.25% senior convertible notes and the exercise
prices of certain warrants issued in the August 2007 debt
financing will be adjusted to an amount equal to $0.6803.

As part of the debt restructuring, the holders of its 6.25% Senior
Convertible Notes consented to potential sale of certain
royalties, the consent being effective upon the consummation of
the debt restructuring.

                      Fourth Quarter Results

Nanogen said that its fourth quarter net loss narrowed to $6.1
million or $0.08 per share, from $11.2 million or $0.17 per share,
for the same quarter in 2006.

Total revenues for the fourth quarter increased by 13% to $9.8
million from $8.7 million in the same period in 2006.

Nanogen expects total 2008 revenues to increase by about 25% from
2007 levels with a gross margin of about 60%.

                          About Nanogen

San Diego, California-based Nanogen Inc. (NASDAQ: NGEN) --
http://www.nanogen.com/-- provides advanced diagnostic products.   
As of March 16, 2007, the company was developing several product
lines that directly target specific markets within the advanced
diagnostics field.  Its diagnostic technologies focus on the
identification of the nucleic acid sequences, gene variations and
gene expressions associated with both genetic conditions and
infectious diseases.  Nanogen has four categories of advanced
diagnostic technologies: molecular testing platforms molecular
reagents point-of-care tests and advanced genetic markers.  On
Feb. 6, 2006, Nanogen acquired the rapid cardiac immunoassay
point-of-care test business of Spectral Diagnostics Inc.  The
acquired products include rapid tests for levels of CKMB,
Myoglobin and Troponin, all of which are frequently used in
cardiac care.  On May 1, 2006, it completed the acquisition of the
diagnostics division of Amplimedical S.P.A.

                          *     *     *

Dutton Associates LLC -- http://www.jmdutton.com/-- initiated its  
coverage of Nanogen Inc. with a strong speculative buy rating and
a 12-month price target of $1.00.  The 17-page report by Dutton
Associates senior analyst Wayne M. Lottinville, CFA is available
at Dutton's site as well as from First Call, Bloomberg, Zacks,
Reuters, and Knobias and other leading financial portals.


NARRAGANSETT PELLET: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Narragansett Pellet Corp.
        275 Ferris Avenue
        Rumford, RI 02916

Bankruptcy Case No.: 08-10699

Type of Business: The Debtor manufacture wood pellets using
                  softwood and hardwood wood waste.

Chapter 11 Petition Date: March 14, 2008

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Joseph Kuchinski, Esq.
                  Lee Blais, Esq.
                  Blais & Parent
                  20 Cabot Boulevard, Suite 300
                  Mansfield, MA 02048
                  Tel: (508) 618-1280

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.


NATIONAL LAMPOON: Receives Listing Non-Compliance Notice from AMEX
------------------------------------------------------------------
National Lampoon Inc. received a letter from the American Stock
Exchange which indicated that the company does not meet certain of
the American Stock Exchange's continued listing standards as set
forth in Part 10 of the Amex company Guide.

The company will provide the American Stock Exchange with a
specific plan to achieve and sustain compliance with the continued
listing standards by March 27, 2008, demonstrating that the
company will achieve compliance by the given deadline of Aug. 27,
2008.

"We have come a long way building our businesses and growing our
revenues, and we are finally seeing the results of this," stated
Daniel Laikin, National Lampoon chief executive officer.  "We are
already in the process of strengthening our balance sheet through
exercise of warrants and conversion of preferred dividends and
stock, along with the revenue growth from our film and online
media divisions, which will all be part of the plan we submit."

The company expects to submit a plan to the American Stock
Exchange to regain compliance with the continued listing standards
on or before March 27, 2008.  

Specifically, the company is not in compliance with Section
1003(a)(iv) of the company Guide because it has sustained losses
which are substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the American Stock Exchange, as to whether the company will be
able to continue its operations and/or meet its obligations as
they mature.

If the company either fails to submit a plan or if it submits a
plan and the staff of the American Stock Exchange determines that
the plan does not adequately address these issues, the company may
be subject to delisting proceedings.  Furthermore, if the plan is
accepted but the company is not in compliance with the continued
listing standards at the conclusion of the plan period or if it
does not make progress consistent with the plan during the plan
period, the staff of the American Stock Exchange will initiate
delisting proceedings as appropriate.  The company may always
appeal the staff determination to initiate delisting proceedings.

                     About National Lampoon

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- is active in an  
array of media and entertainment segments.  These include feature
films, television programming, online and interactive
entertainment, home video, audio, and book publishing.  The
company also owns interests in all major National Lampoon
properties, including National Lampoon's Animal House, the
National Lampoon Vacation series and National Lampoon's Van
Wilder.  The company has three core operating divisions: National
Lampoon Films, College Marketing Division, and National Lampoon
Networks.

                    Going Concern Doubt

Weinberg & company P.A., in Los Angeles, epxressed substantial
doubt about National Lampoon Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended July 31, 2007.  The auditing frim
pointed to the company's working capital deficiency of $7,196,255
and accumulated deficit of $41,257,284 as of July 31, 2007, and a
net loss of $2,504,170 for the year ended July 31, 2007.


NEO CDO: Moody's Downgrades Ratings on Eight Note Classes
---------------------------------------------------------
Moody's Investors Service has downgraded ratings of eight classes
of notes issued by Neo CDO 2007-1, Ltd.  One of these ratings was
left on review by Moody's for possible further downgrade.  The
notes affected by the rating actions are:

Class Description: $90,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2053

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2053

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

Class Description: $15,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2053

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

Class Description: $52,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2053

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

Class Description: $6,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2053

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

Class Description: $12,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

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

Class Description: $6,000,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

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

Class Description: $16,500,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Dec. 19, 2007, of an event of default caused
when the Class A/B/C Overcollateralization Ratio is less than 100%
on any Mesurement Date, as required under Section 5.1 (i) of the
Indenture and Section 5.1 of the Terms Supplement dated April 5,
2007.

Neo CDO 2007-1, Ltd is a collateralized debt obligation backed
primarily by a portfolio of CDO and RMBS securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the ratio described above failed to
meet the required level.

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.  In this
regard the Trustee reports that a majority of the Controlling
Class has directed the Trustee to declare the principal of and
accrued and unpaid interest on the Notes to be immediately due and
payable and to terminate the Reinvestment Period.  Furthermore,
according to the Trustee, a majority of the Controlling Class has
directed the Trustee to commence the process of the sale and
liquidation of the Collateral in accordance with relevant
provisions of the transaction documents.

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


NEXMED INC: Losses Cue Amper to Raise Going Concern Doubt
---------------------------------------------------------
Edison, N.J.-based Amper, Politziner & Mattia PC expressed
substantial doubt about the ability of NexMed Inc., to continue as
a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses and negative cash flows from
operations.  It also expects the company to incur future losses.

Nexmed posted a net loss of $8,787,228 on net revenue of
$1,270,367 for the year ended Dec. 31, 2007, as compared with a
net loss of $8,043,253 on net revenue of $1,866,927 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $10,672,706
in total assets, $5,867,949 in total liabilities, and $4,804,757
in stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $3,681,680 in total current assets
available to pay $2,329,899 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?2939

                           About NexMed

NexMed Inc., (NasdaqCM: NEXM) -- http://www.nexmed.com-- is a  
pharmaceutical and medical technology company.  It designs,
develops, manufactures, and markets pharmaceutical products in the
United States and Hong Kong.  The company is leveraging its
proprietary drug technology, NexACT, to develop a pipeline of
pharmaceutical products to address significant unmet medical
needs.  It develops transdermal treatments based on the NexACT
drug delivery technology, which might enable an active drug to be
better absorbed through the skin.  The company also develops
treatments for sexual dysfunction and nail fungus based on its
proprietary NexACT drug delivery technology.  Its products under
development include Alprox-TD, which is an alprostadil-based cream
treatment intended for patients with erectile dysfunction; and
Femprox, an alprostadil-based cream product intended for the
treatment of female sexual arousal disorder.  The company has a
licensing agreement with Novartis International Pharmaceutical,
Ltd., for the development, manufacture, and commercialization of
NM100060, a nail lacquer treatment for onychomycosis.  NexMed was
founded in 1987 and is based in East Windsor, New Jersey.


NEXTMEDIA OPERATING: S&P Cuts Corp. Credit to B-; Puts Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Englewood, Colorado-based NextMedia Operating Inc. to
'B-' from 'B' and placed the rating on CreditWatch with negative
implications.
      
"The rating action reflects our uncertainty regarding NextMedia's
ability to obtain permanent covenant relief in the current tight
credit environment," explained Standard & Poor's credit analyst
Michael Altberg.
     
As of Dec. 31, 2007, the company had a narrow margin of compliance
against its 1.55x interest coverage covenant, and S&P believe the
company will be in violation when this covenant tightens to 1.8x
on April 1, 2008.  In order to amend its credit agreement, S&P
expect the company will have to either sell assets in order to pay
down debt, pay considerable consent fees, or a combination of the
two.
     
Revenue and EBITDA were down 2.1% and 3.0%, respectively, for
2007, as a 1.4% increase in outdoor revenue was more than offset
by a 5% decline in radio revenue.  S&P are concerned about the
negative secular trends facing the radio industry.  Growth
fundamentals in outdoor advertising remain healthy, and are not
subject to the same competition that radio is from alternative
media such as the Internet.  S&P believe NextMedia might be
required to sell assets to obtain an amendment, and are concerned
about the downward pressure on resale multiples in the currently
tight credit environment.
     
In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's ability to amend its credit agreement and
the terms of a potential amendment, including the degree of
cushion under revised covenants, step-down schedules, consent
fees, and potential asset sale requirements.


NORTHLAKE CDO: Moody's Cuts Rating to Ca on $14.5MM Cl. III Notes
-----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
further possible downgrade these notes issued by Northlake CDO I,
Limited:

Class Description: $56,000,000 Class I-A Floating Rate Notes due
2033

  -- Prior Rating: Aaa
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $45,000,000 Class II Floating Rate Notes due
2038

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $14,500,000 Class III Floating Rate Notes due
2038

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


NORTHWESTERN CORP: S&P Lifts Corp. Credit Rating on BBB from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sioux Falls, South Dakota-based NorthWestern Corp. to
'BBB' from 'BB+'.  The outlook is stable.

Issues secured under the company's Montana indenture were raised
to 'A-' from 'BBB', with a recovery rating of '1+', and issues
secured under the company's South Dakota indenture were raised to
'BBB+' from 'BBB', with a recovery rating of '1'.  S&P also raised
the unsecured rating on NorthWestern to 'BBB-' from 'BB-'.
      
"The upgrade reflects a steady improvement in the company's
financial profile and the paring of nonregulated operations," said
Standard & Poor's credit analyst Antonio Bettinelli.  The company
has also shown a commitment to focus on regulated utility
operations, including the important task of managing regulatory
risk, and to resolve pending litigation.
     
NorthWestern has about $834 million of debt outstanding.
     
The ratings on NorthWestern primarily reflect its Montana electric
and natural gas transmission and distribution utility with
electric provider-of-last-resort obligations, a smaller vertically
integrated electric and natural gas distribution utility operating
in central South Dakota, gas operations in Nebraska, and an
interest in Colstrip Unit 4.
     
Financial measures have improved significantly since the company
emerged from bankruptcy in 2004, and we expect adjusted cash flow
coverage to remain strong over the next few years.  For the year
ended Dec. 31, 2007, funds from operations interest coverage was
3.7x, FFO to total debt was 22.1%, and total debt to total capital
was 51.5%.  S&P adjusted all ratios to reflect imputed debt
adjustments for operating leases and postretirement benefit
obligations.


O'CHARLEY'S INC: Operating Decline Prompts S&P to Revise Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
the Nashville, Tennessee-based O'Charley's Inc. to negative from
stable.

"The change in outlook reflects a significant decline in operating
performance in the fourth quarter of 2007 and our expectations
that those trends will likely continue, given the very difficult
operating environment facing casual dining restaurants," said
Standard & Poor's credit analyst Charles Pinson-Rose.
     
Standard & Poor's long-term corporate credit rating on the company
is 'BB-'.  However, the company's operating performance worsened
in fiscal 2007 and was particularly weak in the fourth quarter.  
"The company's credit metrics in 2008 could deteriorate to a point
where a downgrade is warranted," said Mr. Pinson-Rose.
     
Also considered was the possibility that the company would adopt
more aggressive and shareholder-friendly financial policies as a
result of expanding its board and appointing representatives from
Crescendo Partners, a large shareholder.  However, certain
covenants of the company's senior secured credit facility and
subordinated notes limit the likelihood of significant debt-
financed dividends or share repurchases, and thus inhibit actions
that would have a material affect on the company's credit profile.


OCWEN FINANCIAL: Failed Proposal Cues Fitch to Put Negative Watch
-----------------------------------------------------------------
Fitch Ratings has revised these Ocwen Financial Corp.'s ratings to
Rating Watch Negative from Evolving:

  -- Long-term IDR 'B+';
  -- Short-term IDR 'B'.

Fitch's rating action follows the company's announcement that it
was unable to reach an agreement on a proposal by an investor
group led by the company's current CEO, William Erbey, to acquire
all the outstanding shares of OCN common stock.  Fitch believes
that the impact of this development, in of itself, is a ratings
neutral event.  However, the fluid state of OCNs corporate
structure combined with a tougher environment for servicing
subprime mortgages and challenges associated with capital markets
dislocation places negative pressure on OCN's current rating.

Although recent performance supports the current rating, Fitch
believes that operating performance in the near term will come
under pressure as higher delinquencies and foreclosures drive up
servicing costs and financing servicing advances become more
expensive.  Longer term, the future of OCN's core business is
uncertain as the demand for third-party, non-conforming servicing
may significantly diminish.

To resolve the Negative Rating Watch, OCN would need to increase
borrowing capacity through new facilities or those servicing
advance securitizations currently in the pipeline.  To maintain
the current rating the company would also need to demonstrate the
ability to generate a reliable earnings stream and stable
operating cash flow.  

Other external factors such as the continued legislative and
regulatory scrutiny of subprime mortgage servicing are negative
rating considerations.  Absent resolution of these rating triggers
over the first quarter of 2008, a ratings downgrade would result.


OWENS-ILLINOIS: Board OKs Preferred Stock Redemption on March 31
----------------------------------------------------------------
Owens-Illinois Inc.'s board of directors has elected to redeem its
outstanding convertible preferred stock, par value $0.01.  The
redemption date is March 31, 2008.  

All of the 9,050,000 shares of convertible preferred stock will be
redeemed for the common stock of the company according to the
applicable certificate of designations.  

Preferred shareholders that choose not to convert prior to the
redemption date will receive 0.9424 shares of O-I common stock in
exchange for each share of convertible preferred stock owned.  
Preferred shareholders' conversion right will terminate at the
close of business on March 28, 2008, one business day prior to the
redemption date.  The company will cease paying the current 4.75%
annual dividend upon the redemption date.

Based in Perrysburg, Ohio, Owens-Illinois Inc. (NYSE:OI)
-- http://www.o-i.com/-- is a manufacturer of packaging products   
and glass containers with operations in Europe, North America,
Asia Pacific and South America.  The company is also a
manufacturer of healthcare packaging, including plastic
prescription containers and medical devices, and plastic closure
systems, including tamper-evident caps and child-resistant
closures, with operations in the United States, Mexico, Puerto
Rico, Brazil, Hungary, Malaysia and Singapore.

                      *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2008,
Standard & Poor's Ratings Services raised its ratings on Owens-
Illinois Inc. by one notch, including the corporate credit rating
to 'BB' from 'BB-'.  The outlook is stable.


PARD CONTRACTORS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pard Contractors, Inc.
        P.O. Box 368
        South River, NJ 08882

Bankruptcy Case No.: 08-14523

Chapter 11 Petition Date: March 14, 2008

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Michael R. Speck, Esq.
                   (yausa3@aol.com)
                  Garces & Grabler
                  235 Livingston Avenue
                  New Brunswick, NJ 08901
                  Tel: (732) 249-1300
                  Fax: (732) 745-1247

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

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


PLACE PORTFOLIO: Reznick Group Expresses Going Concern Doubt
------------------------------------------------------------
Reznick Group, P.C., in Atlanta, Ga., raised substantial doubt
about the ability of Place Portfolio Lessee, LLC, to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor reported that the
company has negotiated an early termination of the lease agreement
with Education Realty Operating Partnership LP, which will
effectively end the company's operations.

The company posted a net loss of $2,636,031 on revenues of
$23,899,189 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,873,370 on revenues of $24,193,278 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $6,861,639 in
total assets, $1,482,541 in total liabilities, and $5,379,098 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?293b

In January 2006, Education Realty Trust Inc.'s operating
partnership, Education Realty Operating Partnership LP, entered
into a Lease Agreement with Place Portfolio Lessee LLC, a Georgia
limited liability company, pursuant to which Place leased from the
Operating Partnership a portfolio of 13 properties.

                   About Education Realty Trust

Memphis, Tenn.-based Education Realty Trust Inc., (NYSE: EDR) --
http://www.educationrealty.com-- founded in 1964, is a real  
estate investment trust (REIT), that acquires, owns, leases, and
manages student housing communities near university campuses in
the United States.  As of Dec. 31, 2006, the company owned 40
student housing communities located in 17 states containing 26,019
beds in 7,953 apartment units located near 33 universities.  It
also provides third-party management services for student housing
communities owned by educational institutions, charitable
foundations, and others.  It offers management services and third-
party development consulting services primarily to universities
seeking to modernize their on-campus student housing communities.  
The company qualifies as a REIT for federal income tax purposes.   
As a REIT it would not be subject to federal corporate income
taxes if it distributes at least 90% of its taxable income to its
stockholders.

                   About Place Portfolio Lessee

Place Portfolio Lessee, LLC, is a Georgia Limited Liability
Company formed Nov. 29, 2005.  Place Properties, LP, is the sole
member of the company.  The company was formed to operate and
manage 13 student-housing properties that are being leased from a
third party.


PLASTECH ENGINEERED: Won't Decide on Assumption of Amerigas Pact
----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates -- as
well as the Official Committee of Unsecured Creditors and Bank of
America N.A. -- ask the U.S. Bankruptcy Court for the Eastern
District of Michigan to deny the request of AmeriGas Propane L.P.,
to immediately compel the Debtors to decide on their prepetition
contract for the provision of propane.

                       Amerigas Contract

AmeriGas and the Debtors are parties to a National/Regional
Accounts Propane Gas Agreement dated July 10, 2006, pursuant to
which AmeriGas agreed to deliver propane gas to the Debtor.  The
Debtor, which uses the propane gas in operating forklifts for its
manufacturing operations, also rents equipment related to the
storage and distribution of the propane gas.

In the 45 days preceding the bankruptcy date, AmeriGas provided
the Debtor goods worth $126,439.  The Debtor also received a
portion of the goods, valued at $64,815, in the 20 days
immediately preceding the date of bankruptcy.

AmeriGas adds that Plastech also has defaulted on additional
payment obligations under the Agreement.  AmeriGas is still owed
$357,825 for goods delivered prepetition.  

On Feb. 19, 2008, AmeriGas sent a reclamation demand to pursuant
to Section 546(c) of the U.S. Bankruptcy Code.

Dianne S. Ruhlandt Esq., at Erman, Teicher, Miller, Zucker &
Freedman, P.C., in Southfield, Michigan, stated that AmeriGas
doubts Plastech's ability to continue honoring its contractual
commitments going forward, noting of:

    -- the Debtor's prepetition payments defaults over three
       months,

    -- Chrysler, LLC's attempt to pull its supply with Debtors,

    -- Plastech's illusory postpetition financing, and

    -- the fact that the bankruptcy cases were initiated to avert
       operational crisis.

In that light, Ms. Ruhlandt asked the Court to:

    a. compel Plastech to assume or reject the Propane Sale
       Agreement immediately, or in the alternative, order the
       Debtor to comply with the terms of the Agreement pending  
       its decision to assume or reject, and provide satisfactory
       assurance in the form of:

        (i) prepayment of all goods provided under the Agreement
            postpetition; and

       (ii) a letter of credit with AmeriGas as beneficiary,   
            issued by a nationally-recognized banking institution
            acceptable to AmeriGas, in the amount equal to the  
            value of the goods received in the two months  
            immediately preceding the Petition Date;

     b. grant it permission to reclaim the $126,439 worth
        reclamation goods, or any remaining portion thereof, from
        the Debtor;

     c. grant it an allowed administrative expense claim for
        $64,815 pursuant to Section 503(b)(9) of the Bankruptcy   
        Code and order the payment of the claim within 10 days;
        and

     d. modify the automatic stay, to the extent necessary, to
        allow it to assert its rights pursuant to Section 503
        and 516 of the Code and the Agreement.

Based on prepetition usage, AmeriGas expects to extend about
$100,000 in new credit to the Debtors every month, hence, it
demands adequate assurance of payment.  Ms. Ruhlandt noted that
by continuing to deliver propane gas without firm assurance of
payment, AmeriGas has become an involuntary, unsecured lender to
Plastech and the other Debtors.  By contrast, the Debtors offered
their "voluntary" DIP Lenders with, inter alia, liens on all
assets of the Debtors and a superpriority administrative expense
claim that would come ahead of AmeriGas' postpetition claim.

                   Plastech and BofA's Objection

On behalf of Plastech, Mr. Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, asserts
AmeriGas is not entitled to immediate payment of administrative
claims, being an unsecured creditor.  He avers that granting
AmeriGas immediate payment of its claim would set a precedent to
numerous similar claims that would divert the Debtors' attention
from the reorganization plan.

BofA, the agent to the Debtors' postpetition lenders, supports the
Debtors' position.

Furthermore, according to Mr. Galardi, the Court-approved
reclamation procedures provided for a 60-day review period within
which the Debtors could evaluate pending administrative claims.
It is thus premature to direct actions regarding the said
requests, and such action would contravene the breathing spell
afforded by Section 365 of the Bankruptcy Code, he asserts.

Mr. Galardi notes the Debtors' case is complex with nine
affiliated debtors, and approximately $1,200,000,000 to
$1,300,000,000 in annual sales, and with thousands of creditors
and parties-in-interest.  The Debtors are parties to thousands of
purchase orders and agreements.  Thus, the Debtors are parties to
hundreds, if not thousands, of executory contracts that may be
subject to assumption or rejection, he points out.

He notes that at the present time, the Debtors have not even had
ample time to identify, much less complete, a thorough review and
analysis of all such contracts.

AmeriGas has failed to present just cause for the immediate
assumption or rejection of its contracts, nor has it demonstrated
legally cognizable damage, if its request is denied, he asserts.

                      Committee's Objection

Robert D. Gordon, Esq., at Clark Hill PLC, in Detroit, Michigan,
counsel for the Committee, asserts AmeriGas failed to present
justifiable cause for the Debtors to shorten statutory period to
assume or reject the contract, pursuant to Section 365(d)(2) of
the Bankruptcy Code.

Mr. Gordon said none of the circumstances cited by AmeriGas
demonstrated significant present hardship or potential harm to
it, adding that, the early decision to elect to assume the
contract may unnecessarily convert $293,000 of non-priority debt
into administrative expense claims.

Mr. Gordon also claims that AmeriGas is not entitled to the
additional assurance it seeks because it did not invoke those
certain provisions in the Agreement prepetition.

Mr. Gordon adds that the Committee defers to the procedures
already in place with respect to $126,439 of reclamation goods
claimed by AmeriGas.  The Committee also defers to the Debtors'  
proposal to reconcile and fund the administrative claims arising  
under Section 503(b)(9) of the Bankruptcy Code.  However,
AmeriGas' request for automatic stay should be denied as it is
not warranted at this time of the Chapter 11 case proceedings,
Mr. Gordon avers.

                     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.

Robert D. Gordon, Esq., at Clark Hill PLC, in Detroit, Michigan,
represents the Official Committee of Unsecured Creditors 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 and 8;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


POLY-PACIFIC INT'L: To Grant 2.5 Mil. Stock Options to Personnel
----------------------------------------------------------------
Poly-Pacific International Inc. intends to grant 2,575,000 stock
options, in the aggregate, to directors, officers, employees and
consultants of the company, subject to regulatory approval.  The
options will have an exercise price of $0.12, with a five-year
term to expiry.

The company also disclosed the amendment to an aggregate of
1.5 million options originally granted July 23, 2007.  The
exercise price has been amended from $0.325 to $0.12 and all other
terms of the options remain unchanged.  

The amendment to the options held by consultants and employees is
subject to regulatory approval and the amendment to the options
held by directors and officers is subject to both regulatory and
disinterested shareholder approval, to be sought at the company's
next annual shareholder meeting.  The amended options will not be
available for exercise until all necessary approvals are obtained.

The company further disclosed that effective Feb. 19,2008, a
director of the company has agreed to surrender 500,000 of the
options originally granted to him under the company's Stock Option
Plan on July 23, 2007, at a price of $0.325.

              About Poly-Pacific International Inc.

Based in Edmonton, Alberta, Poly-Pacific International Inc. -
http://www.poly-pacific.com/-- (TSX: PMB.V)(BERLIN: AOLGDN)
(OTC BB: PLYPF)(FRANKFURT: POZ) is an innovator in eco-friendly
solutions to Industrial waste by-products.  The company is
actively pursuing the reclamation of industrial polymer fibre
throughout North American landfill sites.

                    Going Concern Doubt

Collins Barrow Edmonton LLP, in Edmonton, Alberta, expressed
substantial doubt about Poly-Pacific International Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditor pointed to the company's recurring losses from
operations and net working capital deficiency.


POWERMATE HOLDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Powermate Holding Corp.
             3901 Liberty Street
             Aurora, IL 60504

Bankruptcy Case No.: 08-10498

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Powermate Corp.                            08-10499
        Powermate International, Inc.              08-10500

Type of Business: The Debtors are manufacturers of portable and
                  home standby generators, air compressors, and
                  pressure washers.  See http://www.powermate.com/

Chapter 11 Petition Date: March 17, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Kenneth J. Enos, Esq.
                     (bankruptcy@ycst.com)
                  Michael R. Nestor, Esq.
                     (bankruptcy@ycst.com)
                  Young, Conaway, Stargatt & Taylor
                  P.O. Box 391
                  17th Floor, 1000 West Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://www.ycst.com/

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Powermate Holding Corp.        $1 million to        $50 million to
                                 $10 million          $100 million

Powermate Corp.               $50 million to        $50 million to
                                $100 million          $100 million

Powermate International,       $1 million to        $50 million to
Inc.                             $10 million          $100 million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Robin America, Inc.            trade debt            $4,033,856
   (dquance@RobinAmerica.com)
P.O. Box 94007
Chicago, IL 60690
Tel: (630) 350-8200
Fax: (630) 350-8212
http://www.RobinAmerica.com/

Sumec Machinery & Electric     trade debt            $2,789,852
Co., Ltd.
   (gaoxx@sumec.com.cn)
Bank of China, Jiangsu Branch
148 Zhiong Shan Nanlu
Nanjing, China 317523
Tel: 0086-25-84531736
Fax: 0086-25-84415642
http://www.sumec.com.cn/

American Honda Motor Co., Inc. trade debt            $2,599,364
   (philip_scheer@ahm.honda.com)
1919 Torrance Boulevard
Mailstop 100-sW-5C
Torrance, CA 90501
Tel: (310) 783-2279
Fax: (310) 787-3993
http://www.ahm.honda.com/

Zhejiang Xinlei Mechanical &   trade debt            $1,985,020
Electrical Co., Ltd.
   (westlife@xinlei.com)
Xinlei Industrial Zone
Zeguo, Wenling
ZheJiang, China 31752
Tel: 86-576-642-5046
Fax: 86-576-642-5199
http://www.xinlei.com/

Tecumseh Power Co.             trade debt            $1,856,975
P.O. Box 905215
Charlotte, NC 28290-5215
Tel: (262) 377-2700
Fax: (920) 898-2704

Ningbo Alton Mechanical &      trade debt            $1,854,745
Electrical Co.
   (janice@nbalton.com)
16 Sunlight Road, Songjiacao
Gaoqiao Town, Yinzhou District
Ningbo, China
Tel: 86-574-8808-7020
Fax: 86-574-2885-6919
http://www.nbalton.com/

Sumec Hardware & Tools Co.,    trade debt            $1,782,029
Ltd.
   (zhuyongqian@sumec.com.cn)
198 Changjiang Road
Nanjing, China 210018
Tel: 86-25-84531622
Fax: 86-25-84518954
http://www.sumec.com.cn/

A.O. Smith Corp.               trade debt            $1,484,317
   (Nancy.Penkal@aosepc.com)
P.O. Box 74440
Cleveland, OH 44194-4440
Tel: (800) 765-5277
Fax: (937) 667-5030
http://www.aosepc.com/

Chongqing Senci Electric Co.   trade debt            $1,290,465
   (shirleyxgl@163.com)
No. 80 Zaojiaobao,
Tianshengqiao
Beibei, Chonqing, China
Tel: 86-23-6825667
Fax: 86-23-86025186

Zhejiang Rongpeng Air Tools    trade debt            $847,763
Co., Ltd.
   (Doristu@rongpeng.com)
Zinlei Industrial Zone
Zeguo, Wenling
Zhejiang, China
Tel: 86-576-82533820
Fax: 86-576-82454239
http://www.rongpeng.com/

Briggs & Stratton Corp.        trade debt            $798,859
   (Voecks.Beth@basco.com)
P.O. Box 689309
Milwaukee, WI 53268-9309
Tel: (414) 259-5521
Fax: (414) 256-5172
http://www.basco.com/

Werner Value Ad                trade debt            $789,839
   (pspaccarotella@wernervas.com)
39365 Treasury Center
Chicago, IL 60694-9300
Tel: (800) 228-2240, (ext.)
     2062
Fax: (402) 894-3887
http://www.wernervas.com/

RAO Manufacturing Co.          trade debt            $774,148
   (donald.olsen@raomfg.com)
SDS-12-2615
P.O. Box 86
Minneapolis, MN 55486-2615
Tel: (763) 586-3609
Fax: (763) 571-3666
http://www.raomfg.com/

Coleman Co.                    trade debt            $619,936
   (RHughes@coleman.com)
Dept. Ch. 10749
Palatine, IL 60055-0749
Tel: (620) 665-3667
Fax: (620) 665-8025
http://www.coleman.com/

Bennett Packaging              trade debt            $608,837
   (Jamie.Martino@bpkc.com)
P.O. Box 411145
Kansas City, MO 64141-1145
Tel: (816) 447-9235
Fax: (816) 379-5013
http://www.bpkc.com/

Blow Molded Specialties, Inc.  trade debt            $504,216
   (Lesley.Winkelman@blowmolded.com)
EB #141
P.O. Box 1691
Minneapolis, MN 55480-1691
Tel: (320) 968-5501
Fax: (320) 968-7343
http://www.blowmolded.com/

Olympic Steel, Inc.            trade debt            $483,855
   (KThein@olysteel.com)
5246 Paysphere Circle
Chicago, IL 60674
Tel: (763) 542-4886
Fax: (763) 542-4884
http://www.olysteel.com/

Marsh Miami                    trade debt            $368,179
   (Shari.L.Frank@marsh.com)
P.O. Box 281404
Atlanta, GA 30384
Tel: (954) 838-3557
Fax: (954) 838-3700
http://www.marsh.com/

REA Magnet Wire Co., Inc.      trade debt            $358,968
   (doetting@reawire.com)
Department 6048
Carol Stream, IL 60122-6048
Tel: (260) 421-7303
Fax: (260) 422-1667
http://www.reawire.com/

Imperial Plastics, Inc.        trade debt            $325,213
P.O. Box 907
Lakeville, MN 55044
Tel: (800) 456-1299
Fax: (952) 469-4724


PRB ENERGY: May Employ Faegre Benson as Special Corporate Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado
granted PRB Energy Inc. and its debtor-affiliates permission to
employ Faegre & Benson LLP as their special corporate counsel,
nunc pro tunc to March 5, 2008.

As the Debtors' special corporate counsel, Faegre & Benson is
expected to:

  a) advise and assist the Debtors in fulfilling their corporate
     duties and obligations under applicable law;

  b) assist and advise the Debtors from a corporate prospective
     regarding any proposed transfers or sales of the Debtors
     assets or businesses;

  c) perform such other regular and necessary corporate matters
     such as the preparation of routine contractual agreements,
     preparation of board and committee minutes, preparation of
     employee benefit plans, preparation of creditor leases, and
     other public disclosures and other routine matters in the
     firm's capacity as special corporate counsel to the Debtors;
     and

  d) provide assistance and advice to the Debtors on matters of
     oil and gas and law relating to the petroleum based assets
     and businesses operated by the Debtors.

Douglas R. Wright, a partner with Faegre & Benson, assured the
Court that the firm does not hold or represent any interest
adverse to the Debtors and their estates, and that the firm is a
"disinterested person as such term is defined under Sec. 101(14)
of the bankruptcy code.

As compensation for their services, Faegre & Benson's  
professionals bill:

          Professionals               Hourly Rate
          -------------               -----------
          Douglas A. Wright, Esq.        $480
          Other partners              $345-$645
          Associates                  $190-$415
          Paralegals                  $130-$280
          
Mr. Wright can be reached at:

          Douglas R. Wright, Esq.
          Faegre & Benson LLP
          3200 Wells Fargo Center
          1700 Lincoln Street
          Denver, CO 80203
          Tel: (303) 607-3500
          Fax: (303) 607-3600
          email: Dwright@faegre.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.


PRC LLC: Court Fixes May 1 as General Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established May 1, 2008, at 5:00 p.m., as the deadline for
creditors to file proofs of claim that arose before the bankruptcy
filing against PRC LLC and its debtor-affiliates.

In addition, the Court fixed July 21, 2008, as the deadline for
governmental units to file proofs of claim.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer       
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Has Until April 1 to File Disclosure Statement
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established April 1, 2008, as the date by which PRC LLC and its
debtor-affiliates must file a disclosure statement with respect to
their Joint Plan of Reorganization.

The Debtors initially asked the Court to set March 13, 2008 as
the deadline for filing their disclosure statement.

The Debtors filed their Joint Plan of Reorganization on Feb. 12,
2008.  Since then, the Debtors consulted with their secured
lenders and the Official Committee of Unsecured Creditors to
determine if the concerns of unsecured creditors about the
Reorganization Plan can be resolved consensually.

"In light of these discussions, the Debtors determined that a 20-
day extension of the time to file a disclosure statement is
warranted in order to garner additional support for the proposed
Reorganization Plan from unsecured creditors," Alfredo R. Perez,
Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas, said.  
Hence, the Debtors filed a supplemental request to extend the
proposed deadline to April 1.

In connection with the adjusted schedule, the Debtors anticipate
seeking approval of the disclosure statement at a hearing on
May 8, 2008, and confirmation of the Reorganization Plan at a
hearing on June 19, 2008.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer       
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Can Employ Weil Gotshal as Bankruptcy Counsel
------------------------------------------------------
PRC LLC and its debtor-affiliates obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Weil, Gotshal & Manges LLP, as their primary bankruptcy counsel.

Weil Gotshal is expected to:

   a. take all actions to protect and preserve the Debtors'
      estates;

   b. prepare legal documents on behalf of the Debtors;

   c. take necessary or appropriate actions in connection with a
      plan or plans of reorganization, disclosure statement and
      related documents; and

   d. provide other necessary legal services in connection with
      the prosecution of the bankruptcy cases.

Weil Gotshal will be paid on an hourly basis and be reimbursed
for the expenses it may incur for any related works undertaken.
The firm's hourly rates range from $155 to $950, depending upon
the level of seniority and expertise of the lawyer or paralegal
involved.  The firm also received a retainer fee and an advance
against expenses for $2,022,780.

Alfredo R. Perez, Esq., at Weil Gotshal & Manges, LLP, in
Houston, Texas, assured the Court that the firm does not have any
connection with any of the Debtors or parties-in-interest.  He
added that Weil Gotshal is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b).

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer       
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants to Employ Regis McElhatton as CEO
------------------------------------------------
PRC LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Regis McElhatton as their chief executive officer effective as of
the date of bankruptcy.

The Debtors assert that Mr. McElhatton's employment is critical
to their efforts to effectively reorganize and emerge from
bankruptcy.  Mr. McElhatton brings a 40-year background in
banking and financial services to the Debtors, Alfredo R. Perez,
Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas, informs
the Court.

Mr. Perez relates that Mr. McElhatton spent 10 1/2 years at
MasterCard Worldwide, as President of Global Technology and
Operations and Senior Executive Vice President.  Prior to
that, he spent seven years as President of Payment Systems
Technology and Consulting, a global payments consulting company
in the United Kingdom.  He has also held various executive
management positions at banking institutions in the United
States.

Moreover, before the bankruptcy filing, Mr. McElhatton served as
Debtor PRC LLC's consultant under a Consulting Services Agreement
dated March 27, 2007.  Simultaneously, Mr. McElhatton served as
chief executive officer of PRC from Aug. 13, 2007 through the
date of bankruptcy.  He also serves as the Vice-Chair of the Board
of Managers for Debtor Panther/DCP Holdings, LLC.

As CEO for PRC, Mr. McElhatton has worked closely with other
members of the Debtors' management, creditors, other
professionals and advisors in exploring various restructuring
alternatives and otherwise assisting the Debtors during these
cases, Mr. Perez relates.

"If the Debtors were required to hire another person to serve as
CEO in connection with these cases, the Debtors, their estates
and all parties-in-interest would be unduly prejudiced by the
loss of Mr. McElhatton's familiarization with the intricacies of
the Debtors' business operations and restructuring efforts," Mr.
Perez says.

In light of these, the Debtors and Mr. McElhatton entered into an
employment agreement on Jan. 23, 2008.  The Employment
Agreement provides, among other things, that:

   (1) Mr. McElhatton will serve as chief executive officer of
       PRC from Jan. 23, 2008, through Jan. 23, 2009;

   (2) Mr. McElhatton is entitled to avail of the benefits
       provided under PRC's employee benefit plans or programs  
       for its senior executives;

   (3) Mr. McElhatton is not entitled to any fee for serving in
       Panther/DCP Holdings' Board of Managers;

   (4) PRC has the right to terminate the employment upon 30
       days' notice; and

   (5) Mr. McElhatton may terminate his employment for good
       reason within 30 days after the occurrence of a change of
       control, consummation of a Chapter 11 plan, a material
       breach of the employment agreement by PRC, among others.

In exchange for his services, Mr. McElhatton will be entitled for
receive a $75,000 monthly salary and will be reimbursed for the
expenses he may incur in discharging his duties.

Mr. McElhatton will also be entitled to a bonus of between:

   (i) 0% to 125% of a target Client Retention Incentive Bonus of
       $100,000;

  (ii) 0% to 110% of a target Exit Incentive Bonus of $100,000;
       and

(iii) 0% to 100% of a target  Restructuring Incentive Bonus of
       $100,000.  

Moreover, PRC agrees to indemnify Mr. McElhatton under the terms
of the company's operating agreement and directors and senior
officers' liability insurance.

A full-text copy of the McElhatton Employment Agreement is
available for free at:  

              http://researcharchives.com/t/s?2934

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer       
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PREMIER PROPERTIES: Faces $80 Mil. Foreclosure Case vs. Wachovia
----------------------------------------------------------------
Premier Properties USA is facing an $80 million foreclosure suit
filed by Wachovia Bank with the Butler County Common Pleas Court
late last month, Mike Boyer writes for The Enquirer.

In January 2008, Wachovia declared Premier in default of a
construction loan related to Premier's Bridgewater Falls Shopping
Center in Hamilton, Ohio, and sought immediate payment, Enquirer
relates.

Enquirer notes that Wachovia's court filing alleged Premier as  
insolvent or in the verge of insolvency.  Wachovia asserted that
at least $718,000 mechanic liens have been filed against the
property by the end of February 2008, Enquirer reports.

According to Enquirer, this is the second foreclosure suit filed
by Wachovia, citing Indianapolis Business Journal's report stating
Wachovia's foreclosure suit on a $10 million debt involving
Premier's shopping mall in Plainfield, Indiana.

Despite the default notice and the foreclosure cases, Bridgwater
Falls remains current in its taxes paid to Butler County, Enquirer
says, citing the Treasurer's Office.

Based on the report, Premier CEO Christopher White pointed to the
crisis in the financial market as the main reason for the default.  
He told Enquirer that his company is negotiating with another
financial firm regarding repayment of the loan issued in 2006.  He
added that if talks with this firm succeeds, the foreclosure case
against Wachovia will be dismissed and the loan will either be
refinanced or its term extended, Enquirer reveals.

CB Richard Ellis is appointed receiver of the Bridgewater project
as the case await an April 1, 2008 hearing, says Enquirer.  
According to Norman Bertke of CB Richard Ellis, Bridgwater Fall's
business, specifically its lease operation, isn't affected by the
foreclosure suit, Enquirer relates.

Enquirer says Fairfield Township Administrator Mike Rahall
commented that Bridgwater Falls' demise "hasn't changed anything"
citing the plan of steakhouse chain operator, Logan's Roadhouse,
to put up a branch in the area.

                     About Premier Properties

Indianapolis-based Premier Properties USA -- http://www.ppusa.com/
-- is founded in 1993 and holds about $1 billion in real estate
projects that are currently under development.  Premier is the
developer of Bridgwater Falls Shopping Center, --
http://www.shopbridgewaterfalls.com/-- a 635,000-square-foot,  
open-air "power village" center off Ohio Bypass 4 and Princeton
Road in Hamilton, Ohio.  Target, Dicks Sporting Goods, JCPenney,
Best Buy, Old Navy, TJ Maxx, Bed Bath & Beyond, Books-A-Million,
Michaels and PetSmart are some of Bridwater Falls' tenants.  
Additionally, the village at Bridgewater Falls, further enhances
the center's draw with fashion shops, restaurants and
entertainment features.


PROTECTED VEHICLES: Creditors Committee Wants McNair PA as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Protected Vehicles Inc.'s bankruptcy case seeks authority from the
U.S. Bankruptcy Court for the District of Southern Carolina to
employ McNair Law Firm, P.A., as its counsel.

McNair is expected to:

   a) advise the Committee of its rights, powers and duties;

   b) assist in the investigation of the acts, conduct, assets,
      liabilities and financial condition of the Debtor, the    
      operation of the Debtor's businesses and any other matters   
      relevant to the case or to the formulation of a plan of
      reorganization or liquidation;

   c) prepare, on behalf of the Committee, all necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules, and other documents, and reviewing all
      financial and other reports to be filed in this Chapter 11
      case;

   d) advise the Committee concerning, and preparing responses to,  
      applications, motions, pleadings, notices and other papers
      that may be filed and served in this Chapter 11 case; and

   e) perform all other legal services for and on behalf of the
      Committee that may be necessary or appropriate in the
      administration of this case.

Russell A. Dallas, Chairman of the Committee, discloses the law
firm's billing rates:

           Primary Counsels             Hourly Rate
           ----------------             -----------
           Michael M. Beal                 $350
           Robin Curtis Stanton            $295
           Elizabeth J. Philp              $285
           Michael H. Weaver               $195

           Professionals                Hourly Rate
           -------------                -----------
           Shareholders and Counsel     $400 - $225
           Associates                   $275 - $125
           Paraprofessionals            $125 - $95

Mr. Dallas assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

     Contact:

     McNair Law Firm P.A.
     1301 Gervais Street
     Columbia, SC 29201
     Telephone (803) 799 9800
     Fax (803) 799 9804

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,     
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  In February 2008, the Debtor listed assets of $24 million
and debts of $54.1 million.


PROTECTED VEHICLES: Wants Gibbs and Holmes as Special Counsel
-------------------------------------------------------------
Protected Vehicles Inc. seeks permission from the U.S. Bankruptcy
Court for the District of South Carolina to employ Gibbs and
Holmes Law Firm LLC as its special counsel.

The Debtor tells the Court that it wishes to employ the firm as
special counsel for labor and employment related matters,
including pending litigation before the Court involving claims
under the Worker Notification and Retraining Act and for
continuing representation of the defendants in the matter of Force
Protection Industries, Inc. v. Protected Vehicles, Inc., et al.,
Civil Action No. 2-07-2895-PMD, District of South Carolina,
Charleston Division, pursuant to 11 U.S.C. Section 327(a).

Allan R. Holmes, Esq., at Gibbs & Holmes will primarily represent
the Debtor.  Mr. Holmes' hourly rate is $300.  The firm bills at
$200 per hour for work performed by associates.

Mr. Holmes assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Holmes can be reached at:

     Gibbs & Holmes Law Firm LLC
     171 Church Street, Suite 110
     P.O. Box 938
     Charleston, South Carolina 29402-0938
     Telephone (843) 722-0033

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,     
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  In February 2008, the Debtor listed assets of $24 million
and debts of $54.1 million.


QUAKER FABRIC: Wants Civil Action Removal Deadline Set on June 11
-----------------------------------------------------------------
Quaker Fabric Corp. and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
June 11, 2008, the period wherein the Debtors may file notices of
removal with respect to civil actions pending as of the date of
bankruptcy.

The Court scheduled a hearing on the Debtor's request on April 15,
2008, at 11:00 a.m.

The Debtors said that they need an extension of time to remove the
prepetition civil actions.  The Debtors have not yet been able to
comprehensively evaluate the potential need to remove any of the
actions since they have focused on the transition into Chapter 11,
as well as the sale of substantially all of their assets.

                      About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


RESOURCE REAL: Fitch Holds 'B' Rating on $28.7MM Class M Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed these classes of Resource Real Estate
Funding CDO 2007-1, Ltd./LLC floating and fixed rate notes:

  -- $180,000,000 class A-1 at 'AAA';
  -- $50,000,000 class A-1R at 'AAA';
  -- $57,500,000 class A-2 at 'AAA';
  -- $22,500,000 class B at 'AA+';
  -- $7,000,000 class C at 'AA';
  -- $26,750,000 class D at 'AA-';
  -- $11,875,000 class E at 'A+';
  -- $11,875,000 class F at 'A';
  -- $11,250,000 class G at 'A-';
  -- $11,250,000 class H at 'BBB+';
  -- $11,250,000 class J at 'BBB';
  -- $10,000,000 class K at 'BBB-';
  -- $18,750,00,000 class L at 'BB';
  -- $28,750,000 class M at 'B'.

Deal Summary:
Resource Real Estate Funding CDO 2007-1, Ltd./LLC is a
$500 million revolving commercial real estate collateralized debt
obligation that closed on June 26, 2007.  As of the Feb. 19, 2008
trustee report and based on Fitch categorizations, the CDO was
substantially invested as: commercial mortgage whole loans/A-notes
(69.0%), B-notes (13.6%), CMBS (8.8%), commercial real estate
mezzanine loans (8.2%), and cash (0.4%).  The CDO is also
permitted to invest in real estate bank loans and REIT debt.  As
of Feb. 19, 2008, $19.9 million had been advanced from the A-1R
class with $30.1 million remaining.

The portfolio is selected and monitored by Resource Real Estate,
Inc., a subsidiary of Resource America, Inc.  Resource Real Estate
Funding CDO 2007-1, Ltd./LLC has a five-year reinvestment period
during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.  
The reinvestment period ends in June 2012.

The CDO's poolwide expected loss covenant varies depending on the
in-place weighted average spread.

Asset Manager:
Resource Real Estate Inc. originates, acquires, invests in, and
manages a diversified portfolio of commercial real estate loans
and securities, including whole loans, B notes, mezzanine loans,
and commercial mortgage-backed securities investments on behalf of
Resource Capital Corp., an externally managed real estate
investment trust.  RRE has $1.5 billion of assets under
management.  RRE's business lines also include the resolution of a
portfolio of one-off restructured commercial mortgages acquired
between 1991 and 1998; the sponsorships of private equity funds
that invest in stable multifamily properties on a nationwide
basis; and the structuring and management of tenant-in-common
investment interests in real property.

RRE is a wholly owned subsidiary of Resource America, Inc.  RAI is
a publicly traded specialized asset management company managing
$16.8 billion as of June 30, 2007.  This includes 31
collateralized debt obligations within its core competency sectors   
-- financial institutions, real estate, asset-backed securities,
syndicated loans, and leasing.

Performance Summary:

RRE 07-1 became effective on Feb. 19, 2008.  The portfolio is
comprised of 91.2% commercial real estate loans and 8.8% rated
securities.  Since closing, five CMBS bonds and four CRE loans
have been added, while no collateral has been paid off or removed.  
The weighted average expected loss of the CREL assets alone
worsened slightly to 28.125% from 26.375%.  The negative migration
can be attributed to the increased expected losses on three Fitch
loans of concern detailed below and the addition of four larger
than average loans (16.5% of the portfolio) which reduced the
diversity of the pool.

The weighted average Fitch stressed debt service coverage ratio
for the CREL portfolio is 0.93 times while the weighted average
Fitch stressed loan to value is 125.5%.  It should be noted that
many of the loans with low DSCRs are income producing properties
structured with interest reserves, which cover an average of 16
months of debt service payments.

The higher weighted average expected loss of the CREL is
attributed to the three Fitch loans of concern.  The pool consists
of two multifamily portfolios (6.22% of the portfolio) totaling 11
properties sponsored by affiliates of the Lembi Group, which owns
an estimated 8,200 units in over 300 properties in the San
Francisco, California market.  Recent reports have indicated that
the Lembi Group is seeking to reduce short term debt by offering
for sale 18 of its properties.  Based on recent portfolio
performance information, Fitch reduced stabilized cash flow
expectations on several properties.  Fitch further increased the
expected losses on these loans in its model to account for the
uncertainty in the overall marketplace.

The third loan of concern is a condominium conversion loan (2.98%
of the portfolio) located in Santa Monica, California.  Due to a
backlog at the city level in receiving the final condominium map,
the project has been delayed.  Although the project has now
received all necessary approvals, the sponsor is still behind
schedule in its business plan.  Debt service is being covered out
of pocket by the sponsor who has provided a full recourse
guaranty.  Fitch increased the expected loss on this loan to
account for the project's delay and an overall weakening in the
condominium market.

The weighted average spread has decreased slightly since close to
2.51% from 2.55% and the weighted average coupon has also
decreased slightly to 7.28% from 7.39%.  Additionally, the
overcollateralization and interest coverage ratios of all classes
have remained above their covenants, as of the Feb. 19, 2008
effective date trustee report.

Fitch is currently reviewing its core CDO modeling assumptions and
methodology; changes to the methodology may impact the ratings of
all CDOs collateralized by structured finance assets.  As such,
Fitch is unable to determine the expected loss output for the 8.8%
of the transaction comprised of rated securities, and thus cannot
conclude the CDO's poolwide expected loss at this time.  Investors
should be aware that the final methodology may lead to a
diminished reinvestment cushion.

Collateral Analysis:

Per the Feb. 19, 2008 trustee report and based on Fitch
categorizations, the CDO is within all its property type
covenants.  Multifamily loans comprise the highest concentration
at 23.7%.  The CDO is also within all its geographic covenants
with California representing the highest concentration at 26.3%.  
Since close, the pool has migrated towards whole loans (to 69.0%
from 57.5%) and CMBS (to 8.8% from 7.6%).  Generally, Fitch loan
to value ratios have increased 6.4% on average, based on Fitch
stressed net cash flows, across all loan types.

The Fitch Loan Diversity Index has worsened to 343 from of 337 at
close due to the addition of large assets.  This LDI score still
represents average diversity as compared to other CRE CDOs and the
LDI is slightly below the covenant of 345.

Rating Definitions:

The ratings of the A-1 and A-1R notes (together, the class A
notes) and B notes address the likelihood that investors will
receive full and timely payments of interest, per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.  The ratings of the C, D,
E, F, G, H, J, K, Land M notes address the likelihood that
investors will receive ultimate interest payments, as well as the
aggregate outstanding amount of principal, by the stated maturity
date, per the governing documents.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.


SABINE PASS: S&P Affirms 'BB' Rating with Stable Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' ratings on
Sabine Pass LNG L.P. following its annual review.  The recovery
rating is '5'.  The outlook is stable.  The company had about
$2.03 billion of total debt outstanding as of December 2007.
     
Sabine Pass, an indirectly owned, 100% subsidiary of Cheniere
Energy Inc. (B/Stable/--), the Houston-based liquefied natural gas
project developer, consists of a 4 billion cubic feet/day
regasification terminal currently under construction.
     
Phase I construction is on schedule, even though Hurricane Rita
caused a delay.  As of January 2008, Phase I detailed engineering
was fully complete and overall construction was 95% complete.  The
budgeted cost to build Phase I and Phase II is approximately
$1.51 billion as of January 2008, up slightly from the November
2006 estimate of about $1.46 billion, due mainly to change orders
for an additional train of ambient air vaporizers for Phase II and
costs associated with cooling down Phase I.  Construction on Phase
II is also progressing as scheduled, with the project 59% complete
as of January 2008.
      
"The stable outlook reflects expectations for completion of the
project, with Phase I 95% complete, although additional debt of
$200 million, if necessary, is factored into the rating," said
Standard & Poor's credit analyst William Ferara.

Further cost overruns, whether funded by equity or a modified note
indenture, could result in a lower rating.  The 'BB' rating is
fully reflective of Sabine Pass' current stand-alone
creditworthiness.  No upside exists before operations successfully
begin at Sabine Pass, as well as the need to establish a
reasonable operating track record, even if we raised the rating on
Cheniere Energy for other reasons.  S&P could lower the rating if
the rating on Cheniere Energy is lowered, in which case the rating
on Sabine Pass would also be lowered to maintain a no more than
three-notch rating differential between the two entities.


SALEM COMMS: Had Net Loss of $1.4MM for Qrtr. Ended Dec. 31, 2007
-----------------------------------------------------------------
Salem Communications Corp. filed, in a 10-K filing with the U.S.
Securities and Exchange Commission, its financial statements for
the quarter and year ended Dec. 31, 2007.

The company had a net income of $5.9 million on total revenue of
$231.7 million for the year ended Dec. 31, 2007, compared to a net
income of $19.4 million on $225.7 million of total revenue on
Dec. 31, 2006.

The company also had a net loss of $1.4 million on total revenue
of $59.1 million in Dec. 31, 2007, compared to $3.2 million of net
income on total revenue of $59.2 million in the same prior year
period.

For the quarter ended Dec. 31, 2007 compared to the quarter ended
Dec. 31, 2006:

   -- Total revenue decreased 0.2% to $59.1 million from $59.2
      million;

   -- Operating income decreased 28.8% to $7.1 million from $10.0
      million;

   -- Net income decreased to $0.2 million from $3.3 million.

For the year ended Dec. 31, 2007 compared to the year ended Dec.
31, 2006:

   -- Total revenue increased 2.7% to $231.7 million from $225.7
      million;

   -- Operating income decreased 31.1% to $39.8 million from $57.7
      million;

   -- Net income decreased to $8.2 million from $19.0 million.

Salem Communications had total assets of $679.7 million, total
liabilities of $446.6 million, and a stockholders' equity of
$233.1 million for the year ended Dec. 31, 2007, compared to
$686.2 million in total assets, $448.5 million in total
liabilities, and $237.7 million in stockholders' equity on
Dec. 31, 2006.

As of Dec. 31, 2007, the company had net debt of $353.8 million
and was in compliance with the covenants of its credit facilities
and bond indentures.  The company's bank leverage ratio was 6.0
versus a compliance covenant of 6.25 and its bond leverage ratio
was 5.1 versus a compliance covenant of 7.0.

                  Acquisitions and Divestitures

The company disclosed the following transactions that are
currently pending:

    * KKSN (910 AM) in Portland, Oregon will be acquired for
      approximately $4.5 million (this station is operated by
      Salem under a local marketing agreement that began on
      Feb. 1, 2007 with the call letters KTRO);

    * WTPS (1080 AM) in Miami, Florida will be acquired for
      approximately $12.3 million (this station is operated by
      Salem under a local marketing agreement that began on
      Oct. 18, 2007 with the call letters WMCU);

    * KTEK (1110 AM) in Houston, Texas will be sold for
      approximately $7.8 million (this station is operated by the
      buyer under a time brokerage agreement that began on
      Nov. 29, 2007);

    * WHKZ (1440 AM) in Warren, Ohio will be sold for
      approximately $0.6 million;

    * WRRD (540 AM) in Milwaukee, Wisconsin, will be sold for
      approximately $3.8 million (this station is operated by the
      buyer under a local marketing agreement that began on
      Feb. 14, 2008); and

    * WFZH (105.3 FM) in Milwaukee, Wisconsin, will be sold for
      approximately $8.1 million (this station is operated by the
      buyer under a local marketing agreement that began on
      Feb. 15, 2008).

On Feb. 7, 2007, the company sold WKNR (850 AM) in Cleveland,
Ohio.  It discontinued operating this radio station under a local
marketing agreement effective Dec. 1, 2006.  For the quarter ended
Dec. 31, 2007, this station did not generate any revenue or
profit.  For the comparable 2006 period, the station generated net
broadcasting revenue of $0.4 million and generated no profit.

                    First Quarter 2008 Outlook

The company has elected to discontinue the practice of providing
specific quarterly revenue, SOI and earnings per share guidance.
Going forward, Salem will provide a quarterly range for total
revenue and operating expenses.  Accordingly, for the first
quarter of 2008, Salem is projecting total revenue to decrease in
the low-single digit range over first quarter 2007 total revenue
of $55.2 million.  Salem is also projecting operating expenses
before gain or loss on disposal of assets to increase in the low-
to-mid-single digit range over first quarter of 2007 operating
expenses of $46.7 million.  This increase is primarily the result
of increased investment in the company's non-broadcast business.

                    About Salem Communications

Based in Camarillo, California, Salem Communications Corporation
-- http://www.salem.cc/-- is a radiobroadcasting company focused  
on Christian and family-themed programming.  In addition to its
radio properties, Salem owns Salem Radio Network(R), which
syndicates talk, news and music programming to about 1,900
affiliates; Salem Radio Representatives(TM), a national radio
advertising sales force; Salem Web Network(TM), an Internet
provider of Christian content and online streaming; and Salem
Publishing(TM), a publisher of Christian-themed magazines.

                          *     *     *

Salem Communications Holding Corporation carries Moody's Investors
Service's Ba3 corporate family rating.  At the same time, the
company's 7-3/4% senior subordinated notes due 2010 also carry the
rating agency's B2 probability-of-default rating and attached a
loss-given-default rating of LGD5, 88%.


SANDRIDGE ENERGY: S&P Outlook Positive; 'B' Rating Affirmed
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on oil and
gas exploration and production company SandRidge Energy Inc. to
positive from stable and affirmed its ratings, including the 'B'
corporate credit rating, on the company.
     
"The positive outlook reflects the company's increased proved
reserve base and production levels and strong 2007 finding and
development costs, and our greater level of confidence surrounding
future drilling prospects in the Pinon Field," said Standard &
Poor's credit analyst David Lundberg.
     
As of Dec. 31, 2007, Oklahoma City, Oklahoma-based SandRidge had
$1.1 billion in debt.

The ratings on SandRidge Energy Inc. reflect its highly leveraged
financial profile, geographic concentration in the Pinon Field in
West Texas, and the E&P industry's highly cyclical and capital-
intensive nature.  These weaknesses are only partially offset by
SandRidge's good internal growth prospects, competitive finding
and development costs, and experienced management team.


SCO GROUP: Bankruptcy Court Sets April 21 as Claims Bar Date
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
established April 21, 2008, as deadline for creditors of The SCO
Group Inc. and its debtor-affiliates to file proofs of claim.

All entities, including governmental units, which assert any
prepetition claims against the Debtors, must deliver proofs of
claim with Epiq Bankruptcy Solutions, LLC, the claims, noticing
and balloting agent of these Chapter 11 cases.

Original proofs of claims must submitted no later than 4:00 p.m.,
Eastern Time, at:

   The SCO Group Inc.
   c/o Epiq Bankruptcy Solutions LLC
   FDR Station
   P.O. Box 5012
   New York, NY 10150-5012

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/--     
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Epiq Bankruptcy Solutions, LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and
liabilities showed total assets of US$9,549,519 and total
liabilities of US$3,018,489.  The Debtors exclusive period to
file a Chapter 11 plan expires on May 11, 2008.


SECURITY CAPITAL: Restructuring Plan Mulls Termination of New Biz
-----------------------------------------------------------------
Security Capital Assurance Ltd. provided updates on its current
strategic options and plan.  As reported in the Troubled Company
Reporter on March 4, 2008, the company is working with its
financial advisor, Goldman Sachs & Co.  It also engaged
Rothschild Inc. to assist with the comprehensive review of all  
strategic options available to the company.

As a result of this review, Security Capital developed a strategic
plan focused on: (i) mitigating the risk of non-compliance with
regulatory solvency requirements and risk limits, (ii) maintaining
or enhancing its liquidity, (iii) increasing the amount of capital
available to support the company's ratings and (iv) mitigating
uncertainty in regard to adverse loss reserve development.  The
primary elements of its strategic plan include:

   -- suspending the writing of substantially all new business;
      as the company's in-force business runs-off or matures,
      capital that currently supports such business and,
      accordingly, is not otherwise currently available to be
      used by the company, will become available and enhance the
      company's ability to comply with regulatory risk limits
      and rating agency capital requirements;

   -- pursuing commutation, restructuring or settlement of
      guarantees insured or reinsured by Security Capital,
      particularly with its CDO counterparties, in order to
      mitigate uncertainty in regard to adverse reserve
      development and generate available capital;

   -- exploring the commutation of assumed reinsurance deals
      or entering into new ceded reinsurance agreements to
      reduce the capital that we are required to maintain in
      support of its ratings by rating agencies;

   -- realigning the company's cost structure to reflect current
      business conditions, including staff reductions;

   -- seeking to raise new capital from third parties under more
      favorable market conditions than exist at the present time;
      and

   -- continuing to investigate longer term strategic
      alternatives, including the restructuring of the company's
      business to facilitate the creation or raising of new
      capital.

The company indicated that there can be no assurance that its
current strategic plan will not evolve or change over time, will
be successfully implemented or will address the requirements of
the rating agencies.

        Termination of Seven Credit Default Swap Contracts

On Feb. 22, 2008, and March 6, 2008, the company issued notices
terminating seven credit default swap contracts with a certain
counterparty under which the company had agreed to make payments
to the counterparty on the occurrence of certain credit events
pertaining to particular CDOs of ABS referenced in the
agreements.  The company issued each of the termination notices
on the basis of the counterparty's repudiation of certain
contractual obligations under each of the agreements.  The
company has been advised by the counterparty that it disputes
the effectiveness of the terminations.  The company intends to
vigorously enforce the terminations.  The notional amount of the
credit default swap contracts at Dec. 31, 2007, aggregated
$3.1 billion before reinsurance ($3 billion after reinsurance).

For the year ended Dec. 31, 2007, the company recorded a charge of
$632.3 million relating to these credit default swap contracts of
which $204.9 million represents a net unrealized loss and is
reflected in the company's consolidated statement of operations in
the section captioned "Net realized and unrealized losses on
credit derivatives" and $427.4 million represents the provision of
case basis reserves for losses and loss adjustment expenses and is
reflected in the company's consolidated statement of operations in
the section captioned, "Net losses and loss adjustment expenses."

               About Security Capital Assurance Ltd.

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company  
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.

                          *      *      *

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Moody's Investors Service downgraded the provisional rating on
senior debt to (P)Baa3 from (P)Aa3, provisional rating on
subordinated debt to (P)Ba1 from (P)A1 and preference shares to
Ba2 from A2, for Security Capital Assurance Ltd.

The TCR said on Feb. 27, 2008, that Standard & Poor's Ratings
Services took rating actions on several monoline bond insurers
following additional stress tests with respect to their domestic
nonprime mortgage exposure.

The financial strength ratings on the operating subsidiaries of
Security Capital Assurance Ltd -- XL Capital Assurance Inc. and
XL Financial Assurance Ltd. -- were lowered to 'A-' from 'AAA' and
remain on CreditWatch with negative implications.  The financial
strength rating on Financial Guaranty Insurance Co. was lowered to
'A' from 'AA' and remains on CreditWatch with developing
implications.  The 'AAA' financial strength rating on MBIA
Insurance Corp. was removed from CreditWatch and a negative
outlook was assigned.  The 'AAA' financial strength rating on
Ambac Assurance Corp. was affirmed and remains on CreditWatch with
negative implications.  The 'AAA' financial strength ratings on
CIFG Guaranty, CIFG Europe, and CIFG Assurance North America Inc.
were affirmed and retain a negative outlook.


SECURITY CAPITAL: Moody's Cuts Senior Debt Initial Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Security
Capital Assurance Ltd. as:

    -- provisional senior debt to (P)Ba1 from (P)Baa3,
    -- provisional subordinated debt to (P)Ba2 from (P)Ba1, and
    -- preference shares to B3 from Ba2), and a related financing
       trust,

with the ratings remaining on review for further possible
downgrade.

The rating action was prompted by SCA's announcement that it has
elected not to declare the semi-annual dividend payment on its
Series A perpetual non-cumulative preference shares.  The
insurance financial strength ratings of SCA's operating
subsidiaries, XL Capital Assurance Inc., XL Capital Assurance
(U.K.) Limited and XL Financial Assurance Ltd. remain at A3 on
review for possible downgrade.

In its 4Q2007 earnings release, SCA reported a $1.2 billion net
loss for the quarter, with net case loss reserve provisions of
approximately $700 million, which were primarily related to
impairment charges on ABS CDO credit derivatives ($652 million
net), and to a lesser extent, HELOC and closed-end second lien
direct RMBS transactions ($37 million net).  Moody's stated that
the magnitude of credit impairments and loss reserve activity
announced by SCA falls within the range of losses previously
considered by Moody's in its rating action of Feb. 7, 2008, when
the insurance financial strength rating was downgraded to A3 from
Aaa.

SCA has also announced some details related to its strategic
direction.  First, the company stated that it expects that its
independent auditor's opinion will not contain a going concern   
explanatory paragraph in its audited 2007 financial statements.   
SCA also announced that it will cease writing new business to
improve its capital position through portfolio amortization.   
Finally, SCA's board of directors also elected not to declare a
quarterly dividend on the company's common shares or the semi-
annual dividend on its Series A perpetual non-cumulative
preference shares.  On an annual basis, the omission of these
dividends would conserve approximately $22 million.

According to Moody's, the downgrade of SCA's Series A preference
shares to B3 from Ba2 reflects increased expected losses on the
security due to the omission of the dividend, which is non-
cumulative, and the potential for future dividends to be omitted
over the near to intermediate term.

Moody's also downgraded Twin Reefs Pass-Through Trust to Ba1 from
Baa2, which reflects the increased possibility that dividends on
this security may also be omitted in the future.  Following XLFA's
decision to exercise its put option with Twin Reefs in February
2008, the assets held by this financing trust now consist solely
of XLFA Series B preference shares, which are non-cumulative,
except under certain circumstances.  To the extent XLFA elected
not to declare dividends on its Series B preferred shares, the
company would be unable to upstream dividends to the holding
company without the declaration and payment of dividends to which
the XLFA Series B preference shares are entitled.  While such an
action would preserve additional capital at XLFA for the benefit
of policyholders, the potential disruption of dividends to the
holding company, even if on a voluntary basis, has negative
implications for holding company creditors, and influenced Moody's
decision to downgrade by one notch the provisional ratings on
senior and subordinated debt, to (P)Ba1 and (P)Ba2, respectively.   
Moody's notes that there is no senior or subordinated debt
currently outstanding at the holding company.

Finally, Moody's noted that SCA has issued termination notices on
seven credit default swap contracts related to ABS CDOs with one
of its counterparties due to the alleged repudiation of certain
contractual obligations under the swap agreements by such
counterparty.  The counterparty disputes the effectiveness of the
terminations.  Credit impairments taken in the fourth quarter
related to these seven transactions totaled approximately
$427 million, or 65% of the ABS CDO related impairment charges
taken during 4Q2007.  While the ultimate outcome of this dispute
remains uncertain, a resolution favorable to SCA could have
positive implications for the company's capital adequacy position.

Moody's stated that the continuing ratings review will focus on
additional details related to SCA's capital plans and future
strategic direction.

                     List of Rating Actions

These ratings remain on review for possible downgrade:

  -- XL Capital Assurance Inc.: insurance financial strength at
     A3;

  -- XL Capital Assurance (U.K.) Limited: insurance financial
     strength at A3; and

  -- XL Financial Assurance Ltd: insurance financial strength at
     A3.

These ratings have been downgraded, with the ratings remaining on
review for further possible downgrade:

  -- Security Capital Assurance Ltd: provisional rating on senior
     debt to (P)Ba1 from (P)Baa3, provisional rating on
     subordinated debt to (P)Ba2 from (P)Ba1 and preference shares
     to B3 from Ba2; and

  -- Twin Reefs Pass-Through Trust: contingent capital securities
     to Ba1 from Baa2.

The last rating action on SCA and its operating subsidiaries
occurred on March 4, 2008, when Moody's placed the company's
ratings on review for possible downgrade.

              Overview of Security Capital Assurance

Security Capital Assurance Ltd is a Bermuda-domiciled holding
company whose primary operating subsidiaries, XL Capital Assurance
Inc. and XL Financial Assurance Ltd, provide credit enhancement
and protection products to the public finance and structured
finance markets throughout the United States and internationally.   
For the year ended Dec. 31, 2007, SCA reported a net loss
available to common shareholders of $1.2 billion.  As of Dec. 31,
2007, SCA had shareholders' equity of $427 million.


SEYCHELLE WATER: Says Securities on Dual Trade Starting March 31
----------------------------------------------------------------
Seychelle Water Filtration Products, a dba of Seychelle
Environmental Technologies Inc., disclosed its return to the OTC
Bulletin Board.  The stock will be dual traded for 30 calendar
days from March 11, 2008, on both the OTCBB as 'SYEV.OB' and the
Pink Sheets 'SYEV.PK'.

"We are very pleased to be back on the OTC Bulletin Board," Carl
Palmer, president and CEO said.  "Also, we have added a new,
improved line of water filtration bottles and pure water straws
with advanced filters.  This unique filter system uses EPA
approved iodinated resin which has been proven to be effective
against virus and bacteria.  This new line comes in at just the
right time,  as there is so much concern being expressed about the
high cost and waste associated with bottled water."

                 About Seychelle Environmental

Based in San Juan Capistrano, California, Seychelle Environmental
Technologies Inc. (PNK: SYEV.PK) -- http://www.seychelle.com/--
designs and manufactures state-of-the-art ionic adsorption micron
filters that remove up to 99.99% of all pollutants and
contaminants found in any fresh water source.  Patents or trade
secrets cover all proprietary products.

As reported in the Troubled Company Reporter on Nov. 26, 2007,
Seychelle Environmental Technologies Inc.'s consolidated balance
sheet at Aug. 31, 2007, showed $1,058,562 in total assets and
$1,375,068 in total liabilities, resulting in a $316,506 total
shareholders' deficit.


SHAPES/ARCH: Case Summary & 79 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Shapes/Arch Holdings, LLC
             9000 River Road
             Delair, NJ 08110

Bankruptcy Case No.: 08-14631

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Shapes, LLC                                08-14632
        Ultra, LLC                                 08-14633
        Delair, LLC                                08-14634
        Accu-Weld, LLC                             08-14635

Type of Business: The Debtors produce custom aluminum extrusions
                  for a variety of industries, including road and
                  rail transportation and commercial and
                  residential construction.  They also manufacture
                  maintenance free aluminum fence systems, for
                  residential and commercial use, and above-ground
                  pools.  They also manufacture made-to-order
                  vinyl replacement windows and steel doors.  They
                  also supply hardware products, including
                  locksets, door and window hardware and other
                  decorative hardware.  See
                  http://www.ultrahardware.com/,
                  http://www.delairgroup.com/and  
                  http://www.accuweld.com/

Chapter 11 Petition Date: March 16, 2008

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtors' Counsel: Jerrold N. Poslusny, Jr., Esq.
                     (jposlusny@cozen.com)
                  Cozen O'Connor
                  LibertyView, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000
                  http://www.cozen.com/

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Shapes/Arch Holdings, LLC          Less than        $50 million to
                                     $50,000          $100 million

Shapes, LLC                   $10 million to        $50 million to
                                 $50 million          $100 million

Ultra, LLC                    $10 million to        $50 million to
                                 $50 million          $100 million

Delair, LLC                   $10 million to        $50 million to
                                 $50 million          $100 million

Accu-Weld, LLC                $10 million to        $50 million to
                                 $50 million          $100 million

A. Shapes/Arch Holdings, LLC does not have any creditors who are
   not insiders.

B. Shapes, LLC's Consolidated List of 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
Attn: Brian Bull               $6,581,763
Alcan Aluminum Corp.
17-17 Route 208
Fair Lawn, NJ 07410
Tel: (514) 847-3574

Rusal America Corp.            $5,276,534
Attn: Susan Scarinci
550 Mamaroneck Avenue,
Suite 301
Harrison, NY 10528
Tel: (914) 670-5771

Hess Corp.                     $2,176,569
P.O. Box 905243
Charlotte, NC 28290-5243
Attn: Joe DeJianne
One Hess Plaza
Woodbridge, NJ 07095
Tel: (732) 750-6187

Marubeni America               $1,871,574
Corp.
Attn: Elizabeth Orben
450 Lexington Avenue
New York, NY 10017-3984
Tel: (212) 450-0287

Glencore Ltd.                  $1,487,034
Attn: David Porter
Three Stamford Plaza
301 Tresser Boulevard
Stamford, CT 06901
Tel: (203) 328-4920

Local 837 Health & Welfare     $961,756
Fund
Attn: John Dulzcak
12275 Townsend Road
Philadelphia, PA 19154
Tel: (215) 673-0500

Pennsauken Township            $747,939
Attn: Bill Buffington
Municipal Building
5606 North Crescent Boulevard
Pennsauken, NJ 08110
Tel: (856) 665-1000

Atlantic Scrap & Processing    $690,968
LLC
Attn: Scott McNil
P.O. Box 608
1426 W. Mount Street
Kernersville, NC 27285-0608
Tel: (336) 996-2350

PPL Energy Plus LLC            $486,834
Attn: Pamela Flick
Two North Ninth Street
Allentown, PA 18101-1179
Tel: (610) 774-7125

Exco USA                       $297,410
Attn: Bob Sulisz
56617 North Bay Drive
Chesterfield, MI 48051
Tel: (586) 749-5400

Maryland Recycling Co.         $215,236

American Iron and Metal        $181,087

Metal Management, Inc.         $169,441

PSE&G                          $165,795

LaJoie's Auto Wrecking Co.     $142,575

Brian Hochbe                   $138,746

Treasurer-State of New Jersey  $125,895

Sentry Insurance               $123,297

Southeastern Extrusion Tool    $100,803

Local 837 Pension Fund         $93,608

C. Ultra, LLC's Consolidated List of 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
Zhongshan HUA Feng Lock        $1,107,480
Yong Developing Area
Xiaolan, Zhongshan
Tel: 86-760-2265895

Perfect Trade Development Co.  $433,628
Room A, 7/12F
Mao Tai Century Tower
Hang Zhou China
Tel: 86-571-5779108

John A. Steer Co.              $354,639
28 South 2nd Street
Philadelphia, PA 19106
Tel: (215) 922-6610

Zhongshan Go Tin Hardware,     $315,077
Ltd.
1 Taifeng No. 2 Road
Xiaolan Industries District
Xiao Lan Taown, Zhongshan City
Guandong City China 528415
Tel: 86-760-2283188

Carlmax Products, Inc.         $232,715

Combination Door Ware Ind.     $188,854

Shanghai Jinwei Hardware       $163,633

Hanlix International Co., Ltd. $146,331

Kambo Security Products        $144,090

United Pacrel Service          $141,041

Tianjin Zongheng Ind. & Trade  $137,742
Co.

Gee Bridge International, Inc. $134,341

Ty Manufacturing Import/Export $132,007

New Hocha Aluminum Ind. Co.,   $127,574
Ltd.

Taiwan Fu Hsing Ind. Co., Ltd. $113,513

Gainsborough Hardware Ind.,    $111,057
Ltd.

Pacific USA Corp.              $111,041

Larson & Shaw, Ltd.            $76,689

Metalall Co., Ltd.             $68,235

Genius Products Co., Ltd.      $66,025

D. Delair, LLC's Consolidated List of 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
Alcoa Mill Products            $336,156
Attn: George Frost
1480 Manheim Pike
Lancaster, PA 17601
Tel: (800) 889-3730

Coil Plus                      $273,183
Attn: Hugh Graney
5135 Bleigh Avenue
Philadelphia, PA 19136
Tel: (215) 331-5200, (ext.)
     228

Local 837 Health and Welfare   $169,962
Attn: John Dolzak
12275 Townsend Road
Philadelphia, PA 19154
Tel: (215) 673-0500

Acme Corrugated Box            $128,421

Uneeda Bolt & Screw Co.        $127,531

Hess Corp.                     $107,610

J.W. Aluminum Corp.            $98,241

Keith Brantley                 $74,718

Metal Koting                   $73,620

Bardot Plastics, Inc.          $64,821

Medalco Metals, Inc.           $62,909

American Express               $51,750

D&D Technologies               $50,951

Malber Tool                    $50,209

International Extruders        $48,712

Ace Pallet Corp.               $44,543

Jim McAllister                 $35,641

Gill Power Coating, Inc.       $34,201

Fitzpatrick Container          $33,793

Alumet Supply, Inc.            $30,678

E. Accu-Weld, LLC's Consolidated List of 19 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
P.P.G. Industries              $212,202
Attn: Cathy Lynch
P.O. Box 360175
Pittsburgh, PA 15251-6175
Tel: (800) 774-0546

U.I.U. Health & Welfare        $193,984
Attn: Julia Bruno
1166 South 11th Street
Philadelphia, PA 19147
Tel: (215) 336-3300

Polyone Corp.                  $164,814
Department CH 10489
Palatine, IL 60055-0489
Tel: (936) 449-6817

Penske Truck Leasing Co., L.P. $96,074

H.B. Fuller Co.                $42,060

Colorworks Graphic Services    $36,490

U.I.U. Pension                 $35,218

P.E.C.O.                       $30,430

Window Depot                   $29,799

Royalplast Door System Co.     $25,496

American Express               $21,866

Caldwell Manufacturing         $21,535

P.P.G. Indsutrial Ohio, Inc.   $20,783

Ventana USA                    $18,988

Household Metals, Inc.         $17,329

Rapture Trailer, Inc.          $16,873

Guardian Industries Corp.      $13,932

Ultrafab, Inc.                 $13,582

Sherwin Williams Chemical      $13,500
Coating Facility


SIRVA INC: Class Action Plaintiffs Want Automatic Stay Lifted
-------------------------------------------------------------
Plaintiffs in a class action alleging that Sirva Inc. subsidiaries  
violated a section of the Sherman Act asked Judge James M. Peck to
lift the automatic stay imposed by Section 362(a) of the
Bankruptcy Code, on Sirva and its debtor-affiliates to allow the
South Carolina District Court to rule on the Defendants' joint
motion to dismiss the action.

On March 19, 2007, Donald J. Beach, Scott Hansen, Jeffrey L.
Stoloff, Burnetta Nimons,Thomas Scholtens, and Natalie Hutt,
formerly known as Natalie Trueworthy, filed a class action
complaint against certain moving company including Debtors SIRVA,
Inc., SIRVA Worldwide, Inc., North American Van Lines, Inc., and
Allied Van Lines, Inc., in the the United States District Court
for the District of South Carolina, Charleston Division.

In the Complaint, Beach, et al., argued that the Defendants had
violated Section 1 of the Sherman Act, which prohibits agreements
that unreasonably restrain trade.  The Beach Complaint also
sought damages under Section 14704(b) of the Transportation Code
for certain rates charged in excess of the applicable rate for
transportation or service contained in a tariff published under
Section 13702 of the Transportation Code.

Beach, et al., had asserted a conspiracy between the Defendants,
as well as the American Moving and Storage Association, Inc., the
trade association of which the Defendants are members, to
illegally charge residential moving customers for fuel surcharges
that are greatly in excess of the actual cost of fuel.

The Defendants sought to dismiss the Beach Complaint on June 8,
2007.  In response, Beach, et al., voluntarily dismissed
all claims against Atlas World Group, Inc., SIRVA, Inc., SIRVA
Worldwide, Inc., Unigroup, Inc., and Bekins Van Lines, LLC.  
Beach, et al., also voluntarily dismissed their Section 14704(b)
claims against the American Moving and Storage Association, Inc.

Although SIRVA, Inc. and SIRVA Worldwide were dismissed from the
action without prejudice, the claims against their subsidiaries
North American Van Lines and Allied Van Lines continue.
  
The Defendants' Joint Motion to Dismiss, which seeks dismissal of
the Beach Complaint in its entirety, remained for determination
by the South Carolina District Court.

Another complaint, similar to the Beach Complaint, was filed on
May 4, 2007, against the same Defendants in Illinios, styled
Moad, et al. v. Atlas Van Lines, et al., N.D. Illinois, C.A. No.
1:07-2506.  The Moad Complaint asserted additional causes of
action, including breach of contractual duty, consumer fraud and
deceptive business practice, under Illinois law.

On August 16, 2007, the Judicial Panel on Multidistrict
Litigation had determined that the Beach Complaint and the Moad
Complaint should be assigned to a single judge for coordinated or
consolidated pretrial proceedings.  Accordingly, the MDL Panel
transferred the Moad action to the District of South Carolina on
September 9.

Prior to the transfer, on September 5, 2007, in conformity with
voluntary dismissals previously filed in the Beach Complaint,
Moad Plaintiffs filed voluntary dismissals of all claims against
Atlas World Group, SIRVA, Inc., SIRVA Worldwide, and Unigroup,
Inc. and a portion of their complaint as to American Moving and
Storage, Inc.

Oral argument on the Defendants' Joint Motion to Dismiss was
heard by the Honorable C. Weston Houck on October 23, 2007.  At
the conclusion of the hearing, the matter was taken under
advisement.  A ruling has not been issued as of this time.  When
that ruling is issued, it will apply not only to the Beach case,
but also to the Moad causes of action under the Sherman Act and
Section 14704(b).  Counsel for the Moad Plaintiffs was present
for the hearing and agreed in advance of the hearing to join in
the briefs filed and arguments made by counsel for the Beach
Plaintiffs.

On December 14, 2007, another complaint was filed in Alabama
against the Defendants asserting similar claims, Boone v. Atlas
Van Lines, et al., N.D. Alabama, C.A. No. CV-07-CO-2269-S.  The
Boone action was also transferred to the South Carolina District
Court by the MDL Panel.

Beach, et al., believes that the Boone Complaint will be subject
to the District Court's ruling on the Joint Motion to Dismiss to
the same extent as if the motion had been filed in that case.

By this motion, Beach, et al., ask Judge Peck to lift the
automatic stay imposed by Section 362(a) of the Bankruptcy Code,
to allow the South Carolina District Court to rule on the
Defendants' Joint Motion to Dismiss, which has been sub judice
since October 23, 2007.  The relief requested is limited to
allowing the South Carolina District Court to issue its decision
on the Motion to Dismiss, and does not encompass any other action
or procedure in the cases against the Debtors.

Michael Luskin, Esq., at Luskin, Stern & Eisler, LLP, in New
York, states that the Defendants' Joint Motion to Dismiss has
been fully briefed, argued, and submitted in the South Carolina
District Court, and resolution of the Motion will assist in
liquidating the Class Action Antitrust Plaintiff's, which will
inure to the benefit of claims and plan administration in the
Debtors' cases.

Mr. Luskin contends that allowing the South Carolina District
Court to rule on the Joint Motion to Dismiss involves no cost,
expense, or time to the Debtors, and does not prejudice them
except with respect to the decision of their Joint Motion to
Dismiss on its merits.  Mr. Luskin maintains granting relief from
stay is warranted.

                         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. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Parties Agree to Lift Stay on Preference Action
----------------------------------------------------------
Sirva Inc., its debtor-affiliates and the Official Committee of
Unsecured Creditors in their Chapter 11 cases, and the Official
Committee of Unsecured Creditors of 360networks (USA) Inc., have
entered into an agreement with respect to a preference action
pending before Judge Allan L. Gropper in the United States
Bankruptcy Court for the Southern District of New York.

The parties asked the Bankruptcy Court to approve the Stipulation.

360networks Committee holds an unliquidated claim against Debtor
SIRVA Relocation LLC resulting from an action captioned "The
Official Committee of Unsecured Creditors of 360networks (USA)
Inc., et al. v. U.S. Relocation Services, Inc.," Adv. Pro. No. 03-
03127 (ALG).  In the Preference Action, the 360networks Committee
are seeking the return of $1,863,014 in preferential transfers.

The Preference Action, prior to it being stayed by the
commencement of the bankruptcy proceedings, had been sub judice
with Judge Gropper on fully-briefed cross motions for summary
judgment.

Accordingly, the parties stipulate that:

   -- the automatic stay will be lifted to allow Judge Gropper to
      adjudicate the Cross Motions;

   -- Judge Gropper may take any action to adjudicate, dispose
      of, or otherwise resolve the issues in connection with the
      Cross Motions, without further order from the Bankruptcy
      Court; and

   -- the automatic stay will remain in effect with respect to:

        * the 360network Committee's efforts to collect any
          amount from the Debtors, in connection with the
          Preference Action; or

        * any appeal of a ruling in the Preference Action.

         360networks Committee's Reconsideration Motion

In the Preference Action before Judge Gropper, the 360networks
Committee, on behalf of itself and 360networks (USA), Inc., and
360fiber Inc. and their debtor subsidiaries, sought the
avoidance, recovery and return, from U.S. Relocation Services,
Inc. -- now known as SIRVA Relocation LLC -- of $1,863,014 in
preferential transfers made by 360 to U.S. Relocation, plus
prejudgment interest at the highest applicable rate from
March 26, 2002, plus sanctions in connection with counsel for
U.S. Relocation's conduct in defending the Preference Action, for
a total claim against U.S. Relocation estimated to be in the
excess of $2,200,000.

On behalf of the 360networks Committee, Norman N. Kinel, Esq., at
Dreier LLP in New York, asserted that the Debtors' proposed
treatment of unsecured creditors is discriminatory and
impermissible under applicable law.  The Debtors propose, in their
Plan of Reorganization dated Jan. 28, 2008, that in the two
classes of unsecured creditors -- one will receive a 100%
distribution, and the other will receive no distribution.

Mr. Kinel explained that although debtors are permitted to pay
unsecured prepetition debts to critical vendors, the relief
sought and obtained by the Debtors in the Prepetition Claims
Order classifies an open-ended category of creditors as critical,
without adequate basis.

Moreover, the Prepetition Claims Order was entered without due
notice to the parties-in-interest that are adversely affected,
including the 360networks Committee, depriving them of the
opportunity to object or be heard, Mr. Kinel stated.

"[T]he 360networks Committee is not even listed as a creditor in
the Debtors' list of thirty (30) largest creditors attached to
their petitions, even though the 360networks Committee is in fact
one of the 10 largest creditors of the Debtors, notwithstanding
that such claim is presently unliquidated," Mr. Kinel maintained.

Thus, as reported by the Troubled Company Reporter on Feb. 26,
2008, the 360networks Committee and its debtor-subsidiaries asked
the Court to reconsider its order authorizing the payment of the
Debtors' pre-bankruptcy filing unsecured claims dated Feb. 5,
2008, pursuant to Rules 59 and 60 of the Federal Rules of Civil
Procedure.

             Debtors Oppose Reconsideration Motion     

As reported by the TCR on March 4, the Debtors opposed the
Reconsideration Motion, asserting that it failed to demonstrate
extreme and undue hardship required for its approval, and is
merely the creditor's attempt to enhance its recovery.

Representing the Sirva Debtors, Marc Kieselstein, P.C., at
Kirkland and Ellis LLP in Chicago, Illinois, said pursuant to Rule
59 and 60 of the Federal Rules of Civil Procedure, the Court may
grant extraordinary remedies in extraordinary circumstances to
prevent extreme and undue hardship, citing In re Miller, No. 07-
13481, 2008 WL 110907 (Bankr. S.D.N.Y. Jan. 4,2008).  He points
out that the relief provided by the order dated February 5, 2008,
authorizing the payment of prepetition unsecured claims, is not
extraordinary, and is a "typical first day order."

According to Mr. Kieselstein, the 360networks Committee has not
demonstrated that the Debtors' ability to honor their existing
obligations in the ordinary course of business creates the level
of harm necessary to warrant a reconsideration; and does not make
specific allegations with respect to its disputed, unliquidated,
and unsecured claim.

In addition, the Debtors had complied with the notice requirements
by providing copies of their first day pleadings to
the United States Trustee two business days in advance of the
Petition Date.  Accordingly, the Debtors ask the Court to deny
the Reconsideration Motion with prejudice.

                          Parties React

The 360networks Committee said all debtors, including the Debtors
in the Chapter 11 cases, must meet the burdens of the Bankruptcy
Code and Bankruptcy Rules, as well as the requirements of due
process.

According to the 360networks Committee, the Debtors have
improperly taken advantage of standard first-day orders, by
including unnecessary and discriminatory terms, and failing to
provide any advance notice to parties-in-interest that are
adversely affected.  The Prepetition Claims Order was entered
without advance notice to any party other than the United States
Trustee and the Debtors' prepetition secured lenders, enabling
the Debtors to pay certain chosen unsecured prepetition creditors
at will.

The 360networks Committee believes that it was improper for the
Prepetition Claims Order to be entered on a final basis, without
giving any other party-in-interest aside from the U.S. Trustee
and the Debtors' Prepetition Secured Lenders, an opportunity to
be heard and object.

The Official Committee of Unsecured Creditors of the Debtors'
Chapter 11 cases, on the other hand, told Judge Peck that the
Prepetition Claims Order gives the Debtors authority to pay
unsecured claims which cannot be argued as critical.

According to the Committee, the Debtors have justified the relief
they sought by asserting that it is typical in "prepackaged"
bankruptcy cases.  However, the Committee says, not all
prepackaged cases are the same.  In fact, the Debtors' case is
unusual since they propose to pay nothing to a broad group of
unsecured creditors under their Plan.

The Committee maintained that neither the Bankruptcy Code, nor any
necessity doctrine or general Court order, support the proposition
that debtors can make unlimited and unspecified cash payments to
unidentified general unsecured creditors, in the context of a
cram-down plan.  Accordingly, the Committee insists that a
reconsideration of the Prepetition Claims Order is warranted.

Similarly, Triple Net Investments IX, LP, supports the
360networks Committee's request stating that the Prepetition
Claims Order was entered without notice and with no opportunity
for affected creditors, including itself, to be heard.

                  Judge Peck Approves Stipulation

As reported by the TCR on March 6, 2008, Judge Peck approved a
Stipulation entered by the Debtors regarding payments of the
claims.

The 360network Committee withdrew its Motion, and the Sirva
Creditors' Committee withdrew its joinder to the Motion.

The Debtors agreed that all future payments pursuant to the
Prepetition Claims Order will be made only if those payments are
necessary to avoid material, near term, and foreseeable harm to
the Debtors' estates.

The parties also agreed that:

   -- the payments will be treated as made under any plan of
      reorganization;

   -- neither the Creditors' Committee nor any other creditor
      will be estopped from objecting to the confirmation of a
      Plan, by virtue of entry of the Prepetition Claims Order;

   -- certain Class 4 Claims, or a similar unimpaired class of
      unsecured creditors, will remain outstanding at the time
      of confirmation;

   -- the Debtors will not argue that payments made under the
      Prepetition Claims Order will render moot any confirmation
      objection by the Creditors' Committee or any creditor;

   -- the Debtors will not amend a Plan to eliminate Class 4
      without the consent of Creditors' Committee and the
      360networks Committee.

       Triple Net to Appeal Approval of Claims Payment Order

As reported by the TCR on March 12, 2008, Triple Net Investments
IX, LP, which holds a claim against one of the Debtors, North
American Van Lines, Inc., notified the Court that it will take an
appeal to the U.S. District Court for the Southern District of New
York from Judge James M. Peck's approval of a stipulation
resolving the reconsideration request.  

Triple Net wanted to determine whether:

  -- given the fast track confirmation for the Debtors' proposed
     plan of reorganization, it will be denied due process or a
     meaningful opportunity to have an appellate review of orders,
     if the leave to appeal is denied; and

  -- in the event that Triple Net is denied immediate appellate
     review of the Orders, there is a likelihood that an
     appellate review at the conclusion of the case will have
     effectively been rendered moot by the entry of subsequent
     court orders, including orders approving the disclosure
     statement and confirmation of the proposed Plan.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has 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. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Discloses Info Related to European Share Purchase Deal
-----------------------------------------------------------------
Eryk J. Spytek, senior vice-president, general counsel and
secretary of Sirva, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission that Picot Limited and
Irving Holdings Limited, with which Sirva and its debtor-
affiliates entered into a Share Purchase Agreement, are managed by
The TEAM Group, a member of the Allied International moving
network managed by the Debtors.

In connection with the Share Purchase Agreement, TEAM Relocations
Limited and SIRVA UK Limited, a subsidiary of SIRVA Group Holdings
Limited, will also become members of the Allied International
moving network.

As reported by the Troubled Company Reporter on March 5, SIRVA,
Inc., reached an agreement to sell its moving services operations
in the United Kingdom and the Republic of Ireland to a
company managed by The TEAM Group, Europe's leading corporate
international moving company and a member of the Allied
International moving network.  The transaction is subject to
certain closing conditions, including the receipt of regulatory,
court and other approvals.

Debtors North American International Holding Corporation, NA (UK)
Limited Partnership, and NA (UK) GP Limited, entered into the
Share Purchase Agreement on March 2, 2008, with Picot Limited and
Irving Holdings Limited, in which the Debtors sold their ownership
shares in SIRVA Group Holdings Limited and SIRVA Ireland,
including The Baxendale Insurance Company Limited, their
affiliated Irish insurance business, for the aggregate sale price
of $4,200,000.

Pursuant to the Share Purchase Agreement, substantially all of
the purchase price will be used to offset existing intercompany
indebtedness.  TEAM will provide a $10,000,000 funding to SIRVA
UK, which bears a 3% annual interest rate, plus the base bank
rate of Barclays Bank plc.

According to Mr. Spytek, the Interim Funding will be repayable on
demand at any time after the earlier of:

   (1) the closing of the Sale;

   (2) May 29, 2008, or another date agreed to in writing between
       the Debtors and TEAM; or

   (3) an earlier date, when the closing conditions of the
       Agreement will not be satisfied.

Mr. Spytek adds that on behalf of SIRVA UK, TEAM will pay
$3,200,000 to the trustee of the SIRVA UK Pension Scheme on April
5, 2008.

Mr. Spytek notes that the Debtors will retain a perpetual,
irrevocable license to use the "Pickfords" name and trademark,
but only in combination with "Allied," for an initial royalty
payment of $474,000 in 2011, and subsequent annual royalty
payments for 103% of the previous year's royalty payment.  The
license will permit SIRVA or its subsidiaries to use "Pickfords"
in 29 countries worldwide.  Mr. Spytek adds that five years after
the closing of the Sale, Debtor Allied Van Lines, Inc., will
license the "Allied" name and trademark to TEAM for an annual
royalty payment of $225,000 in the first year of the license,
which will increase to $400,000 in the final year.

Mr. Spytek says that the Debtors may terminate the Agreement at
any time prior to closing of the Sale, if:

   (a) any action is taken to assert or enforce any claim or
       liability against the Debtors, their holding companies, or
       any of their subsidiaries, including under the Pension
       Funding Arrangement, as well as any objection to the
       confirmation of their plan of reorganization; or

   (b) TEAM breaches their obligation to provide the Interim
       Funding.

Mr. Spytek states that the closing of the Sale is subject to
certain closing conditions, including the receipt of regulatory,
court and other approvals.  For three years following the Sale,
the Debtors will be subject to a non-compete covenant,
prohibiting them from engaging in a competing business in the UK
and Ireland.  In addition, the Debtors have agreed not to use
certain trade names, including "Pickfords," in the ordinary
course of business, except in jurisdictions where the Pickfords
marks are not owned by TEAM, SIRVA Ireland or SIRVA Group
Holdings.

A full-text copy of the Share Purchase Agreement is available at
no charge at http://ResearchArchives.com/t/s?2946

                         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. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: U.S. Trustee Objects to Appointment of Class 5 Panel
---------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, objects
to the formation of a Class 5 Creditors' Committee for Sirva Inc.
and its debtor-affiliates, stating that the current five members
of the Official Committee of Unsecured Creditors consists of three
Class 5 creditors and two Class 4 creditors.

The Class 5 Claimants of the Debtors are those that hold General
Unsecured Claims.  Class 4 consists of all Unsecured Ongoing
Operations Claims.

Paul K. Schwartzberg, Esq., trial attorney for the U.S. Trustee,
tells Judge James M. Peck that all of the Class 5 creditors were
solicited to serve on the Committee.  Triple Net Investments IX,
LP, which sought the Class 5 Creditors Committee appointment, did
not respond to the solicitation.  Neither did it approach the U.S.
Trustee to serve on the Committee or to form a separate Class 5
Creditors Committee.

Mr. Schwartzberg points out that all Class 5 creditors which
sought to be appointed to the Committee had been appointed.  
Additionally, since three of the five Committee members are from
Class 5, the Class 5 creditors control the Committee's vote.  
Hence, the Class 5 creditors are adequately represented by the
Committee.

Moreover, the U.S. Trustee says that although the Class 4
creditors on the Committee possess pre-bankruptcy unsecured
claims, the Committee has been able to form positions on matters
and function properly.  Accordingly, the U.S. Trustee maintains,
there is no basis to form a separate Class 5 Creditors Committee
or to remove Class 4 creditors from the Committee.

As reported by the Troubled Company Reporter on March 10, 2008,
Triple Net Investments IX, LP, asked the U.S. Bankruptcy Court for
the Southern District of New York to (i) appoint an Official
Committee of Unsecured Creditors for Class 5 Claimants of Sirva
Inc. and its debtor-affiliates, and to (ii) stay all proceedings
pending the appointment of the Class 5 Committee.

Triple Net Investments IX, LP, holds a claim against one of the
Debtors, North American Van Lines, Inc.  According to Triple Net,
there is an inherent and irreconcilable conflict of interest in
having one law firm represent, as part of the Official Committee
of Unsecured Creditors, the interests of both Class 4 and Class 5
claimants under Debtors' proposed plan of reorganization.

The Class 5 Claimants of the Debtors are those that hold General
Unsecured Claims.  Class 4 consists of all Unsecured Ongoing
Operations Claims.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York, related
that two Class 4 members in the Committee have already been paid
in full, or will be paid in full upon confirmation of the Plan.

On the other hand, Class 5 claimants will receive nothing, Mr.
Nies explains.  The counsel representing Class 4's interests
cannot advocate for Class 5 claimants without jeopardizing Class
4's guaranteed recovery.

Mr. Nies submitted that committee members often have varying
interests in a bankruptcy case, and often disagree over the
committee's strategic objectives.  However, he argued that the
Class 4 claimants, who are unimpaired under the Plan, require no
Committee representation.  Accordingly, the Class 4 Claimants
should be dismissed from the Committee, or in the alternative,
the Court should direct the formation of a separate Class 5
committee, he says.

In addition, given the fast track process of the Debtors'
bankruptcy cases, Triple Net asked Judge Peck to shorten the time
for notice and a hearing on its request.

                         About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SPYRUS INC: Wants to Obtain $2 Million DIP Facility of John Miller
------------------------------------------------------------------
SPYRUS Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to obtain up to
$2 million of debtor-in-possession financing from John D. Miller
as DIP agent, and other Series B Preferred holders, secured by
liens on property of the Debtors' estates.

Mr. Miller, a former board member of the Debtors in 1999, advanced
secured bridge loans to the Debtors that provide for a $615,000 in
the aggregate evidenced by secured notes bearing a fixed interest
rate of 11% per annum.  The notes are secured by substantially all
of the Debtors' assets.

The Debtors tell the Court that they have an immediate need to
access Mr. Miller's DIP facility to permit, among other things:

   -- orderly continuation of the operation of their businesses;

   -- management and preservation of the Debtors' assets and
      properties;

   -- maintenance of business relationships with vendors,
      suppliers and customers;

   -- payment of payroll obligations;

   -- satisfaction of other working capital and operational needs;
      and

   -- maintenance of the going concern value of the Debtors'
      state.

Neil B. Glassman, Esq., at Bayard, P.A., at Wilmington, Delaware,
say that the Debtors lack liquidity to preserve and maintain the
going concern value of their assets.

If the Debtors defaulted of their obligations, the remaining
balance of the loan will bear interest at 14%, Mr. Glassman say in
court papers filed Monday.

The Debtors agree to pay a commitment fee of $30,000, exit fee of
$30,000 and backstop fee of 10%.

As adequate protection, the lenders will receive perfected
postpetition security interest and liens, senior and superior in
priority to all other secured and unsecured creditors of the
Debtors' estate.

Headquartered in San Jose, California, SPYRUS Inc. --
http://www.spyrus.com-- develops, manufactures and markets  
hardware and software encryption and security products.  Terisa
Systems Inc. and Blue Money Software are wholly owned subsidiary
of SPYRUS.  SPYRUS has additional offices in New Jersey and
Australia.  SYRUS was valued at approximately $12 million as of
March 13, 2008.

The company and two of its affiliates filed for Chapter 11
protection on March 13, 2008 (Bankr. D. Del. Lead Case.08-10462).  
Neil B. Glassman, Esq., at Bayard, P.A., 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 creditors, it listed assets and
debts between $1 million to $100 million.


SPRYUS INC: Files Disclosure Statement in Delaware
--------------------------------------------------
SPYRUS Inc. and its debtor-affiliates delivered a Disclosure
Statement explaining their Chapter 11 Plan of Reorganization to
the United States Bankruptcy Court for the District of Delaware.

Under the Plan, the Debtors will raise at least $2 million by  
conducting rights offering whereby subscribing noteholders can
purchase portion of new preferred interests.  

Former board member of the Debtors, John D. Miller, will provide
financing in turn for a corresponding equity interest in the
Debtors.  Mr. Miller has agreed to "backstop" the rights offering
in exchange for a fee equal to 10% of the offering amount, which
is convertible into a pro rata portion of new money allocation.

According to court filing, the Debtors admit that Chapter 11
reorganization is the most efficient way to implement the new
financing.

                       Treatment of Claims

Under the Plan, these claims will be paid in full:

   -- DIP lender claims;
   -- administrative claims, totaling at $250,000;
   -- priority tax claims, totaling at $4,000; and
   -- priority non-tax claims;

These impaired claims will receive a pro rata share of the new
money allocation in the rights offering, among other things:

   -- John Miller secured claims, totaling $5,562,000; and
   -- Dickens second lien claims, totaling $120,300.

Each holder of Trade and General Unsecured Claims, totaling
$428,590, will be paid, either:

   i) in full on the effective date of the plan;
  ii) under the terms of the Debtors' obligation to holders of
      this claims; or
iii) as may be agreed by the Debtors and holders.

Holders of Employee Claims, totaling $2,175,000, can convert all
or a portion of their claims to new preferred interests, which
will be restricted and converted at the earlier of five years
after the plan effective date.  Additionally, employee stock
ownership up to 10% will be reserved for current and future
employees.

On the other hand, holders of $4,929,000 in notes issued by the
Debtor has the option to purchase a pro rata share of new money
allocation.  Those noteholders who participated in the DIP loan  
will have their loans converted to a pro rata share of the new
money allocation, while noteholders who elected not to participate
will obtain new preferred interests, but will be diluted by the
participating noteholders on a 3:1 basis.

The total recovery for Series A Preferred and Series B Preferred
noteholders will not exceed 15% of new common stock and all
existing blocking and other rights incident will be terminated.

Other equity interest will be canceled and holders will not
receive any property under the Plan.

A full-text copy of SPYRUS' Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?2940

Headquartered in San Jose, California, SPYRUS Inc. --
http://www.spyrus.com-- develops, manufactures and markets  
hardware and software encryption and security products.  Terisa
Systems Inc. and Blue Money Software are wholly owned subsidiary
of SPYRUS.  SPYRUS has additional offices in New Jersey and
Australia.  SPYRUS was valued at approximately $12 million as of
March 13, 2008.

The company and two of its affiliates filed for Chapter 11
protection on March 13, 2008 (Bankr. D. Del. Lead Case.08-10462).  
Neil B. Glassman, Esq., at Bayard, P.A., 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 creditors, it listed assets and
debts between $1 million to $100 million.


SPRYUS INC: Plan Hearing Scheduled for April 23
-----------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware scheduled a hearing April 23,
2008, to consider the adequacy of SPYRUS Inc. and its debtor-
affiliates' Disclosure Statement, followed by a hearing whether to
confirm the Debtors' Chapter 11 Plan of Reorganization.

The hearing will took place at 824 Market Street, Sixth Floor in
Wilmington Delaware.

Objections to the Plan or the Disclosure Statement, if any, must
be filed no later than 4:00 p.m., on April 16, 2008.

Headquartered in San Jose, California, SPYRUS Inc. --
http://www.spyrus.com-- develops, manufactures and markets  
hardware and software encryption and security products.  Terisa
Systems Inc. and Blue Money Software are wholly owned subsidiary
of SPYRUS.  SPYRUS has additional offices in New Jersey and
Australia.  SPYRUS was valued at approximately $12 million as of
March 13, 2008.

The company and two of its affiliates filed for Chapter 11
protection on March 13, 2008 (Bankr. D. Del. Lead Case.08-10462).  
Neil B. Glassman, Esq., at Bayard, P.A., 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 creditors, it listed assets
and debts between $1 million to $100 million.


STRADA 315: Court Approves to Use Cash Collateral on Interim Basis
------------------------------------------------------------------
The Hon. Raymond B. Ray of the United States Bankruptcy Court for
the Southern District of Florida authorized STRADA 315 LLC to
access, on an interim basis, the cash collateral of Ruden McClosky
Smith Schuster & Russell, P.A., a prepetition estate law firm,
until March 31, 2008.

As reported in the Troubled Company Reporter on March 6, 2008, the
Debtors' primary financing and sole secured creditor is
Regions Bank, which holds a note in the original principal amount
of $34,800,000.  The note is secured by a first position mortgage
on a residential and commercial condominium and space in 315
Northeast 3rd Avenue, in Fort Lauderdale, Florida.

As of the date of bankruptcy, the balance on the Regions loan was
approximately $18,619,000.  Regions Bank is also oversecured in
the property alone by approximately $13,400,000, and has an equity
cushion on the Debtor's estates of approximately 72%.

In particular, the Debtor proposed to utilize the cash collateral
of Ruden McClosky.  In accordance with the Debtor's prepetition
efforts to negotiate with Regions, Ruden McClosky held several
sources of the Debtor's funds.

The Debtor has $730,387 in available cash at Ruden McClosky:

   a) excess proceeds from sale closings, net of liens, including
      Regions Bank - $318,658;

   b) Ruden McClosky's legal fees from sale closings - $66,000;

   c) interest on customer deposits, some of which customers may
      claim an interest - $183,459;

   d) forfeited customer deposits - $162,270.

To the extent Regions claims a lien on these funds, Regions is
further secured by nearly $1 million.

The Debtor wanted to utilize the Ruden Funds to operate during its
bankruptcy case, thereby generating sufficient funds to pay the
Regions claim in full, pay all lien holders on the property, and
all non-insider unsecured claims.

The Debtor will provide adequate protection of its security
interest in and liens on the Ruden Funds.  The Debtor is also
willing to grant Regions and administrative claim and a
postpetition replacement lien on any further funds generated by
the Debtor.  Regions is vastly oversecured and adequately
protected solely as a result of its interest in the property.

A full-text copy of Strada's budget is available for free at:

             http://ResearchArchives.com/t/s?293f

Headquartered in Delray Beach, Flordia, Strada 315 LLC is
affiliated with Delray Beach's Southpoint Realty Development.  It
owns and manages luxury condominiums.  The Debtor filed for
chapter 11 protection on Feb. 11, 2008 (Bankr. S.D. Fla. Case No.
08-11574).  Scott A Underwood, Esq., represents the Debtor in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
creditors to serve on a Official Committee of Unsecured Creditors
in these cases.  The Debtor listed assets and debts between $10
million and $50 million.  Its three major unsecured creditors are
Associated Steel & Aluminium, Coleman Floor Co., and Y.&T.
Plumbing Corp., with claims of less than $1 million each.


UNIFI INC: Subsidiary Sells South Carolina Assets for $4 Million
----------------------------------------------------------------
Unifi Inc. said in a regulatory filing Friday that its wholly
owned subsidiary Unifi Manufacturing Inc. has sold certain real
and personal property located in Dillon, South Carolina to 1019
Realty LLC, for $4,000,000.

The real and personal property being sold by UMI includes a
manufacturing facility of approximately 536,000 square feet and
approximately 63 acres of land.  Unifi Inc. expects the sale to  
close on or about March 20, 2008.

Mr. Stephen Wener, the chairman of the board of directors of the
Unifi Inc., is a manager of 1019 Realty, and has a 13.5% ownership
interest in and is the sole manager of an entity which owns 50% of
the buyer.

                         About Unifi Inc.

Headquartered in Greensboro, North Carolina, Unifi Inc. (NYSE:
UFI) -- http://www.unifi.com/ -- is a diversified producer and   
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  Key Unifi brands include, but are not
limited to: aio(R) - all-in-one performance yarns, Sorbtek(R),
A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R), MicroVista(R), and
Satura(R).  Unifi's yarns and brands are readily found in home
furnishings, apparel, legwear, and sewing thread, as well as
industrial, automotive, military, and medical applications.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Moody's Investors Service downgraded the ratings of Unifi Inc.'s
senior secured notes to Caa2 from Caa1, and lowered the company's
corporate family rating to Caa1 from B3.  Concurrently, Moody's
changed the outlook for the ratings to negative.  


UPSNAP INC: Terminates Merger Agreement with Mobile Greetings
-------------------------------------------------------------
UpSNAP Inc. disclosed that its pending merger with Mobile
Greetings Inc. has been called off.  The company indicated that
the financial markets can no longer support the proposed merger.

On Aug. 15, 2007, UpSNAP entered into a definitive agreement to
merge with Mobile Greetings Inc.  Under terms of the merger
agreement, which has been approved by both boards of directors,
Mobile Greetings shareholders will receive shares equal to 50% of
the common stock of the combined company on a fully diluted basis
including shares underlying a $2.2 million convertible note being
issued as part of the merger consideration, without giving effect
to the private placement.

As a follow-up to these developments, Tony Philipp, CEO of UpSNAP,
has agreed in principle to a contract extension with the company
subject to an agreement on the terms and conditions of the
contract.  Richard Jones, vice-president of content and
distribution at UpSNAP and board member, has resigned effective
March 5, 2008, from the company.

"We really wanted to make this merger work and are glad that the
outcome still enables UpSNAP and Mobile Greetings to work
together," Mr. Philipp said.  "Now that we are moving on from the
merger, we are looking forward to new growth and strategic
partnership opportunities."

                   About Mobile Greetings Inc.

Headquartered in Walnut Creek, California, Mobile Greetings Inc.
is a private corporation that has created a mobile distribution
platform for the automated delivery of rich media services to
mobile handsets.  Founded in 2002, Mobile Greetings partners with
the media brands to deliver compelling rich media content direct
to consumers.

                         About UpSNAP

Headquartered in Davidson, North Carolina, UpSNAP Inc. (NASDAQ:
UPSN.OB) -- http://www.upsnap.com/-- provides mobile search and  
live mobile audio entertainment.   UpSNAP services include text
and audio content from major entertainment companies in sports,
news, music, and information.

                       Going Concern Doubt

Traci J. Anderson, in Huntersville, North Carolina, expressed
substantial doubt about UpSNAP Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditor pointed
to UpSNAP's recurring losses from operations.


U.S. CONCRETE: Reports $69 Million Net Loss for Year Ended 2007
---------------------------------------------------------------
U.S. Concrete Inc. reported a net loss of $69 million on $803.8
million of revenues for the year ended Dec. 31, 2007, compared to
a net loss of $8 million on $728.5 million of revenues in 2006.

In a 10-K filing with the U.S. Securities and Exchange Commission,
the company's financial statements reflected $80.1 million of net
loss on $198.7 million of revenues for the quarter ended Dec. 31,
2007, compared to a net loss of $23.8 million on revenues of
$197.1 million in the same prior year period.

U.S. Concrete, Inc. also had a net loss from continuing operations
of $75.7 million, for the fourth quarter of 2007, compared to a
net loss from continuing operations of $23.5 million, or in the
fourth quarter of 2006.  The net loss from continuing operations
for the fourth quarter of 2007 and 2006 included a $76.4 million
and $26.8 million after-tax non cash charge, to reduce the
carrying value of the company's goodwill in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 142.

Revenues in the fourth quarter of 2007 were $198.7 million,
compared to $197.2 million in the fourth quarter of 2006.  Higher
ready-mixed concrete prices were partially offset by lower ready-
mixed concrete sales volumes and lower precast concrete products
revenues.  The company's average sales price per cubic yard of
ready-mixed concrete during the fourth quarter of 2007 was 5.7%
higher, as compared to the fourth quarter of 2006, driven
primarily by higher pricing in its Texas markets.  On a sequential
quarter basis, the company's average sales price per cubic yard of
ready-mixed concrete in the fourth quarter of 2007 was 1.5% higher
compared to the third quarter of 2007.

The company's ready-mixed concrete sales volume in the fourth
quarter of 2007 was approximately 1.76 million cubic yards, down
4.0% from approximately 1.83 million cubic yards of ready-mixed
concrete sold in the fourth quarter of 2006.  This decline in
volume reflects the slowdown in residential home construction
activity in most of the company's markets.

U.S. Concrete also had $646.8 million in total assets, $427.4
million in total liabilities, and a stockholders' equity of $205.1
million in Dec. 31, 2007, compared to Dec. 31, 2006 which saw
total assets of $716.6 million, total liabilities of $447 million,
and a stockholders' equity of $269.5 million.

The company's net cash provided by operations for the fourth
quarter of 2007 was $26.9 million, compared to $19.6 million for
the fourth quarter of 2006.  The company's free cash flow for the
fourth quarter of 2007 was $17.0 million, compared to $11.2
million in the fourth quarter of 2006.  The company's free cash
flow was higher in the fourth quarter of 2007 due primarily to
higher receivable collections in the period as compared to the
fourth quarter of 2006.

The company's net debt at Dec. 31, 2007 was $283.7 million, down
$18.6 million from Sept. 30, 2007 due to cash proceeds from asset
divestitures and higher operating cash flow.  At Dec. 31, 2007,
net debt was comprised of total debt of $298.5 million, less cash
and cash equivalents of $14.9 million.

                      Discontinued Operations

The company has divested certain business units and the operating
results and the loss on the sale of these business units have been
reflected in "Results of Discontinued Operations" for the fourth
quarter of 2007 and the full year 2007, and the comparative prior-
year results have been adjusted to reflect such changes in
reporting.

The company reported a loss from discontinued operations of $4.4
million during the fourth quarter of 2007, including a pre-tax
loss on sale of assets of $5.5 million.  For the full year 2007,
the company reported a loss from discontinued operations of $5.2
million.

Based on the current state of its business and backlog, the
company expects first quarter 2008 revenues from continuing
operations to be in the range of $150 million and $160 million.  
First quarter 2008 adjusted EBITDA is expected to be in the range
of approximately $2 million to $4 million.  The company has
assumed approximately 38.4 million shares outstanding for its
first quarter 2008 earnings per share estimates.

                       About U.S. Concrete

Based in Houston, Texas, U.S. Concrete Inc. (NASDAQ: RMIX) --
http://www.us-concrete.com/-- services the construction industry  
in several markets in the United States through its two business
segments: ready-mixed concrete and concrete-related products; and
pre-cast concrete.  The company has 150 fixed and nine portable
ready-mixed concrete plants, 9 pre-cast concrete plants, three
concrete block plants and eight aggregates facilities.  During
2006, these facilities produced approximately 9.1 million cubic
yards of ready-mixed concrete, 4 million eight-inch equivalent
block units and 4.6 million tons of aggregates.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 5, 2008,
Moody's Investors Service placed U.S. Concrete's B1 corporate
family rating under review for possible downgrade.  The review
results from the company's significant exposure to the downturn in
the residential construction industry, as well as its significant
exposure to the softening of the commercial construction industry,
and the combined substantial impact of these sectors on demand for
concrete products.


WESTMORELAND COAL: Sells $15 Million Convertible Notes to Tontine
-----------------------------------------------------------------
Westmoreland Coal Company disclosed the sale of $15 million in
senior secured convertible notes in a private placement to Tontine
Partners L.P. and Tontine Capital Partners L.P.

"When we issued our quarterly results for the second quarter of
2007, we reported that we had sufficient capital resources and
committed financing arrangements to provide us with adequate
liquidity through the fourth quarter of 2007, but that based on
our calculations at that time, we did not believe that we had
capital resources or committed financing arrangements in place to
provide adequate liquidity to meet the cash requirements that we
then projected beyond the end of 2007," Keith E. Alessi,
Westmoreland's President and CEO, said.

"We have worked hard over the last several months to manage our
business to conserve cash, but the requirements of our business
required that we seek additional capital," Mr. Alessi continued.
"We are pleased that Tontine, Westmoreland's largest shareholder,
has assisted the company in addressing its liquidity needs by
purchasing these notes at a time when the company is still working
on its restatement of financial statements for the years ended
Dec. 31, 2004, 2005, and 2006, well as the quarters ended March 31
and June 30, 2007."

"We expect to complete and issue the restated financial statements
shortly," Mr. Alessi stated.  "At that time, we also will issue
financial statements for the quarter ended Sept. 30, 2007, which
were delayed by the restatement."

The senior secured convertible notes bear interest at a rate of 9%
per annum, with interest payable in cash or in kind at the
company's option.  The notes are convertible into common stock of
the company at a price of $10 per share and mature on March 4,
2013.

Houlihan Lokey served as the board's independent financial advisor
in connection with the transaction.

As part of the transaction, the Standby Purchase Agreement between
the company and Tontine entered into on May 2, 2007, was
terminated.  The Standby Purchase Agreement was originally entered
into as a backstop for a proposed rights offering of common stock
by the company to its shareholders.

The company completed negotiations to refinance its Roanoke Valley
Energy Project, Units I and II, which among other things will
provide the company with additional liquidity.  The company
expects that this refinancing will close by mid-March.  

The company has also engaged a large bank to assist the company in
refinancing its existing debt at its Westmoreland Mining LLC
subsidiary.  The goals of the mining refinancing are to better
match debt amortization with cash flows, provide funds for capital
investments and provide additional liquidity and flexibility to
the company.

                        AMEX Plan Accepted

The company also reported that the staff of the American Stock
Exchange has accepted the company's updated plan to meet the
Amex's continued listing standards and will continue to list the
company through the plan period pursuant to an extension.

The revised plan contemplates filing the Form 10-Q for the third
quarter of 2007 no later than March 31, 2008.  The plan was
necessitated by the company's inability to file a timely quarterly
report on Form 10-Q with the Securities and Exchange Commission
for the quarter ended Sept. 30, 2007 because it continues to be
engaged in the restatement of post-retirement benefit liabilities.

                 About Westmoreland Coal company

Based in Colorado Springs, Colorado, Westmoreland Coal company
(AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States and a developer of
independent power projects.  The company's coal operations include
coal mining in the Powder River Basin in Montana and lignite
mining operations in Montana, North Dakota and Texas.  Its power
operations include ownership and operation of the two-unit
ROVA coal-fired power plant in North Carolina, an interest in a
natural gas-fired power plant in Colorado, and the operation of
four power plants in Virginia.

At June 30, 2007, the company's balance sheet showed total assets
of $764 million, and total liabilities of $885.2 million,
resulting to a total shareholders' deficit of $121.2 million.


WILD WEST: Settlement Discussions with Village Charters Continue
----------------------------------------------------------------
Bankrupt Wild West World LLC and Village Charters are continuing
talks regarding a $100,000 money that the Debtor paid in 2007 as
initial payment to a personal loan, Bill Wilson writes for The
Wichita Eagle in Kansas.

In December 2007 case, the Debtor's counsel, Tom Gilman at Redmond
& Nazar LLP, asserted that Wild West owner Thomas Etheredge paid
Village Charters on April 9 and April 23 last year, according to
Wichita Eagle.  The payments were made within a 90-day window
prior to Wild West's bankruptcy on July 9, 2007, hence, they
should be reclaimed for creditor distribution, Wichita Eagle
quotes Mr. Gilman as stating.

Village Charter's counsel, Jeff Arensdorf, Esq., contested that
the reclamation of the payments is not required under bankruptcy
laws, Wichita Eagle relates.

The Hon. Rober Nugent of the U.S. Bankruptcy Court for the
District of Kansas intends to hear the issue if talks among the
parties prove unsuccessful, Wichita Eagle reports.

Mr. Arensdorf told Wichita Eagle that his client doesn't want to
bring the issue to court and added that he thinks Wild West
doesn't want the issue to reach court as well.

Mr. Gilman replaces Edward J. Nazar, Esq., as the Debtor's
counsel.

According to the report, the Village Charters loan, finalized on
Jan. 7, 2007, is among the personal loans that Mr. Etheredge want
to reclaim.  Most of the loans are from Mr. Etheredge churchmates
at Rev. Terry Fox's Summit Church, report adds.

                      About Wild West World

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Restoration Farms Inc., Wild West's parent company,
filed for chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans.
Case No. 07-11913).  Tom Gilman, Esq., at Redmond & Nazar LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.


WORKFLOW MANAGEMENT: S&P Lowers Corp. Credit Rating to B- from B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Workflow
Management Inc.; the corporate credit rating was lowered to 'B-'
from 'B'.  All ratings have been removed from CreditWatch, where
they were placed with negative implications on Nov. 27, 2007.  The
rating outlook is negative.
      
"The downgrade reflects our concerns about Workflow's
intermediate-term liquidity position, given the relatively tight
cushion against its recently amended financial covenants," said
Standard & Poor's credit analyst Michael Listner.  "Also,
amortization payments under the first-lien credit facility
will become burdensome again beginning in the first quarter of
2009."
     
In addition, like many industries, printers are facing economic
headwinds presently, which may affect the company's ability to
grow EBITDA in line with forecasted levels.  While the equity
injection and amendment to the credit facilities are supportive to
credit quality in the short term, operating performance must
improve in 2008 for the company to address debt service
requirements in the intermediate term.  Moreover, while the
financial sponsor, Perseus Partners, has recently provided
financial support to Workflow, in the absence of material progress
in improving operating performance, it is not clear to what extent
this support will continue.
     
The ratings on Workflow Management reflect the company's
significant debt service requirements, recent operating
challenges, intermediate-term concerns about the company's
liquidity position, and the susceptibility of the printing
industry to economic slowdowns.  Last year was a difficult one for
Workflow, marked by softness in sales volume and, subsequently,
cash flow.  Operating performance necessitated covenant revisions
in the company's credit facilities, which were recently completed.
     
In order to induce lenders to provide the amendment, and to fund
an acquisition, Workflow recently received an equity contribution
from its financial sponsor.  A portion of this contribution was
used to fund scheduled amortization payments on the company's
first-lien credit facility.  This contribution will prepay the
first three quarters of 2008 amortization, or approximately
$20.6 million.  In addition to funding near-term principal
amortization, Perseus has contributed capital to accommodate a
moderate-size acquisition.  The acquisition of Miami Systems Corp.
will serve to expand Workflow's geographic footprint and build on
its diverse customer base.  

The acquisition was completed at the beginning of March and
includes the digital print and specialty envelope divisions of the
company.  While the addition of Miami Systems will serve to
enhance the opportunity for cross-selling
initiatives to existing customers, S&P expect that the general
economic environment will serve to limit any significant upside in
the near term.
     
The restoration of operating momentum is paramount to Workflow's
long-term success, as significant amortization payments in the
amount of $27.5 million are scheduled for 2009.  Despite
the recent covenant revisions, there exists only a minimal degree
of financial cushion for the company based on management's 2008
guidance.


WORNICK CO: Can Access DDJ Capital's $35,000,000 DIP Facility
-------------------------------------------------------------
The Hon. J. Vincent Aug, Jr., of the the U.S. Bankruptcy Court for
the Southern District of Ohio in Cincinnati authorized The Wornick
Company and its debtor-affiliates to obtain, on a final basis,
cash advances and other extensions of credit on a senior secured,
revolving basis, in an aggregate principal amount not to exceed
$35,000,000 pursuant to a postpetition credit agreement with DDJ
Capital Management, LLC, on behalf of certain funds or accounts
managed or advised by DDJ.

As reported in the Troubled Company Reporter on Feb. 21, 2008,
DDJ will serve as administrative agent for the DIP loan.

On Feb. 12, 2008, the Debtors, DDJ Total Return Loan Fund, L.P.,
and DDJ Capital Management entered into a restructuring support
agreement.  Under the RSA, the Debtors arranged up to $35 million
in post-petition secured financing.  In addition, the Debtors
entered into a purchase agreement to sell the company's assets to
Viren Acquisition Corp., an entity controlled by the DDJ Entities
and an ad-hoc group of noteholders who collectively hold more than
50% of the principal amount of $125,000,000 in 10-7/8% Senior
Secured Notes due 2011 issued by Wornick.

Proceeds of the DIP Loan will be used for the full prepayment in
cash of the financing facility the Debtors obtained before it
filed for Chapter 11 protection; to pay certain fees and expenses
of the Borrower incurred in connection with the DIP Loan; to fund
working capital of the Borrower; and to pay amounts otherwise
approved by Court orders.
                              
Prior to the Debtors' bankruptcy filing, the Debtors' prepetition
financing arrangements and working capital requirements were met
primarily by:

     (i) a $25,000,000 Senior Secured Credit Facility with Texas
         State Bank, which later assigned its rights and
         obligations under the loan to DDJ Total Return Loan Fund,
         L.P.;

    (ii) a $27.5 million increase in the Senior Secured Credit
         Facility;

   (iii) the issuance of Senior Secured Notes; and

    (iv) an issuance of 13.875% Senior PIK Notes due 2011 by TWC
         Holding LLC and TWC Holding Corp.

U.S. Bank National Association serves as indenture trustee with
respect to the Senior Secured Notes and Senior PIK Notes.

To secure their DIP obligations, the Debtors asked the Court to
grant the Lenders:

     (1) a super-priority administrative expense claim subject
         only, upon the occurrence and during the continuance of
         an Event of Default, to a carve-out for bankruptcy court
         clerk fees, United States Trustee fees, and fees payable
         to bankruptcy professionals retained in the Debtors'
         cases;

     (2) valid and fully-perfect first priority priming liens on
         and senior security interests in all of the property,
         assets or interests in property or assets of each Debtor,
         and all "property of the estate" of each Debtor, subject
         only to (i) certain permitted priority liens and (ii) the
         Carve-Out Expenses.

The Court also permitted the Debtors to use the cash collateral of
their prepetition lenders.

As adequate protection for the Debtors' use of the Cash Collateral
including to the extent of the aggregate diminution in the value
or amount of the Collateral pledged by the Debtors as security for
their Prepetition Facility as well as the Secured Notes, the
Debtors will grant DDJ Total Return Loan Fund and the Indenture
Trustee, for the benefit of the Noteholders, replacement liens.  
The Debtors will also pay interest in respect of the Prepetition
Facility at the prepetition non-default contract rate.

The Debtors noted that DDJ Total Return Loan Fund and the Majority
Secured Noteholder Group consent to the proposed adequate
protection and priming of their liens and interests.

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and   
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in their
restructuring efforts.  No trustee, examiner or creditors'
committee has been appointed in these chapter 11 cases.  The
company listed between $100 million and $500 million assets and
between $100 million and $500 million in debts in its bankruptcy
filing.



ZIFF DAVIS: U.S. Trustee Appoints Seven-Member Creditors Committee
------------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appoints
seven members to the Official Committee of Unsecured Creditors of
the Chapter 11 cases of Ziff Davis Media, Inc., and its debtor-
affiliates.

   1. Concordia Partners, L.P.
      1350 Avenue of the Americas
      Suite 3202
      New York, New York 10019
      Attn: Mr. Robert Capozzi

   2. Deutsche Bank Trust Company Americas, as Trustee
      60 Wall Street, MS: NYC60-2720
      New York, New York 10005-2858
      Attn: Mr. Stanley Burg, Vice President

   3. Joshua Tree Capital Partners
      One Maritime Plaza, Suite 750
      San Francisco, California 94111
      Attn: Mr. Vikas Tandon, Managing Member

   4. MHR Fund Management LLC
      40 West 57th Street, 24th Floor
      New York, New York 10019
      Attn: Mr. Hal Goldstein, Managing Principal

   5. River Run Fund, Ltd.
      152 West 57th Street, 52nd Floor
      New York, New York 10019
      Attn: Mr. Ian G. Wallace, Managing Member

   6. RR Donnelley & Sons Company
      3075 Highland Parkway
      Downers Grove, Illinois 60515
      Attn: Mr. Dan Pevonka, Sr. Credit Manager

   7. Sony Computer Entertainment
      919 East Hillsdale Blvd, 2nd Floor
      Foster City, California 94404-2175
      Attn: Mr. John Kilcullen, Sr. Director Finance

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                  About 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: Alan W. Kornberg Discloses Creditor Representation
--------------------------------------------------------------
Alan W. Kornberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, discloses that his firm represents
eight creditors in the Chapter 11 Cases of Ziff David Media Inc.
and its debtor-affiliates:

   (a) Blackport Capital Fund Ltd.
       345 Park Avenue
       New York, NY 10154
       Tel: (212) 583-5411
       Fax: (212) 583-5651

   (b) Dune Capital Management LP
       623 5th Avenue, 30th Floor
       New York, NY 10022
       Tel: (212) 301-8400
       Fax: (646) 885-2471

   (c) MacKay Shields LLC
       9 West 57th Street
       New York, NY 10019
       Tel: (212) 230-3920
       Fax: (212) 754-9187

   (d) Mast Capital Management, LLC
       535 Boylston Street, Suite 401
       Boston, MA 02116
       Tel: (617) 375-3000
       Fax: (617) 247-7985

   (e) Perry Capital
       767 Fifth Avenue
       New York, NY 10153
       Tel: (212) 583-4000
       Fax: (212) 583-4040

   (f) Stonehill Capital Management
       885 Third Avenue, 30th Floor
       New York, NY 10022
       Tel: (212) 739-7474
       Fax: (212) 838-2291

   (g) Strategic Value Partners
       80 Field Point Road
       Greenwich, CT 06830
       Tel: (203) 618-3576
       Fax: (203) 618-3501

   (h) Tennenbaum Capital Partners, LLC
       2951 28th Street
       Santa Monica, CA 90405
       Tel: (310) 566-1015
       Fax: (310) 899-4950

The nature of the claims held by the eight creditors include, but
not limited to, senior secured note claims arising under certain
senior secured floating rate notes due 2012 issued by the Debtors
pursuant to an indenture dated as of April 22, 2005, between the
Debtors and U.S. Bank National Association, as trustee and
collateral agent.

The eight creditors holds an aggregate principal amount of claims
in excess of $154,000,000.

"Paul Weiss does not own any claims against or equity interests
in the Debtors," states Mr. Kornberg.

                   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: Allowed to Pay Wages, Benefits Prior to Bankruptcy
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Ziff Davis Media Inc. and its debtor-affiliates to
honor and pay its pre-bankruptcy wages, salaries, and employee
benefits, on an interim basis.

Furthermore, the Debtors are also authorized to (i) continue to
allocate and distribute the deductions and the payroll taxes,
(ii) pay the reimbursable expenses, and the prepetition amounts
owed in connection with the incentive programs, and (ii) honor
the employee benefit programs and make any necessary
contributions to the programs and pay any unpaid premium, claim,
or amount owed as of the Petition Date.

The final hearing is set for March 27, 2008, at 10:00 a.m.  Any
objection to the relief sought by the Debtors must (a) be filed
in writing with the Court, with a copy to the judge's chambers by
4:00 p.m. Eastern time, March 24, 2008, and (b) served on (i) the
U.S. Trustee, (ii) counsel for the Debtors, (iii) counsel for the
ad hoc committee of senior secured floating rate noteholders,
(iv) counsel for the ad hoc committee of senior compounding
noteholders, and (v) counsel to the Official Committee of
Unsecured Creditors appointed in the Chapter 11 cases.

The Troubled Company Reporter reported on March 12, 2008 that as
of the bankruptcy filing date, the Debtors and their non-debtor
affiliates employ roughly 266 employees, of whom 258 are full-time
employees, and roughly eight are part-time employees.  
Approximately 20 employees are paid on an hourly basis, and 246
employees are paid salary.

None of the Employees are unionized, and none of the Debtors are
party to any collective bargaining agreements, Carey D. Schreiber,
Esq., at Winston & Strawn LLP, in New York, the Debtors' proposed
counsel, tells the Court.

The Employees' skills and their knowledge and understanding of
the Debtors' operations, customer relations, and infrastructure
are essential to the effective reorganization of the Debtors'
businesses, Mr. Schreiber noted.

To minimize the personal hardship that the Employees would suffer
if prepetition Employee-related obligations are not paid when
due, or as expected, and to maintain morale and stability in the
Debtors' workforce during this critical time, the Debtors, sought
the Court's authority to:

   -- pay pre-bankruptcy wages, salaries, and employee benefits;

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

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

Mr. Schreiber related that the Debtors incur payroll obligations
to the Employees, which are generally comprised of wages and
salaries, but may also include incentive bonuses awarded for
sales productivity and goal attainment.  Approximately 95% of the
Debtors' payroll is made by direct deposit through electronic
transfer of funds directly to Employees, with the other 5% of
Employees receiving checks.  On average, Mr. Schreiber told the
Court, the Debtors have gross payroll expenses of approximately
$2,500,000 per month.

The Debtors outsource their payroll to a payroll services
company, ProBusiness Services Inc., which is also responsible for
paying all the withholdings and payroll taxes to the applicable
third parties.

The Debtors estimate that, as of the Petition Date, roughly
$290,000 in prepetition accrued wages, salaries, and other
compensation earned prior to the Petition Date remains unpaid.

The Debtors also sought the Court's permission to pay one Employee  
$11,028, notwithstanding that the amount is in excess of a
monthly cap for $10,950.

Under the new amendments to the Bankruptcy Code adopted on
April 20, 2005, the claim amount for wages and salaries that is
entitled to priority under Section 507(a) of the Bankruptcy Code
was increased from $4,925 per employee to $10,000 per employee,
effective immediately upon enactment.  On April 1, 2007, the
amount was automatically adjusted to $10,950 pursuant to Section
104(b) of the Bankruptcy Code.

                  Deductions and Withholdings

During each applicable pay period, the Debtors routinely deduct
certain amounts from paychecks, including, without limitation,
(i) garnishments, child support, and similar deductions, and (ii)
other pre-tax and after-tax deductions payable pursuant to
certain Employee benefit plans of the Debtors.

The amount of the Deductions are subsequently forwarded by the
Debtors to the appropriate third-party recipients.  The Debtors
estimate that as of the Petition Date, approximately $15,000 in
Deductions have not been forwarded to the appropriate third-party
recipients, Mr. Schreiber discloses.

Moreover, the Debtors are required by law to withhold from an
Employee's wages amounts related to federal, state and local
income taxes, social security and Medicare taxes for remittance
to the appropriate federal, state, or local taxing authority.

According to Mr. Schreiber, the Withheld Amounts total about
$660,000 per month.  The Debtors estimate that as of the Petition
Date, less than $10,000 in Payroll Taxes have not been forwarded
to the appropriate Taxing Authorities.

                   Reimbursement of Expenses

Prior to the Petition Date and in the ordinary course of their
business, the Debtors reimbursed Employees for certain reasonable
and customary expenses incurred on behalf of the Debtors in the
scope of their employment, including  travel expenses for meals,
hotels and rental cars; business development expenses; automobile
gas mileage expenses and telephone expenses.  The Debtors
estimate that requests for reimbursement of prepetition expenses
will not exceed $25,000.

                 Prepetition Incentive Programs

To incentivize their Employees, and to maximize advertising sales
which constitute a significant portion of their revenue, the
Debtors offer their Employees certain bonuses:

   * A non-management sales incentive program, under which
     Employees can earn in addition to base salary, for a
     percentage of the revenue that the Debtors recognize
     generated by that Employee's sales of advertising for the
     Debtors' print publications or Web sites; and

   * An annual management incentive target bonus program
     available to management-level employees, which is designed
     to focus the attention of participants on results that are
     directly tied to the Debtors' performance, and to share in
     that success by providing financial rewards to selected
     individuals who make major contributions toward the Debtors'
     goals.

According to Mr. Schreiber, the Debtors' unpaid obligations under
the Non-Management Sales Incentive Program is for $100,000; and
an amount not exceeding $600,000 for the Annual Management
Incentive Program.

                       Employee Benefits

The Debtors offer the Employees the ability to participate in a
number of insurance and benefits programs, including:

   (a) Health Benefits

       The Debtors offer fully-insured and self-insured health
       insurance to their Employees for medical, dental and
       vision insurance coverage.  

   (b) Workers' Compensation
  
       The Debtors provide workers' compensation insurance for
       their Employees at the statutorily-required level for each
       state.  These benefits are currently provided for
       Employees through Chubb/Federal Insurance Company.  
       Mr. Schreiber notes that the Debtors did not incur any
       overall costs associated with the Workers' Compensation
       Programs in 2007.

   (c) Vacation, Sick Leave and Other Leaves of Absence
       
       The Debtors provide vacation time to their Full-Time
       Employees and part time employees working at least 20
       hours as a paid time-off benefit, which is generally
       determined by the Employee's length of employment.  The
       Debtors estimate that approximately $300,000 of earned but
       unused Vacation Time will have accrued as of the Petition
       Date, according to Mr. Schreiber.

   (d) Employee Savings and Retirement Plans
  
       Employees are automatically eligible to participate in the
       401(k) Plan, which allows for automatic pre-tax salary
       deductions of eligible compensation up to the limits set
       by the Internal Revenue Code.  The Debtors estimate that
       as of the Petition Date, they have paid all of the
       prepetition matching contributions owed pursuant to the
       401(k) Plan.

   (e) Additional Employee Benefits

       The Debtors provide Employees with primary life insurance,
       accidental death and dismemberment insurance, short and
       long-term disability benefits, and business accident
       insurance.  Mr. Schreiber says that as of the Petition
       Date, the Debtors do not owe any amounts with respect to
       the Additional Employee Benefits.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated   
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  When Ziff Davis filed for
bankruptcy protection, it listed assets of between $100 million to
$500 million and debts of $500 million to $1 billion.  (Ziff Davis
Bankruptcy News, Issue No. 3, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Court Grants Motion to Extend Time to File Schedules
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time for Ziff Davis Media Inc. and its debtor-
affiliates to file their statements of financial affairs and
schedules of assets and liabilities for 30 days to and including
April 21, 2008, without prejudice to the Debtors' rights to seek
an additional extension upon cause shown therefor.

The Court authorizes the Office of the United States Trustee to
schedule the meeting of creditors required by Section 341 of the
Bankruptcy Code more than 40 days after the Petition Date.

As reported by the Troubled Company Reporter on March 12, 2008,
the Debtors asked the the Court to:

   (a) extend the time within which they are required to file
       their Statements and Schedules for an additional 30 days,
       to April 21, 2008, without prejudice to the Debtors'
       ability to request additional time should it become
       necessary; and

   (b) to the extent necessary, authorize the U.S. Trustee to
       schedule a meeting with creditors under Section 341 of the
       Bankruptcy Code, more than 40 days following the Petition
       Date -- notwithstanding Rule 2003(a) of the Federal Rules
       of Bankruptcy Procedure.

The Debtors have more than 3,000 creditors and other parties-in-
interest in their Chapter 11 proceedings, Carey D. Schreiber,
Esq., at Winston & Strawn LLP, in New York, the Debtors' proposed
counsel, states.  Given the size and complexity of the Debtors'
business operations, preparing their Statements and Schedules
accurately and with sufficient detail will require significant
attention from the Debtors' personnel and advisors.

Without an extension of time, the preparations would distract
attention from the Debtors' business operations at a critical
time when the business can ill afford any disturbance.

Moreover, creditors and other parties in interest will not be
harmed by the Debtors' proposed extension of the filing deadline,
because, even under the extended deadline, the Statements and
Schedules would be filed in advance of any planned bar date or
other significant event in the Debtors' bankruptcy cases.

Mr. Schreiber notes that Bankruptcy Rule 2003(a) provides that in
a Chapter 11 case, the United States Trustee will call a meeting
of creditors to be held no fewer than 20 -- and no more than 40
--days after the Petition Date.

                   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
Bankruptcy News, Issue No. 3, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


* Fitch Says Home Prices Decline Yield to Bank Home Equity Losses
-----------------------------------------------------------------
Fitch Ratings reported that continued declines in home prices,
high consumer debt levels, and slowing economic trends have all
combined to yield increasing losses in many bank home equity
portfolios and that credit losses are expected to accelerate in
2008.

On March 7, 2008, Fitch took negative rating actions on eight
large U.S. banking institutions, based, in part, on their exposure
to home equity and other consumer loans, as well as Fitch's belief
that future losses will be much higher than previously
anticipated.  Further rating action in the sector will not likely
be driven by home equity exposure alone, although it continues to
be a greater concern for several issuers.

John Mackerey, Senior Director in Fitch's Financial Institutions
group said, 'Risk layering has come back to haunt a number of
financial institutions in both the residential mortgage and home
equity space.'  Loans originated through third-parties, loans
collateralized by property in markets with more home price
depreciation and/or higher current loan-to-value ratios, and loans
with anything less than full borrower documentation are generally
exhibiting more stress.  A particularly toxic situation emerges
when more than one of these characteristics is layered onto the
product.


In a special report, Fitch conducts a review of the largest banks
with particular attention paid to those with the highest home
equity exposure as a percent of their total loan portfolio.  To
the extent possible, Fitch have factored in the relative risks
associated with the risk-layering characteristics referred to
above.  Challenges in home equity lending are expected to persist
throughout 2008 and into 2009, as many banks had aggressively
grown their portfolios in recent years and continue to have
exposure to un-drawn home equity lines of credit. In this report,
Fitch discusses:

  -- Bank home equity exposure as a percent of balance sheet
     categories;
  -- Loan characteristics posing highest portfolio risk;
  -- Relative credit metrics of banks with largest exposures; and
  -- Potential impact of higher credit losses on bank
     profitability.


* S&P Lowers Ratings on 90 Tranches from 16 US Hybrid CDOs
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 90
tranches from 16 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 67 of the lowered ratings
from CreditWatch with negative implications.  In addition, S&P
affirmed its ratings on three tranches.  The ratings on 14
tranches from four of the downgraded transactions remain on
CreditWatch negative, indicating a significant likelihood of
further downgrades.
     
The downgraded tranches have a total issuance amount of
$17.756 billion.  Five of the 16 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.  
Eight of the 16 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
three transactions are CDO of CDO transactions that were
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities, as well as changes Standard & Poor's has made to
the recovery rate and correlation assumptions it uses to assess
U.S. RMBS held within CDO collateral pools.
     
To date, including the CDO tranches listed below and actions on
both publicly and confidentially rated tranches, S&P have lowered
its ratings on 2,609 tranches from 621 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, 898 ratings from 213 transactions are currently on
CreditWatch negative for the same reasons.  In all, S&P have
downgraded $232.088 billion of CDO issuance.  Additionally, S&P's
ratings on $125.330 billion in securities have not been lowered
but are currently on CreditWatch negative, indicating a high
likelihood of downgrades.     

                  Rating and Creditwatch Actions

                                               Rating
                                               ------
    Transaction                   Class     To        From     
    -----------                   -----     --        ----
6th Avenue Funding 2006-1 Ltd     A-1A      BB-    AAA/Watch Neg
6th Avenue Funding 2006-1 Ltd     A-1B      BB-    AAA/Watch Neg      
6th Avenue Funding 2006-1 Ltd     A-2       CCC-   AAA/Watch Neg      
6th Avenue Funding 2006-1 Ltd     B         CC     AA/Watch Neg       
6th Avenue Funding 2006-1 Ltd     C         CC     A/Watch Neg        
6th Avenue Funding 2006-1 Ltd     D         CC     BBB/Watch Neg      
6th Avenue Funding 2006-1 Ltd     X         A+     AAA/Watch Neg      
Big Horn Structured Fndng CDO     A         CC     AAA/Watch Neg      
   2007-1
Big Horn Structured Fndng CDO     B         CC     AA/Watch Neg       
   2007-1
Big Horn Structured Fndng         C         CC     A/Watch Neg        
   CDO 2007-1
Big Horn Structured Fndng         D         CC     BBB/Watch Neg      
  CDO 2007-1
Big Horn Structured Fndng         Jr Swap   CC     AAA/Watch Neg      
  CDO 2007-1
Big Horn Structured Fndng         S         CC     AAA/Watch Neg      
  CDO 2007-1
Big Horn Structured Fndng        SprSr Swap CCC-   AAA/Watch Neg      
  CDO 2007-1
Brooklyn Structured Finance      A-1J   C-/WchNeg  AA+/Watch Neg      
  CDO Ltd
Brooklyn Structured Finance      A-1S   B/WchNeg   AAA/Watch Neg      
  CDO Ltd
Brooklyn Structured Finance      A-2L       CC     A-/Watch Neg       
  CDO Ltd
Brooklyn Structured Finance      A-3L       CC     B-/Watch Neg       
  CDO Ltd
Brooklyn Structured Finance      B          CC     CCC-/Watch Neg     
  CDO Ltd
Diversey Harbor ABS CDO Ltd      A-1M       AA+    AAA/Watch Neg      
Diversey Harbor ABS CDO Ltd      A-1Q       AA+    AAA/Watch Neg      
Diversey Harbor ABS CDO Ltd      A-2        A      AA+/Watch Neg      
Diversey Harbor ABS CDO Ltd      A-3        CC     CCC-/Watch Neg     
Duke Funding XI Ltd.             A-1E       BBB-   AAA
Duke Funding XI Ltd.             A-2E       BB     AA
Duke Funding XI Ltd.             A-3E       B+     A
Duke Funding XI Ltd.             B-1E       CCC-   BBB/Watch Neg
Duke Funding XI Ltd.             Sr Swap    AA-    AAA
Duke Funding XI Ltd.             X          BBB+   AAA
Forge ABS High Grade CDO I Ltd.  A1    BB-/WchNeg  AAA/Watch Neg      
Forge ABS High Grade CDO I Ltd.  A2    CCC+/WchNeg AAA/Watch Neg      
Forge ABS High Grade CDO I Ltd.  A3    CCC-/WchNeg AAA/Watch Neg      
Forge ABS High Grade CDO I Ltd.  A4         CC     AAA/Watch Neg      
Forge ABS High Grade CDO I Ltd.  B          CC     AA/Watch Neg       
Forge ABS High Grade CDO I Ltd.  C          CC     AA-/Watch Neg      
Forge ABS High Grade CDO I Ltd.  D          CC     A/Watch Neg        
Forge ABS High Grade CDO I Ltd.  E          CC     BBB/Watch Neg      
Grand Avenue CDO III Ltd         A-1   B+/WchNeg   AAA/Watch Neg      
Grand Avenue CDO III Ltd         A-2   CCC/WchNeg  AAA/Watch Neg      
Grand Avenue CDO III Ltd         A-3   CCC-/WchNeg AAA/Watch Neg      
Grand Avenue CDO III Ltd         B          CC     AA-/Watch Neg      
Grand Avenue CDO III Ltd         C-1        CC     A-/Watch Neg       
Grand Avenue CDO III Ltd         C-2        CC     BBB+/Watch Neg     
Grand Avenue CDO III Ltd         D          CC     BBB-/Watch Neg     
HSPI Diversified CDO Fund I Ltd. S          AAA    AAA/Watch Neg      
HSPI Diversified CDO Fund I Ltd. A-1        BB     AAA/Watch Neg      
HSPI Diversified CDO Fund I Ltd. A-2        B-     AAA/Watch Neg      
HSPI Diversified CDO Fund I Ltd. A-3        CCC-   AA/Watch Neg       
HSPI Diversified CDO Fund I Ltd. B          CC     A/Watch Neg        
HSPI Diversified CDO Fund I Ltd. C          CC     BBB/Watch Neg      
Khaleej II CDO Ltd.              A          BB+    AAA                
Khaleej II CDO Ltd.              B          B      AA/Watch Neg       
Khaleej II CDO Ltd.              C          CCC    A-/Watch Neg       
Khaleej II CDO Ltd.              D          CCC-   BBB-/Watch Neg     
Kleros Preferred Funding IV Ltd  PrncPrtNts AAA    AAA/Watch Neg      
Kleros Preferred Funding IV Ltd  A-1        BBB-   AAA/Watch Neg      
Kleros Preferred Funding IV Ltd  A-2        B+     AAA/Watch Neg      
Kleros Preferred Funding IV Ltd  A-3        CCC-   A+/Watch Neg       
Kleros Preferred Funding IV Ltd  A-4        CC     BB-/Watch Neg      
Kleros Preferred Funding IV Ltd  B          CC     CCC-/Watch Neg     
Kleros Preferred Funding VI Ltd. A-1J       CC     BBB/Watch Neg      
Kleros Preferred Funding VI Ltd. A-1S-1A    CCC+   AAA/Watch Neg      
Kleros Preferred Funding VI Ltd. A-1S-1B    CCC+   AAA/Watch Neg      
Kleros Preferred Funding VI Ltd. A-1S-2     CCC-   AAA/Watch Neg      
Kleros Preferred Funding VI Ltd. A-2        CC     B/Watch Neg        
Palisades CDO Ltd.               A-2        AAA    AAA/Watch Neg      
Palisades CDO Ltd.               B-1        BBB    AA/Watch Neg       
Palisades CDO Ltd.               B-2        BBB    AA/Watch Neg       
Palisades CDO Ltd.               C-1        B      BBB/Watch Neg      
Palisades CDO Ltd.               C-2        B      BBB/Watch Neg      
Palisades CDO Ltd.               Type II    BB+    BBB/Watch Neg      
Pinnacle Peak CDO I Ltd          A1M   A+/WchNeg   AAA/Watch Neg      
Pinnacle Peak CDO I Ltd          A1Q   A+/WchNeg   AAA/Watch Neg      
Pinnacle Peak CDO I Ltd          A2    CCC/WchNeg  AAA/Watch Neg      
Pinnacle Peak CDO I Ltd          A3         CC     BBB+/Watch Neg     
Pinnacle Peak CDO I Ltd          A4         CC     B/Watch Neg        
RFC CDO III Ltd.                 A-2        AA     AAA                
RFC CDO III Ltd.                 B          A      AA                 
RFC CDO III Ltd.                 C          BBB    A                  
RFC CDO III Ltd.                 D          BB     BBB/Watch Neg      
Tenorite CDO I Ltd.              Liq Fac BB/WchNeg AAA
Tenorite CDO I Ltd.              B     CCC-/WchNeg AAA/Watch Neg
Tenorite CDO I Ltd.              C     CCC-/WchNeg AAA/Watch Neg
Tenorite CDO I Ltd.              D          CC     AA/Watch Neg
Tenorite CDO I Ltd.              E          CC     A/Watch Neg
Tenorite CDO I Ltd.              F          CC     BBB/Watch Neg
Tenorite CDO I Ltd.              F2         CC     BBB/Watch Neg
West Trade Funding CDO I Ltd     A-1        B      AAA/Watch Neg      
West Trade Funding CDO I Ltd     A-2        CCC+   AA+/Watch Neg      
West Trade Funding CDO I Ltd     B          CCC    A+/Watch Neg       
West Trade Funding CDO I Ltd     C          CCC-   BBB+/Watch Neg     
West Trade Funding CDO I Ltd     D          CC     BB+/Watch Neg      
West Trade Funding CDO I Ltd     E          CC     CCC+/Watch Neg     

                    Other Outstanding Ratings

    Transaction                       Class     Rating
    -----------                       -----     ------
Brooklyn Structured Finance CDO Ltd   C         CC
Diversey Harbor ABS CDO Ltd           A-4       CC
Diversey Harbor ABS CDO Ltd           B         CC
Diversey Harbor ABS CDO Ltd           C         CC
Kleros Preferred Funding IV Ltd       C         CC
Kleros Preferred Funding IV Ltd       D         CC
Kleros Preferred Funding IV Ltd       E         CC
Kleros Preferred Funding IV Ltd       F         CC
Kleros Preferred Funding VI Ltd.      A-3       CC
Kleros Preferred Funding VI Ltd.      B         CC
Palisades CDO Ltd.                    A-1A      AAA
Palisades CDO Ltd.                    A-1B      AAA
Pinnacle Peak CDO I Ltd               B         CC
Pinnacle Peak CDO I Ltd               C         CC


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          83       30
AFC Enterprises         AFCE        (40)         155      (20)
Alaska Comm Sys         ALSK        (28)         557       24
Alesco Financial        AFN      (2,380)       8,935     N.A.
APP Pharmaceutic        APPX        (80)       1,077      214
Bare Escentuals         BARE       (104)         224       84
Blount Intl             BLT         (54)         412      129
CableVision System      CVC      (5,097)       9,141     (607)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Deltek Inc              PROJ        (86)         166      (28)
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (24)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (77)         213        0
IMAX Corp               IMX         (77)         213        0
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Koppers Holdings        KOP         (14)         669      189
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (210)         361      119
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (13)         675     (287)
Radnet Inc              RDNT        (53)         434       41
Redwood Trust           RWT        (718)       9,938      N.A.
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Solutia Inc             SOA      (1,449)       2,638     (293)
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
St John Knits Inc       SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Theravance              THRX        (66)         162      101
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
WR Grace & Co.          GRA        (316)       3,869   (1,057)
XM Satellite-A          XMSR       (925)       1,609     (403)
ZIX Corp                ZIXI          0           19       (1)

                             *********

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 ***